Common use of Purchase Option Clause in Contracts

Purchase Option. (a) Upon the occurrence and during the continuance of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateral.

Purchase Option. The Company hereby agrees to issue and sell to the Representative (aand/or its designees) Upon on the occurrence and during Closing Date an option (“Representative’s Purchase Option”) for the continuance purchase of an Event aggregate of Default or 150,000 Units (“Representative’s Units”) for an event aggregate purchase price of default under the Working Capital Facility Documents that is not cured or waived within thirty $100. Each Representative Unit shall consist of one share of Common Stock and one warrant (30) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable PortionRepresentative’s Warrant”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent Each Representative’s Warrant shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election entitle its holder to purchase such portion one share of Common Stock for $7.50 during the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than period commencing on the later of of: (i) thirty (30) days after the receipt by consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as the Working Capital Facility Collateral Agent of the Exercise Noticecase may be, and or (ii) ten (10) days after receipt one year from the Effective Date and ending on the later of the five-year anniversary of the Effective Date or, if earlier redeemed by the Interim Notes Collateral Agent Company in accordance therewith. The Representative’s Purchase Option shall be exercisable, in whole or Pari Passu Collateral Agentin part, commencing on the later of the consummation of an Acquisition Transaction, Post-Acquisition Tender Offer or Post-Acquisition Automatic Trust Liquidation, as applicablethe case may be, or one year from the Effective Date and expiring on the five-year anniversary of the information required Effective Date at an initial exercise price per Representative’s Unit of $12.50, which is equal to be delivered pursuant to clauses one hundred and twenty five percent (a) and (b125%) of the definition public offering price of a Unit. The Representative’s Purchase Option, the Representative’s Units, the Representative’s Warrants and the shares of Common Stock issuable upon exercise of the Representative’s Warrants are hereinafter referred to collectively as the “Qualified Indemnification ClaimRepresentative’s Securities.” (The Public Securities and the later Representative’s Securities are hereinafter referred to collectively as the “Securities.” The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Purchase Option and the underlying securities during the first 180 days after the Effective Date, and, by its acceptance of the Representative’s Units, the Representative agrees that it will not, sell, transfer, assign, pledge or hypothecate the Representative’s Purchase Option, or any portion thereof, or engage in any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such dates, securities for a period of 180 days following the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell Effective Date to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or anyone other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall than (i) pay to an Underwriter or a selected dealer in connection with the Working Capital Facility Collateral AgentOffering, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral a bona fide officer or partner of the Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final nonlock-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained up restrictions set forth in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, 1.4.1 in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateralwriting.

Purchase Option. (a) Upon If (i) your employment with the occurrence and during Company or a Related Entity terminates for any reason at any time or (ii) a Sale of the continuance Company or a Change of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) daysControl occurs, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, Company (and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, its designees) shall have the option at any time upon five (5the “Purchase Option”) Business Days’ prior written notice to purchase, and you or your transferees (or your executor or the Working Capital Facility Collateral Agent administrator of your estate or the Person who acquired the right to elect to purchase a portion exercise the Option by transfer, bequest or inheritance, in the event of your death, or your legal representative in the Working Capital Facility Indebtedness from the Working Capital Facility Lendersevent of your incapacity (hereinafter, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each casecollectively with you, the “Purchasable PortionGrantor”)) shall sell to the Company and/or its assignee(s), all or any portion (at the Company’s option) of the Option Shares and/or the Option held by the Grantor (such Option Shares and Option collectively being referred to as the “Purchasable Shares”), subject to the Company’s compliance with the conditions hereinafter set forth. (b) The Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within six (6) months from the date of the termination of your employment or engagement or such Sale of the Company or Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate. (an “Exercise Notice”c) from The purchase price to be paid for the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, Purchasable Shares purchased pursuant to the Working Capital Facility Collateral Agent Purchase Option shall be, in the case of any Option Shares, an amount equal to the Fair Market Value per share as of the date of the notice of exercise of the Purchase Option multiplied by the number of shares being purchased, and in the case of the Option (including Vested and Nonvested Shares subject to such Option), an amount equal to the Fair Market Value per share less the applicable per share Exercise Price multiplied by the number of Vested Shares subject to such Option which are being purchased. Any purchase price shall be irrevocable; provided, that paid in cash. The closing of such purchase shall take place at the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right Company’s principal executive offices within ten (10) days following receipt of after the information required purchase price has been determined. At such closing, the Grantor shall deliver to be delivered pursuant to clauses the purchasers the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (aor accompanied by duly executed stock powers) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; providedotherwise in good form for delivery, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result against payment of the purchase price by check of the Working Capital Facility Indebtednesspurchasers. The Working Capital Facility Collateral Agent hereby represents and warrants In the event that, as notwithstanding the foregoing, the Grantor shall have failed to obtain the release of any pledge or other encumbrance on any Purchasable Shares by the scheduled closing date, at the option of the date it becomes a party to this Agreementpurchasers the closing shall nevertheless occur on such scheduled closing date, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon with the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the cash purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses being reduced to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent all unpaid indebtedness for such purpose not less than three (3) Business Days prior to the date on which such amounts Purchasable Shares are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time)then pledged or encumbered. (d) Such purchase shall be expressly made without representation or warranty of any kind by To assure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount enforceability of the Working Capital Facility Indebtedness being purchasedCompany’s rights under this Section 7, (ii) that each certificate or instrument representing Common Stock held by you shall bear a conspicuous legend in substantially the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorizedfollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY’S 2002 STOCK OPTION PLAN. A COPY OF SUCH OPTION PLAN IS AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral AgentCompany’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent rights under this Section 5.6, the Working Capital Facility Collateral Agent 7 shall not commence any foreclosure or other action to sell or otherwise realize terminate upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full consummation of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateral.a Qualifying Public Offering

Purchase Option. (a) Upon Notwithstanding anything in this Agreement to the occurrence and during contrary, on or at any time after (i) the continuance commencement of an Event of Default Insolvency or an event of default under Liquidation Proceeding or (ii) the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf acceleration of the Interim Notes NoteholdersExisting Senior Obligations, and the Pari Passu Collateral Agent on behalf holders of the Pari Passu Lenders, after written demand by New Senior Obligations and each of their respective designated Affiliates (the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall “New Senior Obligation Purchasers”) will have the right, at their sole option and election (but will not be obligated), at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect Existing Senior Administrative Agent, to purchase a portion from the Existing Senior Secured Parties all (but not less than all) Existing Senior Obligations (including unfunded commitments then in effect) other than any Existing Senior Obligations constituting Excess Existing Senior Obligations and any loans provided by any of the Working Capital Facility Indebtedness from Existing Senior Secured Parties in connection with a DIP Financing that are outstanding on the Working Capital Facility Lendersdate of such purchase. Promptly following the receipt of such notice, ratably in proportion the Existing Senior Administrative Agent will deliver to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral New Senior Administrative Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt a statement of the information required amount of Existing Senior Obligations, (other than any Existing Senior Obligations constituting Excess Existing Senior Obligations) and DIP Financing provided by any of the Existing Senior Secured Parties, if any, then outstanding and the amount of the cash collateral requested by the Existing Senior Administrative Agent to be delivered pursuant to clauses Section 3.10(b)(ii) below. The right to purchase provided for in this Section 3.10 will expire unless, within 10 Business Days after the receipt by the New Senior Administrative Agent of such notice from the Existing Senior Administrative Agent, the New Senior Administrative Agent delivers to the Existing Senior Administrative Agent an irrevocable commitment of the New Senior Obligation Purchasers to purchase all (a) and (bbut not less than all) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion Existing Senior Obligations (including unfunded commitments) other than any Existing Senior Obligations constituting Excess Existing Senior Obligations and any loans provided by any of the Working Capital Facility Indebtedness; provided, further, that Existing Senior Secured Parties in connection with a DIP Financing and to otherwise complete such revocation is in writing duly signed by purchase on the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights terms set forth under this Section 5.63.10. (b) On the date specified by the Interim Notes Collateral New Senior Administrative Agent or Pari Passu Collateral Agent (on behalf of the New Senior Obligation Purchasers) in its respective Exercise Notice such irrevocable commitment (which shall not be less than five (5) Business Days nor more than 20 Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Existing Senior Administrative Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)irrevocable commitment), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Existing Senior Secured Parties shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, New Senior Obligation Purchasers all (but not less than all) Existing Senior Obligations (including unfunded commitments) other than any Existing Senior Obligations constituting Excess Existing Senior Obligations and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless any loans provided by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events Existing Senior Secured Parties in connection with a DIP Financing that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon are outstanding on the date of such purchase sale, subject to any required approval of any Governmental Authority then in effect, if any, and only if on the date of such sale, the Interim Notes Collateral Existing Senior Administrative Agent and/or receives the Pari Passu Collateral Agent, as applicable, shall following: (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenderspayment, as the purchase price thereforefor all Existing Senior Obligations sold in such sale, of an amount equal to the full amount of all Existing Senior Obligations (other than outstanding letters of credit as referred to in clause (ii) below) other than any Existing Senior Obligations constituting Excess Existing Senior Obligations and loans provided by any of the respective Purchasable Portion of all the Working Capital Facility Indebtedness Existing Senior Secured Parties in connection with a DIP Financing then outstanding and unpaid (including principal, interest, fees and expensesfees, including reasonable attorneys’ fees and legal expenses expenses, but excluding any early termination fee contingent indemnification obligations for which no claim or prepayment penalty demand for payment has been made at or premium payable pursuant prior to such time); provided that in the case of Hedge Obligations that constitute Existing Senior Obligations, the New Senior Obligation Purchasers shall cause the applicable agreements governing such Hedge Obligations to be assigned and novated or, if such agreements have been terminated, such purchase price shall include an amount equal to the Working Capital Facility Agreement or sum of any other Working Capital Facility Document)unpaid amounts then due in respect of such Hedge Obligations, calculated using the market quotation method and after giving effect to any netting arrangements; (ii) furnish a cash collateral to the Working Capital Facility Collateral Agent deposit in such amounts amount as the Working Capital Facility Collateral Existing Senior Administrative Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with payment of any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit constituting Existing Senior Obligations that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent may become due and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor payable after such sale (but not in any event in an amount greater than 110% one hundred five percent (105%) of the amount then reasonably estimated by the Existing Senior Administrative Agent to be the aggregate undrawn face outstanding amount of such letters of creditcredit at such time), which cash collateral shall be (A) held by the Existing Senior Administrative Agent as security solely to reimburse the issuers of such letters of credit that become due and payable after such sale and any fees and expenses incurred in connection with such letters of credit and (B) returned to the New Senior Administrative Agent (except as may otherwise be required by applicable law or any order of any court or other Governmental Authority) promptly after the expiration or termination from time to time of all payment contingencies affecting such letters of credit; and (iii) agree to reimburse any agreements, documents or instruments which the Working Capital Facility Collateral Existing Senior Administrative Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as may reasonably request pursuant to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral New Senior Administrative Agent and Working Capital Facility Lenders the New Senior Obligation Purchasers in respect such sale expressly assume and adopt all of Qualified Indemnification Claims which the obligations of the Existing Senior Administrative Agent and the Existing Senior Secured Parties under the Existing Senior Credit Documents and in fact result connection with loans provided by any of the Existing Senior Secured Parties in connection with a DIP Financing on and after the date of the purchase and sale and the New Senior Administrative Agent (or any loss, cost, damage or expense other representative appointed by the holders of a majority in aggregate principal amount of the New Senior Obligations then outstanding) becomes a successor agent thereunder. (c) Such purchase of the Existing Senior Obligations (including reasonable attorneys’ fees unfunded commitments) and legal expenses) any loans provided by any of the Existing Senior Secured Parties in connection with a DIP Financing shall be made on a pro rata basis among the New Senior Obligation Purchasers giving notice to the Working Capital Facility Collateral Existing Senior Administrative Agent and Working Capital Facility Lenders; provided, that (A) in no event will of their interest to exercise the Interim Notes Collateral Agent or Interim Notes Noteholders, purchase option hereunder according to each such New Senior Obligation Purchaser’s portion of the New Senior Obligations outstanding on the one hand, date of purchase or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, portion as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility ObligationsNew Senior Obligation Purchasers may otherwise agree among themselves. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Existing Senior Administrative Agent in New York, New York, as the Working Capital Facility Collateral Existing Senior Administrative Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral New Senior Administrative Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remittedpurpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur occurs if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, New Senior Obligation Purchasers to the bank account designated by the Working Capital Facility Collateral Existing Senior Administrative Agent are received in such bank account prior to 1:00 p.m. (12:00 noon, New York City time) , and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, New Senior Obligation Purchasers to the bank account designated by the Working Capital Facility Collateral Existing Senior Administrative Agent are received in such bank account later than 1:00 p.m. (12:00 noon, New York City time). (d) Such purchase sale shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Existing Senior Secured Parties as to the Working Capital Facility Indebtedness Existing Senior Obligations, the Collateral or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lendersany Existing Senior Secured Party, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Existing Senior Secured Parties shall represent and warrantwarrant severally as to the Existing Senior Obligations (including unfunded commitments) and any loans provided by any of the Existing Senior Secured Parties in connection with a DIP Financing then owing to it: (i) the amount that such applicable Existing Senior Secured Party owns such Existing Senior Obligations (including unfunded commitments) and any loans provided by any of the Working Capital Facility Indebtedness being purchased, Existing Senior Secured Parties in connection with a DIP Financing; and (ii) that such applicable Existing Senior Secured Party has the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens necessary corporate or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right other governing authority to assign the Working Capital Facility Indebtedness and the assignment is duly authorizedsuch interests. (e) The Working Capital Facility After such sale becomes effective, the outstanding letters of credit will remain enforceable against the issuers thereof and will remain secured by the Priority Lien upon the Collateral Agent agrees that it shall give in accordance with the Interim Notes Collateral Agent applicable provisions of the Existing Senior Credit Documents as in effect at the time of such sale (including this Agreement), and the Pari Passu Collateral Agent five (5) Business Days prior written notice issuers of its intention to commence the exercise letters of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send credit will remain entitled to the Working Capital Facility Collateral Agent the irrevocable notice benefit of the Interim Notes Priority Lien upon the Collateral Agent’s and sharing rights in the Pari Passu Collateral Agent’s intention proceeds thereof in accordance with the provisions of the Existing Senior Credit Documents as in effect at the time of such sale (including this Agreement), as fully as if the sale of the Existing Lien Obligations had not been made, but, except with respect to exercise the purchase option given cash collateral held by the Working Capital Facility Collateral Agent issuer(s) of such letters of credit, only the Person or successor agent to whom the Priority Lien is transferred in such sale will have the right to foreclose upon or otherwise enforce the Priority Lien and only the New Senior Obligation Purchasers in the sale will have the right to direct such Person or successor as to matters relating to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full enforcement of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared CollateralPriority Lien.

Purchase Option. (a) Upon the occurrence and during the continuance continuation of an Event a Triggering Event, then, in any such case, any one or more of Default Second Lien Holders (acting in their individual capacity or an event of default under the Working Capital Facility Documents that is not cured through one or waived within thirty (30more affiliates) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time right, but not the obligation (each Second Lien Holder having a ratable right to make the purchase, with each Second ▇▇▇▇ ▇▇▇▇▇▇’▇ right to purchase being automatically proportionately increased by the amount not purchased by another Second Lien Holder), upon five (5) 5 Business Days’ prior Days advance written notice to the Working Capital Facility Collateral Agent to elect to purchase from such Second Lien Holders (a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Purchase Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral to First Lien Agent, as applicablefor the benefit of First Lien Claimholders, to acquire from First Lien Claimholders all (but not less than all) of the Working Capital Facility Collateral Agent right, title, and interest of First Lien Claimholders in and to the First Lien Priority Obligations and the First Lien Debt Documents. The Purchase Notice, if given, shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by in the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Purchase Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days 5 Business Days after the receipt by the Working Capital Facility Collateral First Lien Agent of the Exercise Purchase Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders First Lien Claimholders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, purchasing Second Lien Holders and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent purchasing Second Lien Holders shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility LendersFirst Lien Claimholders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such saleFirst Lien Priority Obligations. (c) Upon On the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, purchasing Second Lien Holders shall (i) pay to the Working Capital Facility Collateral First Lien Agent, for the benefit of Working Capital Facility LendersFirst Lien Claimholders, as the purchase price thereforetherefor, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness First Lien Priority Obligations (other than First Lien Obligations cash collateralized in accordance with clause (ii) below) then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document)unpaid, (ii) furnish cash collateral to the Working Capital Facility Collateral First Lien Agent in such amounts as the Working Capital Facility Collateral First Lien Agent determines is reasonably necessary to secure the Working Capital Facility Collateral First Lien Agent and Working Capital Facility Lenders First Lien Claimholders in connection with (A) any issued and outstanding letters Letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor Credit (but not in any event in an amount greater than 110that 105% of the aggregate undrawn face amount of such letters Letters of creditCredit) and (B) Secured Hedge Liabilities and Secured Banking Services Obligations (but not in any event in an amount greater than that 105% of the aggregate amount of Net Secured Hedge Liabilities and Secured Banking Services Obligations), and (iii) agree to reimburse the Working Capital Facility Collateral First Lien Agent and Working Capital Facility Lenders First Lien Claimholders for any checks or other payments provisionally credited all expenses to the Working Capital Facility Indebtednessextent earned or due and payable in accordance with the First Lien Debt Documents (including the reimbursement of extraordinary expenses, and/or as financial examination expenses, and appraisal fees). Anything contained in this paragraph to the contrary notwithstanding, in the event that (X) the purchasing Second Lien Holders receive all or a portion of any prepayment premium, make-whole obligation or early termination fee payable pursuant to the First Lien Debt Documents in cash, (Y) all First Lien Obligations purchased by the Second Lien Holders and all of the Second Lien Obligations (other than the Excess Second Lien Obligations), including principal, interest and fees thereon and costs and expense of collection thereof (including reasonable attorneys fees and legal expenses), are repaid in full in cash, and (Z) the First Lien Debt Agreement is terminated, in each case, within 90 days following the date on which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and Second Lien Holders pay the purchase price described in clauses (ivi)-(iii) agree of this paragraph, then, within 3 Business Days after receipt by the purchasing Second Lien Holders of such amounts, the purchasing Second Lien Holders shall pay a supplemental purchase price to reimburse the Working Capital Facility Collateral First Lien Agent and Working Capital Facility the First Lien Lenders in respect of Qualified Indemnification Claims which their purchase under this Section 5.6 in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) an amount equal to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess portion of the cash proceeds of Shared Collateral prepayment premium, make-whole obligation or early termination fee received by the Interim Notes Collateral purchasing Second Lien Holders to which the First Lien Agent or and the Pari Passu Collateral Agent, as applicable, net of (1) First Lien Lenders would have been entitled to receive had the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders purchase under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligationsparagraph not occurred. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral First Lien Agent in New York, New York, as the Working Capital Facility Collateral First Lien Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Second Lien Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remittedpurpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, purchasing Second Lien Holders to the bank account designated by the Working Capital Facility Collateral First Lien Agent are received in such bank account prior to 1:00 p.m. (2:00 p.m., New York City time) , and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, purchasing Second Lien Holders to the bank account designated by the Working Capital Facility Collateral First Lien Agent are received in such bank account later than 1:00 p.m. (2:00 p.m., New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral First Lien Agent and Working Capital Facility Lenders First Lien Claimholders as to the Working Capital Facility Indebtedness First Lien Obligations so purchased or otherwise and without recourse to the Working Capital Facility Collateral First Lien Agent or Working Capital Facility Lendersany First Lien Claimholder, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders each First Lien Claimholder shall represent and warrant: (i) that the amount quoted by such First Lien Claimholder as its portion of the Working Capital Facility Indebtedness being purchasedpurchase price represents the amount shown as owing with respect to the claims transferred as reflected on its books and records, (ii) that it owns, or has the Working Capital Facility Collateral Agent right to transfer to purchasing Second Lien Holders, the rights being transferred, and Working Capital Facility Lenders own the Working Capital Facility Indebtedness (iii) such transfer will be free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorizedLiens. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent any one or more of Second Lien Claimholders exercises and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise consummates the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under set forth in this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral (i) First Lien Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before right, but not the Outside Closing Date. Nothing contained in this Section 5.6(eobligation, to immediately resign under the First Lien Debt Agreement, and (ii) purchasing Second Lien Holders shall restrict or prohibit have the Working Capital Facility Collateral right, but not the obligation, to require First Lien Agent from taking action to immediately resign under the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared CollateralFirst Lien Debt Agreement.

Purchase Option. (a) Upon the occurrence and during the continuance of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Notes Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreementhereof, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateral.

Purchase Option. As additional consideration, the Company hereby agrees to issue and sell to the Underwriters on the Effective Date an option (a“Underwriters’ Purchase Option”) Upon for the occurrence and during the continuance purchase of an Event aggregate of Default 250,000 units (or up to 287,500 units if the Over-allotment Option is exercised in full) (the “Underwriters’ Units”) for an event aggregate purchase price of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf $100.00. Each of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, Underwriters shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase receive a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion Underwriters’ Purchase Option proportional to the outstanding Obligations number of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”)Firm Units purchased by such Underwriter. Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent The Underwriters’ Purchase Option shall be irrevocable; providedexercisable, that the Interim Notes Collateral Agent in whole or Pari Passu Collateral Agentin part, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than commencing the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the Business Combination, or (ii) one year from the Effective Date, and expiring on the earlier of (x) five years from the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security thereforEffective Date, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1y) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days day immediately prior to the date day on which such amounts the Company and all of its successors have been dissolved, for cash or on a cashless basis, at an initial exercise price per Representative’s Unit of $11.50, which is equal to one hundred and fifteen percent (115%) of the initial public offering price of a Unit. The Underwriters’ Purchase Option, the Underwriters’ Units, the shares of Common Stock, the Rights included in the Underwriters’ Units (the “Underwriters’ Rights”) and the Warrants included in the Underwriters’ Units (the “Underwriters’ Warrants”) and the shares of Common Stock issuable upon exercise of the Underwriters’ Warrants and the shares of Common Stock underlying the Underwriters’ Rights are hereinafter referred to be so remitted. Interest shall be calculated to but excluding collectively as the Business Day on which such purchase “Underwriters’ Securities.” The Representative understands and sale shall occur if agrees that there are significant restrictions against transferring the amounts so paid by Underwriters’ Purchase Option during the Interim Notes Collateral Agent and/or first six (6) months after the Pari Passu Collateral AgentEffective Date, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received set forth in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount Section 3 of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorizedUnderwriters’ Purchase Option. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateral.

Purchase Option. (a) Upon the occurrence and during the continuance continuation of an Event of Default a Triggering Event, then, in any such case, any one or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf more of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee Term Loan Claimholders (acting in their individual capacity or the Interim Notes Collateral Agent, on the through one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, more affiliates) shall have the option at any time right, but not the obligation (each Term Loan Claimholder having a ratable right to make the purchase, with each Term Loan Claimholder's right to purchase being automatically proportionately increased by the amount not purchased by another Term Loan Claimholder), upon five (5) 5 Business Days’ Days prior written notice from (or on behalf of) such Term Loan Claimholders (a "Purchase Notice") to ABL Agent to acquire from the ABL Claimholders all (but not less than all) of the right, title, and interest of the ABL Claimholders in and to the Working Capital Facility Collateral Agent to elect to purchase a portion of ABL Priority Debt and the Working Capital Facility Indebtedness from the Working Capital Facility LendersABL Documents. The Purchase Notice, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each caseif given, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Term Loan Agent in its respective Exercise the Purchase Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days 5 Business Days after the receipt by the Working Capital Facility Collateral ABL Agent of the Exercise Purchase Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders ABL Claimholders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, purchasing Term Loan Claimholders and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent purchasing Term Loan Claimholders shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility LendersABL Claimholders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such saleABL Priority Debt. (c) Upon On the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall purchasing Term Loan Claimholders shall (i) pay to the Working Capital Facility Collateral ABL Agent, for the benefit of Working Capital Facility Lendersthe ABL Claimholders, as the purchase price thereforetherefor, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness ABL Priority Debt, other than indemnification obligations for which no claim or demand for payment has been made at such time, and other than ABL Priority Debt cash collateralized in accordance with clause (c)(ii) below) then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), unpaid, (ii) furnish cash collateral to the Working Capital Facility Collateral ABL Agent in such amounts as the Working Capital Facility Collateral ABL Agent determines is reasonably necessary to secure the Working Capital Facility Collateral ABL Agent and Working Capital Facility Lenders the ABL Claimholders in connection with respect of (A) any issued and outstanding letters Letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor Credit (but not in any event in an amount greater than 110% the amount required under the ABL Credit Agreement as in effect on the date hereof) of the aggregate undrawn face amount of such letters Letters of credit), Credit) (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited such cash collateral shall be applied to the Working Capital Facility Indebtednessreimbursement of any drawing under a Letter of Credit as and when such drawing is paid and, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect if a Letter of Qualified Indemnification Claims which in fact result in any lossCredit expires undrawn, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received collateral held by the Interim Notes Collateral ABL Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to Letter of Credit shall be turned over remitted to the Working Capital Facility Collateral Term Loan Agent or for the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, benefit of the purchasing Term Loan Claimholders) and (B) Bank Product Obligations (such cash collateral shall be applied to the reimbursement of the Bank Product Obligations as and when such obligations become due and payable and, at such time as all of the Bank Product Obligations are paid in no event shall full, the Interim Notes Collateral remaining cash collateral held by ABL Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than Bank Product Obligations shall be remitted to the Qualified Indemnification ClaimsTerm Loan Agent for the benefit of the purchasing Term Loan Claimholders), and (C) any asserted or threatened (in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losseswriting) claims, demands, actions, suits, proceedings, investigations, liabilities, fines, costs, penalties, or damages or that are the subject of the indemnification provisions of the ABL Credit Agreement (such cash collateral shall be applied to the reimbursement of such obligations as and when they become due and payable and, at such time as all of such obligations are paid in full, the remaining cash collateral held by ABL Agent in respect of indemnification obligations shall be remitted to the Term Loan Agent for the benefit of the purchasing Term Loan Claimholders), in each case in respect of ABL Priority Debt, and (iii) pay to ABL Agent and the other ABL Claimholders the amount of all expenses to the extent caused by earned or resulting from due and payable in accordance with the gross negligence or willful misconduct ABL Documents (including the reimbursement of the Working Capital Facility Collateral Agentattorneys' fees, as determined by a final non-appealable order of a court of competent jurisdictionfinancial examination expenses, and appraisal fees) and incurred through the date of such purchase. (Dd) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in of federal funds to such bank account of the Working Capital Facility Collateral ABL Agent in New York, New York, as the Working Capital Facility Collateral ABL Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Term Loan Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remittedpurpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, purchasing Term Loan Claimholders to the bank account designated by the Working Capital Facility Collateral ABL Agent are received in such bank account prior to 1:00 p.m. (2:00 p.m., New York City time) , and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, purchasing Term Loan Claimholders to the bank account designated by the Working Capital Facility Collateral ABL Agent are received in such bank account later than 1:00 p.m. (2:00 p.m., New York City time). (de) Anything contained in this paragraph to the contrary notwithstanding, in the event that (i) the purchasing Term Loan Claimholders receive all or a portion of any prepayment premium, make-whole obligation, or early termination fee payable pursuant to any the ABL Documents in cash, (ii) all ABL Debt purchased by such purchasing Term Loan Claimholders including principal, interest and fees thereon and costs and expenses of collection thereof (including reasonable attorneys' fees and legal expenses), is repaid in full in cash, and (iii) the ABL Credit Agreement is terminated, in each case, within 180 days following the date on which the purchasing Term Loan Claimholders pay the purchase price described in clauses (c)(i)-(iii) of this Section 5.6, then, within 3 Business Days after receipt by such Term Loan Claimholders of such amounts, the purchasing Term Loan Claimholders shall pay a supplemental purchase price to ABL Agent, for the benefit of the ABL Claimholders, in respect of their purchase under this Section 5.6 in an amount equal to the portion of the prepayment premium, make-whole obligation or early termination fee received by the purchasing Term Loan Claimholders to which the ABL Claimholders would have been entitled to receive had the purchase under this Section 5.6 not occurred. (f) Such purchase shall be effected by the execution and delivery of a customary form of assignment and acceptance agreement and shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral ABL Agent and Working Capital Facility Lenders the other ABL Claimholders as to the Working Capital Facility Indebtedness ABL Debt so purchased, or otherwise otherwise, and without recourse to the Working Capital Facility Collateral ABL Agent or Working Capital Facility Lendersany other ABL Claimholder, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders each ABL Claimholder shall represent and warrant: (i) that the amount quoted by such ABL Claimholder as its portion of the Working Capital Facility Indebtedness being purchasedpurchase price represents the amount shown as owing with respect to the claims transferred as reflected on its books and records, (ii) that it owns, or has the Working Capital Facility Collateral Agent right to transfer to the purchasing Term Loan Claimholders, the rights being transferred, and Working Capital Facility Lenders own the Working Capital Facility Indebtedness (iii) such transfer will be free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorizedLiens. (eg) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice any one or more of the Interim Notes Collateral Agent’s Term Loan Claimholders exercises and the Pari Passu Collateral Agent’s intention to exercise consummates the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under set forth in this Section 5.6, the Working Capital Facility Collateral (i) ABL Agent shall have the right, but not commence the obligation, to immediately resign under the ABL Credit Agreement, and (ii) the purchasing Term Loan Claimholders shall have the right, but not the obligation, to require ABL Agent to immediately resign under the ABL Credit Agreement. (h) In the event that any foreclosure one or more of the Term Loan Claimholders exercises and consummates the purchase option set forth in this Section 5.6, (i) the ABL Claimholders shall retain their indemnification rights under the ABL Credit Agreement for actions or other action matters arising on or prior to sell the date of such purchase, and (ii) and in the event that, at the time of such purchase, there exists Excess ABL Debt, the consummation of such purchase option shall not include (nor shall the purchase price be calculated with respect to) such Excess ABL Debt (clauses (i) and (ii), the "Retained Interest"). (i) In the event that a Retained Interest exists, each ABL Claimholder shall, at the request of the purchasing Term Loan Claimholders, execute an amendment to the ABL Credit Agreement acknowledging that such Retained Interest consisting of Excess ABL Debt is a last-out tranche, payable after Payment in Full of all ABL Priority Debt and payment in full in cash of all of the Term Loan Priority Debt. Interest with respect to such Retained Interest consisting of Excess ABL Debt shall continue to accrue and be payable in accordance with the terms of the ABL Documents, the Retained Interest shall continue to be secured by the ABL Collateral, and the Retained Interest shall be paid (or otherwise realize upon cash collateralized, as applicable) in accordance with the Shared Collateral or immediately desist from taking any further actionterms of the ABL Credit Agreement and this Agreement. Each ABL Claimholder shall continue to have all rights and remedies of a lender under the ABL Credit Agreement and the other ABL Documents; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein no ABL Claimholder shall have closed by any right to vote on or otherwise consent to any amendment, waiver, departure from, or other modification of any provision of any ABL Document except that the Outside Closing Date and the Working Capital Facility Collateral consent of ABL Agent shall have received payment in full be required for (i) those matters that require the agreement of all lenders under Section 14.1 of the Working Capital Facility Indebtedness ABL Credit Agreement as provided for herein in effect on or before the Outside Closing Date. Nothing contained date hereof and (ii) matters in contravention of the provisions and priorities set forth in this Agreement. (j) Each ABL Grantor irrevocably consents to any assignment effected to one or more Term Loan Claimholder pursuant to this Section 5.6(e) 5.6 for purposes of all ABL Documents and hereby agrees that no further consent from such ABL Grantor shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateralrequired.

Purchase Option. (a) Upon the occurrence The Company hereby agrees to issue and during the continuance of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, sell to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu ObligationsUnderwriters (and/or their designees), as applicableseverally and not jointly, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations portion of the total Firm Units being purchased by each outstanding Series such Underwriter, on the Effective Date an option ("Underwriters' Purchase Option") for the purchase of Secured Debt an aggregate of 105,000 units ("Underwriters' Units") for an aggregate purchase price of $100. Each of the Underwriters' Units is identical to the Firm Units except that the Warrants included in each casethe Underwriters' Units ("Underwriters' Warrants") have an exercise price of $6.00 (1331/3% of the exercise price of the Warrants included in the Units sold to the public). The Underwriters' Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of a Business Combination and one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Underwriters' Unit of $7.20, which is equal to 120% of the initial public offering price of a Unit. The Underwriters' Purchase Option, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from Underwriters' Units, the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to Underwriters' Warrants and the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt shares of Common Stock issuable upon exercise of the information required Underwriters' Warrants are hereinafter referred to be delivered collectively as the "Underwriters' Securities." The Public Securities and the Underwriters' Securities are hereinafter referred to collectively as the "Securities." Except pursuant to clauses (a) and (bone or more of the exceptions set forth in Rule 2710(g)(2) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion Conduct Rules of the Working Capital Facility Indebtedness; providedNational Association of Securities Dealers, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which Underwriters' Purchase Option shall not be less than five (5) Business Dayssold, nor more than transferred, assigned, pledged or hypothecated, or be the later subject of (i) thirty (30) days after any hedging, short sale, derivative, put or call transaction that would result in the receipt effective economic disposition of the Underwriters' Purchase Option by the Working Capital Facility Collateral Agent holder(s) thereof, for a period of one year immediately following the date the Registration Statement (as hereinafter defined) is declared effective by the Commission (as hereinafter defined). Notwithstanding the foregoing, the Underwriters' Purchase Option shall be transferable to affiliates of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such saleUnderwriters. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateral.

Purchase Option. (a) Upon the occurrence and during the continuance Senior Creditor shall give Junior Agent a copy of an Event any written notice of Default acceleration of any Senior Debt given by Senior Creditor to one or an event of default under the Working Capital Facility Documents that is not cured more Debtors, concurrently with, or waived within thirty (30) daysas soon as practicable after, the Interim Notes Collateral giving of such notice to such Debtors. For a period of 10 calendar days following receipt of such notice by Junior Agent on behalf of (the Interim Notes Noteholders“Option Period”), and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, Junior Creditors shall have the option (the “Purchase Option”) to purchase from Senior Creditor (i) all, but not less than all, of the Senior Debt owed to Senior Creditor at the time of purchase (excluding the Retained Debt, as defined below) and (ii) all of Senior Creditor’s right, title and interest in and to, and all of Senior Creditor’s obligations under, the Senior Loan Documents (excluding the Retained Interests, as defined below, and excluding all rights and remedies of Senior Creditor under and with respect to any warrant, registration rights agreement, capital stock of any Debtor and other similar equity investments) (all such property referred to in clauses (i) and (ii) being collectively called the “Assigned Interests”). At any time during the Option Period, Junior Creditors may exercise the Purchase Option by causing Junior Agent to deliver to Senior Creditor a written notice of intent to exercise the Purchase Option (the “Purchase Option Notice”), in which notice Junior Agent shall specify the date of closing (which shall be a business day within the Option Period). On the closing date specified in the Purchase Option Notice, Senior Creditor shall, pursuant to an assignment agreement in form and substance satisfactory to Senior Creditor and Junior Creditors, assign all of its right, title and interest in and to the Assigned Interests to Junior Creditors, without representation, recourse or warranty (except as expressly set forth below), upon Senior Creditor’s receipt of payment, in cash (and in immediately available federal funds by wire transfer to a bank account designated by Senior Creditor), of the purchase price (the “Option Purchase Price”), which shall be an amount equal to 100% of the Senior Debt owed on the date of payment to Senior Creditor (it being understood and agreed to by all parties that any purchase and sale consummated pursuant to this Section 10 shall be deemed to be a prepayment of all of the Senior Debt for all purposes of the Senior Loan Documents), including, without limitation, (w) all unpaid interest, fees and any other charges, without regard to whether or not such amounts are allowed or are recoverable pursuant to Section 506 of the Bankruptcy Code or otherwise, (x) any prepayment fee or early termination fee set forth in the Senior Loan Documents, and (y) any amounts that are due and payable to Senior Creditor in respect of claims for which Senior Creditor is entitled to indemnification under the Senior Loan Documents, but excluding the Retained Debt. Without duplication of any amounts to be paid as part of the Option Purchase Price, Junior Creditor shall furnish to Senior Creditor on the date of closing on the Purchase Option cash collateral as security to Senior Creditor for the payment of all Asserted Known Indemnification Claims, as defined below, such cash collateral to be an amount equal to 100% of such claims. The election to exercise the Purchase Option pursuant to the Purchase Option Notice shall be irrevocable and shall fully obligate and commit Junior Creditors to acquire the Assigned Interests as herein provided. The amount of and payment of the Option Purchase Price or any other sum required to be paid by Junior Creditors to Senior Creditor pursuant to this Section 10 shall not be subject to any defense, reduction, recoupment or offset, for any reason, including, without limitation, any breach or alleged breach by Senior Creditor at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral of any provision of this Agreement. The failure of Junior Agent to elect to purchase a portion of deliver the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, Purchase Option Notice so that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and it is received by Senior Creditor prior to expiration of the Working Capital Facility Collateral Agent Option Period or to consummate the purchase pursuant to the Purchase Option as provided herein prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder Option Period shall have any rights under this Section 5.6. (b) On result in the date specified forfeiture of the Purchase Option, unless otherwise agreed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent Senior Creditor in its respective Exercise Notice (which sole discretion. As used herein, the term “Retained Debt” shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, mean any and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information all amounts required to be delivered paid by any Debtor to Senior Creditor pursuant to clauses (a) and (b) any indemnity provisions contained in any of the definition of “Qualified Indemnification Claim” (the later of such datesSenior Loan Documents, the “Outside Closing Date”)), claim for which arises or becomes due and payable after the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell consummation of the purchase by Junior Creditor pursuant to the Interim Notes Collateral Agent and/or Purchase Option; the Pari Passu Collateral Agentterm “Retained Interests” shall mean the rights and interest retained by Senior Creditor under all of the Senior Loan Documents, notwithstanding the sale and the Interim Notes Collateral Agent and/or assignment of the Pari Passu Collateral Agent shall purchase from Assigned Interests, in respect of the Working Capital Facility Collateral Agent Retained Debt and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in respect of indemnification obligations of Debtors in accordance with the terms Senior Loan Documents (all of which shall survive the sale and assignment of the Working Capital Facility Documents as Assigned Interests and continue to actions benefit Senior Creditor); and the term “Asserted Known Indemnification Claim” means any matters or events circumstances for which notice or demand has been made or asserted against Senior Creditor in writing that occurred at the time of determination could reasonably be expected to result in direct or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agentactual damages and expenses (including, but shall not retain any rights to the security thereforwithout limitation, reasonable and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable documented attorneys’ fees and legal expenses disbursements but excluding special, indirect, consequential or punitive damages to Senior Creditor) to Senior Creditor and which are subject to indemnification by any early termination fee or prepayment penalty or premium payable Debtor pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral terms of the Senior Loan Documents. Any reference to the Working Capital Facility Collateral Agent amount of any Asserted Known Indemnification Claim shall mean that amount as reasonably determined by Senior Creditor in such amounts as light of the Working Capital Facility Collateral Agent determines is reasonably necessary to secure facts and circumstances of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in underlying claim. In connection with any issued such sale or assignment, each Debtor agrees to execute and outstanding letters deliver to Senior Creditor all such agreements, instruments or documents as Senior Creditor may reasonably request to evidence the survival of credit provided such rights, interest and obligations. The grant of the Purchase Option shall not operate to restrict Senior Creditor from assigning or transferring to any Person any or all of its loan commitments under the Senior Loan Documents or any Senior Debt owing to it or any of its rights or other interests under the Senior Loan Documents, so long as such Person agrees to be bound by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters terms of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateral10.

Purchase Option. (a) a. Upon the occurrence and during the continuance continuation of an Event of Default a Triggering Event, any one or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf more of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee Noteholders (acting in their individual capacity or the Interim Notes Collateral Agent, on the through one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, more affiliates) shall have the option at any time upon five right, but not the obligation (5) Business Days’ prior each Noteholder having a ratable right to make the purchase, with each Noteholder’s right to purchase being automatically proportionately increased by the amount not purchased by another Noteholder), by giving a written notice to the Working Capital Facility Collateral Agent to elect to purchase from such Noteholders (a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Purchase Notice”) to the Senior Agent, for the benefit of the Senior Lenders, within 5 Business Days after the first occurrence of a Triggering Event, to acquire from the Interim Notes Collateral Agent or Pari Passu Collateral AgentSenior Lenders all (but not less than all) of the right, as applicabletitle, and interest of the Senior Lenders in and to the Working Capital Facility Collateral Agent Senior Indebtedness and the Senior Loan Documents. Any Purchase Notice, if given, shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) b. On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent applicable Noteholder(s) in its respective Exercise the Purchase Notice (which shall not be less than five (5) within 5 Business Days, nor more than the later of (i) thirty (30) days Days after the receipt by the Working Capital Facility Collateral Agent delivery of the Exercise Notice, and (ii) ten (10) days after receipt by Purchase Notice to the Interim Notes Collateral Agent or Pari Passu Collateral Senior Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Senior Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, purchasing Noteholders and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent purchasing Noteholders shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Senior Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Senior Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon c. On the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, purchasing Noteholders shall (i) pay to the Working Capital Facility Collateral Senior Agent, for the benefit of Working Capital Facility the Senior Lenders, as the purchase price therefore, therefor the full amount of the respective Purchasable Portion of all the Working Capital Facility Senior Indebtedness (other than Senior Indebtedness cash collateralized in accordance with clause (c)(ii) below) then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document)unpaid, (ii) furnish cash collateral to provide Bank Product Collateralization (as defined in the Working Capital Facility Collateral Agent Senior Credit Agreement) in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent respect of all Bank Product Obligations then outstanding, and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Senior Agent and Working Capital Facility the Senior Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or all expenses to the extent caused by earned or resulting from due and payable in accordance with the gross negligence or willful misconduct Senior Loan Documents (including the reimbursement of the Working Capital Facility Collateral Agentextraordinary expenses, as determined by a final non-appealable order of a court of competent jurisdictionfinancial examination expenses, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligationsappraisal fees). Such purchase price and cash collateral Bank Product Collateralization shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Senior Agent in New York, New York, as the Working Capital Facility Collateral Senior Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent Noteholders that delivered the Purchase Notice for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remittedpurpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, purchasing Noteholders to the bank account designated by the Working Capital Facility Collateral Senior Agent are received in such bank account prior to 1:00 p.m. (2:00 p.m., New York City time) , and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, purchasing Noteholders to the bank account designated by the Working Capital Facility Collateral Senior Agent are received in such bank account later than 1:00 p.m. (2:00 p.m., New York City time). (d) d. Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Senior Agent and Working Capital Facility Senior Lenders as to the Working Capital Facility Senior Indebtedness so purchased or otherwise and without recourse to the Working Capital Facility Collateral Senior Agent or Working Capital Facility Lendersany Senior Lender, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders each Senior Lender shall represent and warrantwarrant that: (i) the amount quoted by such Senior Lender as its portion of the Working Capital Facility Indebtedness being purchasedpurchase price represents the amount shown as owing with respect to the claims transferred as reflected on its books and records, (ii) that it owns, or has the Working Capital Facility Collateral Agent right to transfer to the purchasing Noteholders, the rights being transferred, and Working Capital Facility Lenders own the Working Capital Facility Indebtedness (iii) such transfer will be free and clear of Liens. Such purchase shall be documented pursuant to (A) in the case of any Liens or encumbrances Senior Indebtedness arising under the Senior Credit Agreement, an assignment and assumption agreement which shall be substantially in the form of Exhibit A-1 to the Senior Credit Agreement as in effect on the date hereof and (iiiB) in the case of any other Senior Indebtedness, such assignment and assumption agreements as may be reasonably agreed to by the Senior Lenders and the Noteholders at the time of such purchase and sale. e. In the event that any one or more of the Noteholders exercises and consummates the purchase option set forth in this Section 9, (i) the Working Capital Facility Collateral Senior Agent and Working Capital Facility Lenders shall have the right right, but not the obligation, to assign immediately resign under the Working Capital Facility Indebtedness Senior Credit Agreement, and (ii) the assignment is duly authorized. (e) The Working Capital Facility Collateral purchasing Noteholders shall have the right, but not the obligation, to require the Senior Agent to immediately resign under the Senior Credit Agreement and appoint a successor Senior Agent. Upon the appointment by the purchasing Noteholders of a successor Senior Agent, the Senior Agent agrees that it shall give will, at the Interim Notes sole cost and expense of such successor Senior Agent, and without any recourse, representation or warranty, take such action as such successor Senior Agent may reasonably request to transfer the Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. such successor Senior Agent. f. In the event that during such five Business Day periodeither (i) a Purchase Notice is not received within the time period set forth in Section 9.a above or (ii) the purchasing Noteholders do not purchase from the Senior Lenders the Senior Indebtedness within the time period set forth in Section 9.b above, then (A) any Purchase Notice, if given, shall be void and (B) the Interim Notes Collateral purchase option set forth in this Section 9 shall expire and the Senior Agent and the Pari Passu Senior Lenders shall have no further obligation to the Noteholder Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent or any Noteholder under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateral9.

Purchase Option. (a) Upon the occurrence and during the continuance of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf In consideration of the Interim Notes Noteholderstransactions contemplated hereby, and if after the Pari Passu Collateral Agent on behalf date hereof Seller or any of the Pari Passu Lendersits Affiliates are required to, after written demand by the Trustee or the Interim Notes Collateral Agentotherwise determine to, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, divest individual Medicare Advantage plan Contracts in addition to the Company for Conveyed Medicare Advantage Contracts (the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of such Contracts covering the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion applicable geographies to the outstanding Obligations of each outstanding Series of Secured Debt (in each casebe divested, the “Purchasable Portion”). Such notice (an “Exercise NoticeAdditional Contracts”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance connection with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur Humana Acquisition and prior to the closing of the of Humana Acquisition, Purchaser shall have the sale of exclusive irrevocable option (the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor“Option”) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit)purchase, (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances except Permitted Liens, the Additional Contracts on terms substantially identical to those set forth in this Agreement at a purchase price calculated on a per-Enrollee basis of the amount per Enrollee set forth on Section 5.20(a) of the Seller Disclosure Schedules, to be adjusted proportionally based on deviation in premium revenue and (iii) medical benefit ratio for such Additional Contracts as compared to the Working Capital Facility Collateral Agent Conveyed Medicare Advantage Contracts and Working Capital Facility Lenders such other metrics as the parties shall mutually agree upon. Seller shall provide prompt notice in writing to Purchaser of its intention to divest such Additional Contracts and Purchaser shall have the right to assign irrevocably exercise the Working Capital Facility Indebtedness Option with respect to all (but not less than all) of the Additional Contracts within 15 days of receipt of such notice by providing irrevocable written notice of such election to Seller; provided, however, that if Purchaser shall notify Seller in writing within such 15-day period that it is diligently and in good faith pursuing financing sources to enable it to exercise the assignment is duly authorizedOption, then Purchaser shall have up to a total (including the initial 15 days) of 30 days to provide such notice of election to Seller (such 15-day or 30-day period, the “Option Exercise Period”). Purchaser acknowledges and agrees that it will exercise the Option and acquire the Additional Contracts if, in Purchaser’s good faith and reasonable judgment, (i) the acquisition of the Additional Contracts pursuant to this Section 5.20, and (ii) the acquisition of the Purchased Assets pursuant to this Agreement, considered together and as a whole, are commercially reasonable. If Purchaser exercises the Option during the Option Exercise Period (including any extension of the Option Exercise Period pursuant to Section 5.20(b) below), Purchaser and Seller will enter into an amendment to this Agreement or an agreement on substantially similar terms as this Agreement promptly after such exercise providing for Purchaser’s purchase of the Additional Contracts. If Purchaser does not exercise the Option within the Option Exercise Period (including any extension of the Option Exercise Period pursuant to Section 5.20(b) below), Seller shall be free to sell, divest or otherwise transfer the Additional Contracts to one or more Persons without restriction thereafter and this Option shall thereafter terminate. Notwithstanding the foregoing, Purchaser agrees that all of Purchaser’s rights under this Section 5.20 (including, for the avoidance of doubt, the grant of the Option to Purchaser) shall terminate on the earlier to occur of (1) the closing of the Humana Acquisition and (2) the termination of this Agreement pursuant to Article 8. (eb) The Working Capital Facility Collateral Agent agrees Notwithstanding anything to the contrary in Section 5.20(a), if Seller reasonably and in good faith determines that it shall give Purchaser’s purchase of the Interim Notes Collateral Agent Additional Contracts pursuant to the Option is not reasonably likely to be consummated in a timely manner in accordance with the terms set forth in this Agreement, including Section 5.20, taking into account, among other things, any governmental or other Consent requirements for (or potential governmental challenges to) such purchase and the Pari Passu Collateral Agent five likelihood that such Consents will be obtained (5or such challenges overcome) Business Days prior written in a timely manner, Seller shall promptly notify Purchaser in writing of such determination, which notice shall set forth in reasonable detail Seller’s concerns underlying such determination, and Purchaser shall have 10 days after receipt of its intention such notice to commence reasonably respond to the exercise of any enforcement right or remedy against the Shared Collateralissues raised by Seller. In the event that during If after such five Business Day 10-day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send Purchaser is unable to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agentreasonably address Seller’s and the Pari Passu Collateral Agentconcerns as determined in Seller’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its reasonable good faith judgment, deems then Seller shall not be required to offer the Additional Contracts to Purchaser pursuant to the Option, and Purchaser shall not have the right to purchase the Additional Contracts pursuant to the Option. Alternatively, if during such action 10-day period, Purchaser is able to reasonably address Seller’s concerns as determined in Seller’s reasonable good faith judgment, then the Option Exercise Period shall be necessary extended for such additional period of time (up to preserve or protect the Shared Collateral10 days) for Purchaser and Seller to resolve any issues raised by Seller under this Section 5.20(b).

Purchase Option. (a) Upon Within 15 days of the occurrence and during the continuance continuation of an Event a Triggering Event, then, in any such case, any one or more of Default Second Lien Claimholders (acting in their individual capacity or an event of default under the Working Capital Facility Documents that is not cured through one or waived within thirty (30more affiliates) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time right, but not the obligation (each Second Lien Claimholder having a ratable right to make the purchase, with each Second Lien Claimholder’s right to purchase being automatically proportionately increased by the amount not purchased by another Second Lien Claimholder), upon five (5) 5 Business Days’ prior Days advance written notice to the Working Capital Facility Collateral Agent to elect to purchase from such Second Lien Claimholders (a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Purchase Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral to First Lien Agent, as applicablefor the benefit of First Lien Claimholders, to acquire from First Lien Claimholders all (but not less than all) of the Working Capital Facility Collateral Agent right, title, and interest of First Lien Claimholders in and to the First Lien Priority Obligations and the First Lien Loan Documents. The Purchase Notice, if given, shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by in the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Purchase Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days 5 Business Days after the receipt by the Working Capital Facility Collateral First Lien Agent of the Exercise Purchase Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders First Lien Claimholders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, purchasing Second Lien Claimholders and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent purchasing Second Lien Claimholders shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility LendersFirst Lien Claimholders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such saleFirst Lien Priority Obligations. (c) Upon If the purchase option is exercised, such First Lien Obligations shall be purchased pro rata among the Second Lien Creditors giving notice to the First Lien Agent of their intent to exercise the purchase option hereunder according to Second Lien Creditors’ portion of the Second Lien Obligations outstanding on the date of purchase. (d) On the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, purchasing Second Lien Claimholders shall (i) pay to the Working Capital Facility Collateral First Lien Agent, for the benefit of Working Capital Facility LendersFirst Lien Claimholders, as the purchase price therefore, therefor the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness First Lien Obligations (other than the Excess First Lien Obligations and other than First Lien Obligations cash collateralized in accordance with clause (ii) below) then outstanding and unpaid (including principal, interest, fees and expensesunpaid, including reasonable attorneys’ fees any prepayment premiums that would have been payable to First Lien Agent and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document)First Lien Lenders under the First Lien Loan Documents if the commitments thereunder shall have terminated on such date, (ii) furnish cash collateral to the Working Capital Facility Collateral First Lien Agent in such amounts as the Working Capital Facility Collateral First Lien Agent determines is reasonably necessary to secure the Working Capital Facility Collateral First Lien Agent and Working Capital Facility Lenders First Lien Claimholders in connection with any issued and outstanding letters Letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor Credit (but not in any event in an amount greater than 110103% of the aggregate undrawn face amount of such letters Letters of creditCredit), (iii) agree purchase all Bank Product Obligations and Hedging Obligations in an amount reasonably determined to reimburse the Working Capital Facility Collateral be satisfactory by First Lien Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtednessapplicable counterparty, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral First Lien Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability First Lien Claimholders for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or all expenses to the extent caused by earned or resulting from due and payable in accordance with the gross negligence or willful misconduct First Lien Loan Documents (including the reimbursement of the Working Capital Facility Collateral Agentextraordinary expenses, as determined by a final non-appealable order of a court of competent jurisdictionfinancial examination expenses, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligationsappraisal fees). Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral First Lien Agent in New York, New York, as the Working Capital Facility Collateral First Lien Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent Second Lien Trustee for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remittedpurpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, purchasing Second Lien Claimholders to the bank account designated by the Working Capital Facility Collateral First Lien Agent are received in such bank account prior to 1:00 p.m. (2:00 p.m., New York City time) , and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, purchasing Second Lien Claimholders to the bank account designated by the Working Capital Facility Collateral First Lien Agent are received in such bank account later than 1:00 p.m. (2:00 p.m., New York City time). (de) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral First Lien Agent and Working Capital Facility Lenders First Lien Claimholders as to the Working Capital Facility Indebtedness First Lien Obligations so purchased or otherwise and without recourse to the Working Capital Facility Collateral First Lien Agent or Working Capital Facility Lendersany First Lien Claimholder, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders each First Lien Claimholder shall represent and warrant: (i) that the amount quoted by such First Lien Claimholder as its portion of the Working Capital Facility Indebtedness being purchasedpurchase price represents the amount shown as owing with respect to the claims transferred as reflected on its books and records, (ii) that it owns, or has the Working Capital Facility Collateral Agent right to transfer to purchasing Second Lien Claimholders, the rights being transferred, and Working Capital Facility Lenders own the Working Capital Facility Indebtedness (iii) such transfer will be free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorizedLiens. (ef) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent any one or more of Second Lien Claimholders exercises and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise consummates the purchase option given by set forth in this Section 5.6, (i) First Lien Agent shall have the Working Capital Facility Collateral right, but not the obligation, to immediately resign as administrative agent under the First Lien Credit Agreement, and (ii) purchasing Second Lien Claimholders shall have the right, but not the obligation, to require First Lien Agent to immediately resign as administrative agent under the Interim Notes Collateral Agent and Pari Passu Collateral Agent under First Lien Credit Agreement. (g) In this Section 5.6, the Working Capital Facility terms “Second Lien Claimholders” shall refer exclusively to Holders under the Second Lien Indenture, and shall exclude the Trustee and the Collateral Agent. In no event shall the Second Lien Trustee or Second Lien Collateral Agent shall not commence have any foreclosure or other action to sell or otherwise realize upon responsibility for the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing obligations contained in this Section 5.6(e) 5.6 (except as explicitly agreed to by the Second Lien Trustee), and in no event shall restrict either the Second Lien Trustee or prohibit the Working Capital Facility Second Lien Collateral Agent from taking action be responsible for the execution or funding of the purchase option or expenses connected therewith. In no event shall the Second Lien Trustee be obligated to monitor any of the extent that events described in clauses (a) through (e) above, nor shall the Working Capital Facility Collateral AgentSecond Lien Trustee have any responsibility to execute, or any liability in its good faith judgment, deems connection with the execution of such action to be necessary to preserve or protect the Shared Collateralpurchase option.

Purchase Option. (a) Upon On and after the earliest of (i) the occurrence and during the continuance of an a Revolving Event of Default or an event of default under and the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf acceleration of the Interim Notes NoteholdersRevolving Loan Debt or (ii) (a) the amount (including details of amounts of principal, interest, fees and the Pari Passu Collateral Agent on behalf expenses) of the Pari Passu LendersRevolving Loan Debt being purchased, after written demand by (b) that Revolving Lenders own the Trustee Revolving Loan Debt free and clear of any Liens or encumbrances, (c) the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Revolving Loan Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall Parties have the right within ten to assign the Revolving Loan Debt, and (10d) days following receipt the assignment is duly authorized, executed and delivered. Any cash collateral furnished for Letters of the information Credit outstanding which is not required to be delivered pursuant utilized to clauses (a) reimburse the Revolving Loan Secured Parties for any drawings thereunder and (b) fees and expenses associated therewith shall be returned to the Term Loan Agent upon the expiration or cancellation of each such Letter of Credit or after each such Letter of Credit is fully drawn. The obligations of the definition of “Qualified Indemnification Claim” Revolving Loan Secured Parties to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights sell their respective Revolving Loan Debt under this Section 5.62.14 are several and not joint, and if any Revolving Loan Secured Party breaches its obligations to sell its Revolving Loan Debt, the Designated Term Purchaser(s) may (but shall not be obligated to) purchase the Revolving Loan Debt of the other Revolving Loan Secured Parties; it being acknowledged that nothing in this Section 2.14 shall require the Designated Term Purchaser(s) to purchase less than all of the Revolving Loan Debt. (b) On and after the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than the later earliest of (i) thirty the occurrence and during the continuance of a Term Event of Default and the acceleration of the Term Loan Debt or (30ii) the receipt of a Term Loan Enforcement Notice, or (iii) ninety (90) days after the receipt by the Working Capital Facility Collateral Term Loan Agent of the Exercise a Revolving Loan Enforcement Notice, and (iithe Person(s) ten (10) days after receipt designated by the Interim Notes Collateral Revolving Credit Agent or Pari Passu Collateral (the "Designated Revolving Purchaser(s)") shall have the option, by written notice from the Revolving Credit Agent to the Term Loan Agent, as applicable, to purchase all of the information required to be delivered pursuant to clauses Term Loan Debt (a) and (b) of including the definition of “Qualified Indemnification Claim” (Term Loan Secured Parties' collateral interest in the later of Collateral). On the date specified by the Revolving Credit Agent in such datesnotice, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Term Loan Secured Parties shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (ADesignated Revolving Purchaser(s) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtednesssuch Term Loan Debt. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, Designated Revolving Purchaser(s) shall (i) pay to the Working Capital Facility Collateral Term Loan Agent, for its account and the benefit account of Working Capital Facility Lendersthe Term Loan Secured Parties, as the purchase price therefore, therefor the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness such Term Loan Debt then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ ' fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise Term Loan Secured Parties and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility LendersTerm Loan Secured Parties, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Term Loan Secured Parties shall represent and warrant: (ia) the amount (including details of amounts of principal, interest, fees, expenses, and other charges) of the Working Capital Facility Indebtedness Term Loan Debt being purchased, (iib) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Term Loan Secured Parties own the Working Capital Facility Indebtedness Term Loan Debt free and clear of any Liens liens or encumbrances and encumbrances, (iiic) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Term Loan Secured Parties have the right to assign the Working Capital Facility Indebtedness Term Loan Debt and (d) the assignment is duly authorized. (e) , executed and delivered. The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice obligations of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention Term Loan Secured Parties to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent sell their respective Term Loan Debt under this Section 5.62.14 are several and not joint, and if any Term Loan Secured Party breaches its obligations to sell its Term Loan Debt, the Working Capital Facility Collateral Agent Designated Revolving Purchaser(s) may (but shall not commence any foreclosure or other action to sell or otherwise realize upon be obligated to) purchase the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full Term Loan Debt of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained other Term Loan Secured Parties; it being acknowledged that nothing in this Section 5.6(e2.14 shall require the Designated Revolving Purchaser(s) shall restrict or prohibit to purchase less than all of the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared CollateralTerm Loan Debt.

Purchase Option. (a) Upon the occurrence The Company hereby agrees to issue and during the continuance of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, sell to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu ObligationsUnderwriters (and/or their designees), as applicableseverally and not jointly, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations portion of the total Firm Units being purchased by each outstanding Series such Underwriter, on the Effective Date an option ("Underwriters' Purchase Option") for the purchase of Secured Debt an aggregate of 425,000 units ("Underwriters' Units") for an aggregate purchase price of $100. Each of the Underwriters' Units is identical to the Firm Units except that the Warrants included in each casethe Underwriters' Units ("Underwriters' Warrants") have an exercise price of $6.00 (120% of the exercise price of the Warrants included in the Units sold to the public). The Underwriters' Purchase Option shall be exercisable, in whole or in part, commencing on the later of the consummation of a Business Combination and one year from the Effective Date and expiring on the five-year anniversary of the Effective Date at an initial exercise price per Underwriters' Unit of $7.20, which is equal to 120% of the initial public offering price of a Unit. The Underwriters' Purchase Option, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from Underwriters' Units, the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to Underwriters' Warrants and the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt shares of Common Stock issuable upon exercise of the information required Underwriters' Warrants are hereinafter referred to be delivered collectively as the "Underwriters' Securities." The Public Securities and the Underwriters' Securities are hereinafter referred to collectively as the "Securities." Except pursuant to clauses (a) and (bone or more of the exceptions set forth in Rule 2710(g)(2) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion Conduct Rules of the Working Capital Facility Indebtedness; providedNational Association of Securities Dealers, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which Underwriters' Purchase Option shall not be less than five (5) Business Dayssold, nor more than transferred, assigned, pledged or hypothecated, or be the later subject of (i) thirty (30) days after any hedging, short sale, derivative, put or call transaction that would result in the receipt effective economic disposition of the Underwriters' Purchase Option by the Working Capital Facility Collateral Agent holder(s) thereof, for a period of one year immediately following the date the Registration Statement (as hereinafter defined) is declared effective by the Commission (as hereinafter defined). Notwithstanding the foregoing, the Underwriters' Purchase Option shall be transferable to affiliates of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such saleUnderwriters. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateral.

Purchase Option. Upon Retailer’s right to terminate this Agreement for any reason under Section 17(b), Retailer will have the right (but not the obligation), exercisable as provided below, to purchase, or to arrange for the purchase of, not less than all of the Accounts and related Indebtedness (other than Accounts that have been written-off by Bank) for a purchase price payable in immediately available funds in an amount equal to [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Commission]. Anything in this Section 20 to the contrary notwithstanding, Bank shall have no obligation to sell, and Retailer shall have no option to purchase (or arrange for the purchase of) the Accounts and related Indebtedness under this Section unless aggregated outstanding indebtedness (as described above) as of the date of Retailer’s notice to Bank under Section 20(b) below exceeds [**Confidential portion has been omitted pursuant to a request for confidential treatment and has been filed separately with the Commission] ** Confidential portions have been omitted pursuant to a request for confidential treatment by Haverty Furniture Companies, Inc. pursuant to Rule 24B-2 under the Securities Exchange Act of 1934. (a) Upon the occurrence and during the continuance of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a [**Confidential portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered has been omitted pursuant to clauses (a) a request for confidential treatment and (b) of has been fil▇▇ ▇▇▇▇rately with the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6.Commission] (b) On Retailer must exercise its option to purchase the date specified Accounts under Section 20(a) by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in giving notice of such election with its respective Exercise Notice notice of termination. Retailer must thereafter complete such purchase within one hundred twenty (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30120) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later effective date of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portiontermination; provided, provided that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents price is mutually agreeable to both Retailer and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such saleBank. (c) Upon If Retailer exercises its right to purchase, or arrange for the date of such purchase and saleof, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall Accounts and Indebtedness under this Section 20: (i) pay Retailer and Bank agree to work in good faith to prepare the Working Capital Facility Collateral Agent, necessary purchase documents on terms and conditions that are reasonable and customary for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), industry. (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters Retailer will bear all expenses of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents conversion of the Working Capital Facility Collateral Agent Accounts and Working Capital Facility Lenders with the Company Indebtedness to Retailer or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time)its designee. (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateral.

Purchase Option. (a) Upon the occurrence and during the continuance of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, Tenant shall have an option to purchase the option Property (the "Purchase Option") by giving notice of exercise at any time upon five (5) Business Days’ prior written notice to after the Working Capital Facility Collateral Agent to elect to purchase a portion execution of this Lease and on or before the second anniversary of the Working Capital Facility Indebtedness from Commencement Date. Within two business days after giving notice of exercise of the Working Capital Facility LendersPurchase Option, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent escrow shall be irrevocable; provided, that opened by Landlord and Tenant (who shall execute such instructions as are reasonably required to facilitate the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt sale of the information required to be delivered Property pursuant to clauses (a) and (b) an exercise of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; providedPurchase Option, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms hereof and as are reasonably required by the escrow holder in accordance with its customary practice) at Chicago Title Insurance Company, or another title company mutually acceptable to Landlord and Tenant, and $150,000.00 (the "Option Deposit") shall be deposited in escrow by Tenant. Tenant shall have a period of 30 days following the opening of escrow (the "Contingency Period") in which to conduct such investigation and review of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security thereforProperty, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trusteeall matters relating thereto, the Interim Notes Collateral Agentincluding title, the Interim Notes Noteholdersenvironmental factors, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents soil conditions and warrants thatbuilding condition, as it deems necessary or appropriate. Upon request, after the opening of escrow, Landlord shall promptly deliver to Tenant such soil and engineering reports, environmental studies, boundary and topographic studies, plans, building materials and/or other relevant materials as are in Landlord's possession and included within the date it becomes a party to this Agreement, no approval scope of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, Tenant's request. Tenant shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one handorder from Chicago Title Insurance Company, or the Pari Passu Collateral Agent or Pari Passu Lendersanother Title company mutually acceptable to Landlord and Tenant, on other other hand, have a preliminary title report sufficient to enable it to review title to its satisfaction. At any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein time on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) expiration of the Contingency Period, Tenant may by notice to Landlord and the escrow holder disapprove the Property for any reason, whereupon the escrow shall restrict or prohibit In the Working Capital Facility Collateral Agent from taking action absence of such a termination within the Contingency Period, the Option Deposit shall be non refundable, and Tenant shall be obligated to purchase the Property, subject only to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateralconditions hereinafter contained.

Purchase Option. (a) Upon the occurrence and during the continuance continuation of an Event a Triggering Event, then, in any such case, any one or more of Default Second Lien Claimholders (acting in their individual capacity or an event of default under the Working Capital Facility Documents that is not cured through one or waived within thirty (30more affiliates) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time right, but not the obligation (each Second Lien Claimholder having a ratable right to make the purchase, with each Second Lien Claimholder’s right to purchase being automatically proportionately increased by the amount not purchased by another Second Lien Claimholder), upon five (5) 5 Business Days’ prior Days advance written notice to the Working Capital Facility Collateral Agent to elect to purchase from such Second Lien Claimholders (a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Purchase Notice”) from to First Lien Lender, for the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicablebenefit of First Lien Claimholders, to acquire from First Lien Claimholders all (but not less than all) of the Working Capital Facility Collateral Agent right, title, and interest of First Lien Claimholders in and to the First Lien Priority Obligations and the First Lien Loan Documents. The Purchase Notice, if given, shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by in the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Purchase Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days 5 Business Days after the receipt by the Working Capital Facility Collateral Agent First Lien Lender of the Exercise Purchase Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders First Lien Claimholders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, purchasing Second Lien Claimholders and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent purchasing Second Lien Claimholders shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility LendersFirst Lien Claimholders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such saleFirst Lien Priority Obligations. (c) Upon On the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, purchasing Second Lien Claimholders shall (i) pay to the Working Capital Facility Collateral AgentFirst Lien Lender, for the benefit of Working Capital Facility LendersFirst Lien Claimholders, as the purchase price therefore, therefor the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness First Lien Obligations (other than the Excess First Lien Obligations and other than First Lien Obligations cash collateralized in accordance with clause (c)(ii) below) then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document)unpaid, (ii) furnish cash collateral to the Working Capital Facility Collateral Agent First Lien Lender in such amounts as the Working Capital Facility Collateral Agent First Lien Lender determines is reasonably necessary to secure the Working Capital Facility Collateral Agent First Lien Lender and Working Capital Facility Lenders First Lien Claimholders in connection with (A) any issued and outstanding letters Letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor Credit (but not in any event in an amount greater than 110105% of the aggregate undrawn face amount of such letters Letters of creditCredit) and (B) Bank Product Obligations (but not in any event in an amount greater than the Bank Product Reserve), and (iii) agree to reimburse the Working Capital Facility Collateral Agent First Lien Lender and Working Capital Facility Lenders First Lien Claimholders for any checks or other payments provisionally credited all expenses to the Working Capital Facility Indebtednessextent earned or due and payable in accordance with the First Lien Loan Documents (including the reimbursement of extraordinary expenses, and/or as financial examination expenses, and appraisal fees). Anything contained in this paragraph to which the Working Capital Facility Collateral Agent contrary notwithstanding, in the event that (X) purchasing Second Lien Claimholders receive all or Working Capital Facility Lenders has not yet received final payment a portion of any prepayment premium, make-whole obligation or early termination fee payable pursuant to the First Lien Loan Documents in cash, (Y) all First Lien Obligations purchased by such purchasing Second Lien Claimholders and (iv) agree to reimburse all of the Working Capital Facility Collateral Agent Second Lien Obligations, including principal, interest and Working Capital Facility Lenders in respect fees thereon and costs and expenses of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense collection thereof (including reasonable attorneys’ attorneys fees and legal expenses) to the Working Capital Facility Collateral Agent ), are repaid in full in cash, and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1Z) the reasonable costs First Lien Credit Agreement is terminated, in each case, within 180 days following the date on which the purchasing Second Lien Claimholders pay the purchase price described in clauses (i)-(iii) of collection (including reasonable attorneys’ fees and legal expenses) incurred this paragraph, then, within 3 Business Days after receipt by or on behalf such Second Lien Claimholders of such amounts, purchasing Second Lien Claimholders shall pay a supplemental purchase price to First Lien Lender, for the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders benefit of First Lien Claimholders, in respect of such Shared Collateral and (2) any amounts that are required to be turned over their purchase under this Section 5.6 in an amount equal to the Working Capital Facility Collateral Agent portion of the prepayment premium, make-whole obligation or early termination fee received by purchasing Second Lien Claimholders to which First Lien Claimholders would have been entitled to receive had the Working Capital Facility Lenders purchase under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligationsparagraph not occurred. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, First Lien Lender as the Working Capital Facility Collateral Agent First Lien Lender may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent Second Lien Trustee for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remittedpurpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, purchasing Second Lien Claimholders to the bank account designated by the Working Capital Facility Collateral Agent First Lien Lender are received in such bank account prior to 1:00 p.m. (2:00 p.m., New York City time) , and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, purchasing Second Lien Claimholders to the bank account designated by the Working Capital Facility Collateral Agent First Lien Lender are received in such bank account later than 1:00 p.m. (2:00 p.m., New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent First Lien Lender and Working Capital Facility Lenders First Lien Claimholders as to the Working Capital Facility Indebtedness First Lien Obligations so purchased or otherwise and without recourse to the Working Capital Facility Collateral Agent First Lien Lender or Working Capital Facility Lendersany First Lien Claimholder, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders each First Lien Claimholder shall represent and warrant: (i) that the amount quoted by such First Lien Claimholder as its portion of the Working Capital Facility Indebtedness being purchasedpurchase price represents the amount shown as owing with respect to the claims transferred as reflected on its books and records, (ii) that it owns, or has the Working Capital Facility Collateral Agent right to transfer to purchasing Second Lien Claimholders, the rights being transferred, and Working Capital Facility Lenders own the Working Capital Facility Indebtedness (iii) such transfer will be free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorizedLiens. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent any one or more of Second Lien Claimholders exercises and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise consummates the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under set forth in this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein (i) First Lien Lender shall have closed by the Outside Closing Date right, but not the obligation, to immediately resign under the First Lien Credit Agreement, and the Working Capital Facility Collateral Agent (ii) purchasing Second Lien Claimholders shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before right, but not the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit obligation, to require First Lien Lender to immediately resign under the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared CollateralFirst Lien Credit Agreement.

Purchase Option. (a) Upon the occurrence and during the continuance continuation of an Event of Default a Triggering Event, then, in any such case, any one or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf more of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee Term Loan Claimholders (acting in their individual capacity or the Interim Notes Collateral Agent, on the through one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, more affiliates) shall have the option at any time right, but not the obligation (each Term Loan Claimholder having a ratable right to make the purchase, with each Term Loan Claimholder’s right to purchase being automatically proportionately increased by the amount not purchased by another Term Loan Claimholder), upon five (5) 5 Business Days’ Days prior written notice to the Working Capital Facility Collateral Agent to elect to purchase from (or on behalf of) such Term Loan Claimholders (a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Purchase Notice”) to ABL Agent to acquire from the Interim Notes Collateral Agent or Pari Passu Collateral AgentABL Claimholders all (but not less than all) of the right, as applicabletitle, and interest of the ABL Claimholders in and to the Working Capital Facility Collateral Agent ABL Priority Debt and the ABL Documents. The Purchase Notice, if given, shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Term Loan Agent in its respective Exercise the Purchase Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days 5 Business Days after the receipt by the Working Capital Facility Collateral ABL Agent of the Exercise Purchase Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders ABL Claimholders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, purchasing Term Loan Claimholders and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent purchasing Term Loan Claimholders shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility LendersABL Claimholders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such saleABL Priority Debt. (c) Upon On the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall purchasing Term Loan Claimholders shall (i) pay to the Working Capital Facility Collateral ABL Agent, for the benefit of Working Capital Facility Lendersthe ABL Claimholders, as the purchase price thereforetherefor, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness ABL Priority Debt, other than indemnification obligations for which no claim or demand for payment has been made at such time, and other than ABL Priority Debt cash collateralized in accordance with clause (c)(ii) below) then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), unpaid, (ii) furnish cash collateral to the Working Capital Facility Collateral ABL Agent in such amounts as the Working Capital Facility Collateral ABL Agent determines is reasonably necessary to secure the Working Capital Facility Collateral ABL Agent and Working Capital Facility Lenders the ABL Claimholders in connection with respect of (A) any issued and outstanding letters Letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor Credit (but not in any event in an amount greater than 110% the amount required under the ABL Credit Agreement as in effect on the date hereof) of the aggregate undrawn face amount of such letters Letters of credit), Credit) (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited such cash collateral shall be applied to the Working Capital Facility Indebtednessreimbursement of any drawing under a Letter of Credit as and when such drawing is paid and, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect if a Letter of Qualified Indemnification Claims which in fact result in any lossCredit expires undrawn, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received collateral held by the Interim Notes Collateral ABL Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to Letter of Credit shall be turned over remitted to the Working Capital Facility Collateral Term Loan Agent or for the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, benefit of the purchasing Term Loan Claimholders) and (B) Bank Product Obligations (such cash collateral shall be applied to the reimbursement of the Bank Product Obligations as and when such obligations become due and payable and, at such time as all of the Bank Product Obligations are paid in no event shall full, the Interim Notes Collateral remaining cash collateral held by ABL Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than Bank Product Obligations shall be remitted to the Qualified Indemnification ClaimsTerm Loan Agent for the benefit of the purchasing Term Loan Claimholders), and (C) any asserted or threatened (in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losseswriting) claims, demands, actions, suits, proceedings, investigations, liabilities, fines, costs, penalties, or damages or that are the subject of the indemnification provisions of the ABL Credit Agreement (such cash collateral shall be applied to the reimbursement of such obligations as and when they become due and payable and, at such time as all of such obligations are paid in full, the remaining cash collateral held by ABL Agent in respect of indemnification obligations shall be remitted to the Term Loan Agent for the benefit of the purchasing Term Loan Claimholders), in each case in respect of ABL Priority Debt, and (iii) pay to ABL Agent and the other ABL Claimholders the amount of all expenses to the extent caused by earned or resulting from due and payable in accordance with the gross negligence or willful misconduct ABL Documents (including the reimbursement of the Working Capital Facility Collateral Agentattorneys’ fees, as determined by a final non-appealable order of a court of competent jurisdictionfinancial examination expenses, and appraisal fees) and incurred through the date of such purchase. (Dd) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in of federal funds to such bank account of the Working Capital Facility Collateral ABL Agent in New York, New York, as the Working Capital Facility Collateral ABL Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Term Loan Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remittedpurpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, purchasing Term Loan Claimholders to the bank account designated by the Working Capital Facility Collateral ABL Agent are received in such bank account prior to 1:00 p.m. (2:00 p.m., New York City time) , and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, purchasing Term Loan Claimholders to the bank account designated by the Working Capital Facility Collateral ABL Agent are received in such bank account later than 1:00 p.m. (2:00 p.m., New York City time). (de) Anything contained in this paragraph to the contrary notwithstanding, in the event that (i) the purchasing Term Loan Claimholders receive all or a portion of any prepayment premium, make-whole obligation, or early termination fee payable pursuant to any the ABL Documents in cash, (ii) all ABL Debt purchased by such purchasing Term Loan Claimholders including principal, interest and fees thereon and costs and expenses of collection thereof (including reasonable attorneys’ fees and legal expenses), is repaid in full in cash, and (iii) the ABL Credit Agreement is terminated, in each case, within 180 days following the date on which the purchasing Term Loan Claimholders pay the purchase price described in clauses (c)(i)-(iii) of this Section 5.6, then, within 3 Business Days after receipt by such Term Loan Claimholders of such amounts, the purchasing Term Loan Claimholders shall pay a supplemental purchase price to ABL Agent, for the benefit of the ABL Claimholders, in respect of their purchase under this Section 5.6 in an amount equal to the portion of the prepayment premium, make-whole obligation or early termination fee received by the purchasing Term Loan Claimholders to which the ABL Claimholders would have been entitled to receive had the purchase under this Section 5.6 not occurred. (f) Such purchase shall be effected by the execution and delivery of a customary form of assignment and acceptance agreement and shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral ABL Agent and Working Capital Facility Lenders the other ABL Claimholders as to the Working Capital Facility Indebtedness ABL Debt so purchased, or otherwise otherwise, and without recourse to the Working Capital Facility Collateral ABL Agent or Working Capital Facility Lendersany other ABL Claimholder, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders each ABL Claimholder shall represent and warrant: (i) that the amount quoted by such ABL Claimholder as its portion of the Working Capital Facility Indebtedness being purchasedpurchase price represents the amount shown as owing with respect to the claims transferred as reflected on its books and records, (ii) that it owns, or has the Working Capital Facility Collateral Agent right to transfer to the purchasing Term Loan Claimholders, the rights being transferred, and Working Capital Facility Lenders own the Working Capital Facility Indebtedness (iii) such transfer will be free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorizedLiens. (eg) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice any one or more of the Interim Notes Collateral Agent’s Term Loan Claimholders exercises and the Pari Passu Collateral Agent’s intention to exercise consummates the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under set forth in this Section 5.6, the Working Capital Facility Collateral (i) ABL Agent shall have the right, but not commence the obligation, to immediately resign under the ABL Credit Agreement, and (ii) the purchasing Term Loan Claimholders shall have the right, but not the obligation, to require ABL Agent to immediately resign under the ABL Credit Agreement. (h) In the event that any foreclosure one or more of the Term Loan Claimholders exercises and consummates the purchase option set forth in this Section 5.6, (i) the ABL Claimholders shall retain their indemnification rights under the ABL Credit Agreement for actions or other action matters arising on or prior to sell the date of such purchase, and (ii) and in the event that, at the time of such purchase, there exists Excess ABL Debt, the consummation of such purchase option shall not include (nor shall the purchase price be calculated with respect to) such Excess ABL Debt (clauses (i) and (ii), the “Retained Interest”). (i) In the event that a Retained Interest exists, each ABL Claimholder shall, at the request of the purchasing Term Loan Claimholders, execute an amendment to the ABL Credit Agreement acknowledging that such Retained Interest consisting of Excess ABL Debt is a last-out tranche, payable after Payment in Full of ABL Priority Debt and payment in full in cash of all of the Term Loan Priority Debt. Interest with respect to such Retained Interest consisting of Excess ABL Debt shall continue to accrue and be payable in accordance with the terms of the ABL Documents, the Retained Interest shall continue to be secured by the ABL Collateral, and the Retained Interest shall be paid (or otherwise realize upon cash collateralized, as applicable) in accordance with the Shared Collateral or immediately desist from taking any further actionterms of the ABL Credit Agreement and this Agreement. Each ABL Claimholder shall continue to have all rights and remedies of a lender under the ABL Credit Agreement and the other ABL Documents; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein no ABL Claimholder shall have closed by any right to vote on or otherwise consent to any amendment, waiver, departure from, or other modification of any provision of any ABL Document except that the Outside Closing Date and the Working Capital Facility Collateral consent of ABL Agent shall have received payment in full be required for (i) those matters that require the agreement of all lenders under Section 14.1 of the Working Capital Facility Indebtedness ABL Credit Agreement as provided for herein in effect on or before the Outside Closing Date. Nothing contained date hereof and (ii) matters in contravention of the provisions and priorities set forth in this Agreement. (j) Each ABL Grantor irrevocably consents to any assignment effected to one or more Term Loan Claimholder pursuant to this Section 5.6(e) 5.6 for purposes of all ABL Documents and hereby agrees that no further consent from such ABL Grantor shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateralrequired.

Purchase Option. (a) Upon R. Hartslief hereby grants to the occurrence and during the continuance of an Event of Default Company, or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30any designee(s) days, the Interim Notes Collateral Agent on behalf of the Interim Notes NoteholdersCompany (each, and a “Designee”) the Pari Passu Collateral Agent on behalf of the Pari Passu Lendersright to purchase, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five and from time to time on or prior to September 30, 2005 (5the “Option Period”) Business Days’ prior any or all of the Retained Shares at a purchase price of $2.00 per share (the “Per Share Option Price”).The above right may be exercised by the Company and/or any of its Designees, by delivery of written notice to R. Hartslief and Secretary (the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from ), together with the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicabledelivery of a wire transfer, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent R. Hartslief as set forth in New YorkExhibit B attached hereto, New Yorkin immediately available funds, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness aggregate Per Share Option Price for the rights being purchased, so exercised (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear “Aggregate Option Price”). Upon receipt of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness Exercise Notice and the assignment is duly authorized. Aggregate Option Price, R. Hartslief shall instruct Secretary to deliver to the Company the stock certificate for the Retained Shares, together with appropriate stock powers. The Company shall then deliver the Retained Shares and stock powers to its transfer agent with instructions to deliver certificates for the purchased Retained Shares to the applicable purchaser, and deliver a certificate for any non-purchased Retained Shares to Secretary to be held by Secretary pursuant to the terms and conditions of this Section 4 until the expiration of the Option Period, at which time any Retained Shares not purchased by the Company or its Designees pursuant to this Section 4 (ethe “Unsold Shares”) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention be returned to commence the exercise of any enforcement right or remedy against the Shared CollateralR. Hartslief. In the event that during such five Business Day periodthe stock powers executed by R. Hartslief are not sufficient because of the number of purchasers of Retained Shares, R. Hartslief agrees to deliver to Secretary additional stock powers, executed by R. Hartslief in blank. In the event that there are Unsold Shares following the expiration of the Option Period, the Interim Notes Collateral Agent Company will provide reasonable assistance to R. Hartslief from time to time with respect to administrative and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action ministerial actions necessary for her to sell or otherwise realize upon the Shared Collateral transfer any or immediately desist from taking any further action; providedall of such Unsold Shares, that the purchase and sale with respect including, when appropriate under applicable law, (i) by causing counsel to the Working Capital Facility Indebtedness provided for herein shall have closed by Company to issue the Outside Closing Date and opinion referenced in the Working Capital Facility Collateral Agent shall have received payment in full of legend included on the Working Capital Facility Indebtedness as provided for herein on share certificate that represents the Retained Shares or before the Outside Closing Date. Nothing contained in this Section 5.6(e(ii) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems causing a new certificate without such action a legend to be necessary issued to preserve her (b) The Company may assign/transfer any or protect the Shared Collateralall of its purchase rights under subsection 4(a) of this Agreement, by written agreement with any person or entity, a copy of which shall be delivered to R. Hartslief and Secretary.

Purchase Option. (a) Upon Notwithstanding anything in this Agreement to the occurrence and during contrary, on or at any time after (i) the continuance commencement of an Event of Default Insolvency or an event of default under Liquidation Proceeding or (ii) the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf acceleration of the Interim Notes NoteholdersPriority Lien Obligations, and the Pari Passu Collateral Agent on behalf holders of the Pari Passu Lenders, after written demand by Second Lien Debt and each of their respective designated Affiliates (the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall “Second Lien Purchasers”) will have the right, at their sole option and election (but will not be obligated), at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect applicable Priority Lien Representative, to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”manner set forth in Section 3.06(b) below) from the Interim Notes Collateral Agent or Pari Passu Collateral AgentPriority Lien Secured Parties (x) all (but not less than all) Priority Lien Obligations (including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and (y) any loans provided by any of the Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such purchase. Promptly following the receipt of such notice, as applicable, the applicable Priority Lien Representative will deliver to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt Second Lien Trustee a statement of the information required amount of Priority Lien Debt, other Priority Lien Obligations (other than any Priority Lien Obligations constituting Excess Priority Lien Obligations) and DIP Financing provided by any of the Priority Lien Secured Parties, if any, then outstanding and the amount of the cash collateral requested by the Priority Lien Agent to be delivered pursuant to clauses Section 3.06(b)(ii) below. The right to purchase provided for in this Section 3.06 will expire unless, within 10 Business Days after the receipt by the Second Lien Trustee of such notice from the applicable Priority Lien Representative, the Second Lien Trustee delivers to the applicable Priority Lien Representative an irrevocable commitment of the Second Lien Purchasers to purchase (ax) and all (bbut not less than all) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion Priority Lien Obligations (including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and (y) any loans provided by any of the Working Capital Facility Indebtedness; provided, further, that Priority Lien Secured Parties in connection with a DIP Financing and to otherwise complete such revocation is in writing duly signed by purchase on the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights terms set forth under this Section 5.63.06. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent Second Lien Trustee (on behalf of the Second Lien Purchasers) in its respective Exercise Notice such irrevocable commitment (which shall not be less than five (5) Business Days nor more than 20 Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later applicable Priority Lien Representative of such dates, the “Outside Closing Date”)irrevocable commitment), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Priority Lien Secured Parties shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, Second Lien Purchasers (x) all (but not less than all) Priority Lien Obligations (including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (Ay) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless any loans provided by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events Priority Lien Secured Parties in connection with a DIP Financing that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon are outstanding on the date of such purchase sale, subject to any required approval of any Governmental Authority then in effect, if any, and only if on the date of such sale, the Interim Notes Collateral Agent and/or applicable Priority Lien Representative receives the Pari Passu Collateral Agent, as applicable, shall following: (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenderspayment, as the purchase price thereforefor all Priority Lien Obligations sold in such sale, of an amount equal to the full amount of (x) all Priority Lien Obligations (other than outstanding letters of credit as referred to in clause (ii) below) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and (y) loans provided by any of the respective Purchasable Portion of all the Working Capital Facility Indebtedness Priority Lien Secured Parties in connection with a DIP Financing then outstanding and unpaid (including principal, interest, fees and expensesfees, including reasonable attorneys’ fees and legal expenses expenses, but excluding any early termination fee contingent indemnification obligations for which no claim or prepayment penalty demand for payment has been made at or premium payable pursuant prior to such time); provided that in the case of Hedging Obligations that constitute Priority Lien Obligations the Second Lien Purchasers shall cause the applicable agreements governing such Hedging Obligations to be assigned and novated or, if such agreements have been terminated, such purchase price shall include an amount equal to the Working Capital Facility Agreement or sum of any other Working Capital Facility Document)unpaid amounts then due in respect of such Hedging Obligations, calculated using the market quotation method and after giving effect to any netting arrangements; (ii) furnish a cash collateral to the Working Capital Facility Collateral Agent deposit in such amounts amount as the Working Capital Facility Collateral Agent applicable Priority Lien Representative determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with payment of any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit constituting Priority Lien Obligations that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent may become due and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor payable after such sale (but not in any event in an amount greater than 110% one hundred five percent (105%) of the amount then reasonably estimated by the applicable Priority Lien Representative to be the aggregate undrawn face outstanding amount of such letters of creditcredit at such time), which cash collateral shall be (A) held by the applicable Priority Lien Representative as security solely to reimburse the issuers of such letters of credit that become due and payable after such sale and any fees and expenses incurred in connection with such letters of credit and (B) returned to the Second Lien Trustee (except as may otherwise be required by applicable law or any order of any court or other Governmental Authority) promptly after the expiration or termination from time to time of all payment contingencies affecting such letters of credit; and (iii) agree to reimburse any agreements, documents or instruments which the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as applicable Priority Lien Representative may reasonably request pursuant to which the Working Capital Facility Collateral Agent Second Lien Trustee and the Second Lien Purchasers in such sale expressly assume and adopt all of the obligations of the applicable Priority Lien Representative and the Priority Lien Secured Parties under the Priority Lien Documents and in connection with loans provided by any of the Priority Lien Secured Parties in connection with a DIP Financing on and after the date of the purchase and sale and the Second Lien Trustee (or Working Capital Facility Lenders has not yet received final payment and any other representative appointed by the holders of a majority in aggregate principal amount of the Second Lien Debt then outstanding owned by such purchasers) becomes a successor agent thereunder. (ivc) agree to reimburse Such purchase of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense Priority Lien Obligations (including reasonable attorneys’ fees unfunded commitments) and legal expensesany loans provided by any of the Priority Lien Secured Parties in connection with a DIP Financing shall be made on a pro rata basis among the Second Lien Purchasers (or on such other basis as such Second Lien Purchasers may determine) giving notice to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will applicable Priority Lien Representative of their interest to exercise the Interim Notes Collateral Agent or Interim Notes Noteholders, purchase option hereunder according to each such Second Lien Purchaser’s portion of the Second Lien Debt outstanding on the one hand, date of purchase or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, portion as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility ObligationsSecond Lien Purchasers may otherwise agree among themselves. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, applicable Priority Lien Representative as the Working Capital Facility Collateral Agent applicable Priority Lien Representative may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent Second Lien Trustee for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remittedpurpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur occurs if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, Second Lien Purchasers to the bank account designated by the Working Capital Facility Collateral Agent applicable Priority Lien Representative are received in such bank account prior to 1:00 p.m. (12:00 noon, New York City time) , and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, Second Lien Purchasers to the bank account designated by the Working Capital Facility Collateral Agent applicable Priority Lien Representative are received in such bank account later than 1:00 p.m. (12:00 noon, New York City time). (d) Such purchase sale shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Priority Lien Secured Parties as to the Working Capital Facility Indebtedness Priority Lien Obligations, the Collateral or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lendersany Priority Lien Secured Party, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Priority Lien Secured Parties shall represent and warrantwarrant severally as to the Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Priority Lien Secured Parties in connection with a DIP Financing then owing to it: (i) the amount that such applicable Priority Lien Secured Party owns such Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Working Capital Facility Indebtedness being purchased, Priority Lien Secured Parties in connection with a DIP Financing; and (ii) that such applicable Priority Lien Secured Party has the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens necessary corporate or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right other governing authority to assign the Working Capital Facility Indebtedness and the assignment is duly authorizedsuch interests. (e) The Working Capital Facility After such sale becomes effective, the outstanding letters of credit will remain enforceable against the issuers thereof and will remain secured by the Priority Liens upon the Collateral Agent agrees that it shall give in accordance with the Interim Notes Collateral Agent applicable provisions of the Priority Lien Documents as in effect at the time of such sale, and the Pari Passu Collateral Agent five (5) Business Days prior written notice issuers of its intention to commence the exercise letters of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send credit will remain entitled to the Working Capital Facility Collateral Agent the irrevocable notice benefit of the Interim Notes Priority Liens upon the Collateral Agent’s and sharing rights in the Pari Passu Collateral Agent’s intention proceeds thereof in accordance with the provisions of the Priority Lien Documents as in effect at the time of such sale, as fully as if the sale of the Priority Lien Debt had not been made, but only the Person or successor agent to exercise whom the purchase option given by Priority Liens are transferred in such sale will have the Working Capital Facility Collateral Agent right to foreclose upon or otherwise enforce the Priority Liens and only the Second Lien Purchasers in the sale will have the right to direct such Person or successor as to matters relating to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full enforcement of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared CollateralPriority Liens.

Purchase Option. (i) Following the occurrence of a Trigger Event, Junior Creditor may at any time following the occurrence of any such Trigger Event, purchase all, but not less than all, of the Senior Indebtedness (the “Purchase Obligations”) for the Purchase Price. Notwithstanding anything in the Senior Loan Documents to the contrary, no consent of any Loan Party to such purchase shall be required. Such purchase will (a) Upon include all principal of, and all accrued and unpaid interest, fees, and expenses in respect of, all Senior Indebtedness, outstanding at the occurrence time of purchase, (2) be made pursuant to an “Assignment and during Assumption” (as such term is defined in the continuance Senior Credit Agreement, but including only those representations and warranties of the assignor thereunder as are specified in Section 25(vi), collectively, an Event “Assignment”), whereby Junior Creditor will assume all funding commitments and Senior Indebtedness of Default or an event of default the Senior Creditors under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise NoticeSenior Loan Documents, and (ii3) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to otherwise be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell subject to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, terms and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall conditions of this Section 25. Each Senior Creditor will retain all rights to indemnification provided in the relevant Senior Loan Documents for all claims and other amounts relating to facts and circumstances relating to such Senior Creditor’s holdings of the Senior Indebtedness (except to the extent such claims and other amounts were included in the Purchase Price), and such rights shall be secured by the Liens securing the Senior Indebtedness. No amendment, modification or waiver following any purchase under this Section 25 of any indemnification provisions under the Senior Loan Documents shall be effective as to any Senior Creditor or any Related Parties or other related indemnified person of such Senior Creditor (“Indemnified Senior Person”) without the prior written consent of such Indemnified Senior Person, and, subject to any limitations contained in the Senior Loan Documents, such indemnification provisions shall continue in full force and effect for the benefit of the Indemnified Senior Persons whether or held harmless not any Senior Loan Documents otherwise remain in effect. (ii) Junior Creditor, if it desires to purchase all of the Purchase Obligations, will deliver a written notice (the “Purchase Notice”) to Senior Administrative Agent that (a) is signed by any Obligor the Junior Creditor, (b) states that it is a Purchase Notice under this Section 25, (c) states that Junior Creditor is irrevocably (subject to agreement on the calculation of the Purchase Price) electing to purchase, in accordance with the terms this Section 25, 100% of all of the Working Capital Facility Documents as to actions or events Purchase Obligations, and (d) designates a purchase date (the “Purchase Date”) on which the purchase will occur, that occurred or did is (A) at least three (3) but not occur prior to the closing more than twenty (20) calendar days after Senior Administrative Agent’s receipt of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security thereforPurchase Notice, and (B) nothing contained in clause not more than twenty-five (A25) above calendar days after the Trigger Event. A Purchase Notice will be ineffective if it is received by Senior Administrative Agent after the occurrence giving rise to the Trigger Event is waived, cured, or otherwise ceases to exist. At all times after the Trigger Event until the Senior Administrative Agent shall restrict or limit have received the indemnification rights of any TrusteePurchase Notice, the Interim Notes Collateral Agent, Senior Administrative Agent and the Interim Notes Noteholders, the Pari Passu Collateral Agent Senior Creditors may exercise any and all rights and remedies arising under any Senior Loan Documents or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such saleapplicable law. (ciii) Upon On the date of such purchase and salePurchase Date, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility LendersJunior Creditor shall, as the purchase price therefore(the “Purchase Price”) for the Purchase Obligations (a) pay to the Senior Administrative Agent in cash an amount equal to all outstanding Senior Indebtedness as of the Purchase Date, (b) with respect to each then outstanding letter of credit, each unterminated Secured Swap Agreement and any other contingent obligations other than contingent obligations to the full extent that no claim giving rise thereto has been asserted (each, a “Contingent Obligation”), deliver to Senior Administrative Agent an amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid cash or cash equivalents necessary (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral as determined by Senior Administrative Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (its sole discretion but not to exceed in any event in an amount greater than 110103% of the aggregate undrawn face amount of such letters Contingent Obligation (in the case of creditany Secured Swap Agreement to be the termination value for such Secured Swap Agreement as of the most recent Business Day for which such amount can be determined) to cash collateralize such Contingent Obligations (or make such other arrangements as are reasonably acceptable to Senior Administrative Agent in its sole discretion to assume any reimbursement obligations relating to such Contingent Obligations), and (iiic) without duplication of the amounts set forth in clause (a), pay to Senior Administrative Agent in cash an amount equal to all outstanding obligations and liabilities in respect of Secured Swap Agreements and Secured Treasury Management Agreements, respectively, (d) without duplication of the amounts set forth in clause (a), pay to Senior Administrative Agent in cash an amount equal to all other asserted valid and enforceable indemnity obligations, and (e) without duplication of the amounts set forth in clause (a), shall agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Senior Creditors for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to resulting from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will granting of provisional credit for checks or other payments credited against the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability Senior Indebtedness for such amounts in excess of the cash proceeds of Shared Collateral which final payment has not yet been received by the Interim Notes Collateral Agent or Senior Creditors. (iv) On the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6Purchase Date, (Ba) in no event shall Junior Creditor will execute and deliver the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdictionAssignment, and (Db) any amounts reimbursed by Junior Creditor will pay the Interim Notes Collateral Purchase Price to Senior Administrative Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal of immediately available funds to such bank account as determined by Senior Administrative Agent. (v) Promptly after the closing of the Working Capital Facility Collateral purchase of all Purchase Obligations, Senior Administrative Agent in New York, New York, as will distribute the Working Capital Facility Collateral Agent may designate in writing Purchase Price to the Interim Notes Collateral Senior Creditors in accordance with the terms of the Senior Loan Documents. Senior Administrative Agent and Pari Passu Collateral Agent will apply cash collateral to reimburse the Senior Creditors for such purpose not less than three (3) Business Days prior Contingent Obligations to the date extent such obligations cease being contingent. When all Contingent Obligations have been satisfied or terminated (with the consent of each applicable Senior Creditor), any remaining cash collateral will be returned to the Junior Creditor. (vi) The Senior Creditors will be entitled to rely on which the statements, representations, and warranties in the Purchase Notice without investigation, even if the Senior Creditors are notified that any such amounts are to statement, representation, or warranty is not or may not be so remittedtrue. Interest shall be calculated to but excluding the Business Day on which such The purchase and sale shall occur if of the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) Purchase Obligations under this Section 25 will be without recourse and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without any representation or warranty of any kind whatsoever by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility LendersSenior Creditors, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders each Senior Creditor shall represent and warrant: warrant that, on the Purchase Date, immediately before giving effect to the purchase, (ia) the amount quoted in writing by the Senior Administrative Agent and such Creditor as its portion of Purchase Obligations represents the amount thereof owing to such Creditor on its books and records, (b) it owns, or has the right to transfer to the Junior Creditor its respective portion of the Working Capital Facility Indebtedness being purchasedPurchase Obligations, and (iic) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness such transfer shall be free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorizedLiens. (evii) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice obligations of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention Senior Creditors to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent sell their respective Purchase Obligations under this Section 5.6, the Working Capital Facility Collateral Agent shall 25 are several and not commence any foreclosure or other action joint and several. If a Senior Creditor breaches its obligation to sell its Purchase Obligations under this Section 25 (a “Defaulting Creditor”), then no other Senior Creditor will be obligated to purchase the Defaulting Creditor's Purchase Obligations for resale to Junior Creditor. A Senior Creditor that complies with this Section 25 will not be in default of this Agreement or otherwise realize upon be deemed liable for any action or inaction of any Defaulting Creditor; provided that nothing in this subsection (vii) will affect the Shared Collateral or immediately desist from taking Junior Creditor's obligation to purchase all of the Purchase Obligations. (viii) Each Credit Party hereby consents to any further action; provided, that assignment effected to the Junior Creditor pursuant to this Section 25. (ix) Upon consummation of the purchase contemplated by this Section 25, each Issuing Bank (under and sale with respect to as defined in the Working Capital Facility Indebtedness provided for herein Senior Credit Agreement) shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full no obligation to issue, renew or extend any letter of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateralcredit.

Purchase Option. (ai) Upon At any time from and after the occurrence and during the continuance of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) daysa Trigger Event, the Interim Notes Collateral Senior Administrative Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the continuing option at any time upon five (5) Business Days’ prior the “Purchase Option”), but not the obligation, exercisable by delivery of an irrevocable written notice to the Working Capital Facility Collateral Senior Administrative Agent to elect to purchase (a portion “Purchase Notice”), as representative of the Working Capital Facility Indebtedness from the Working Capital Facility First Lien Lenders, ratably to acquire for the benefit of the Committed Term B Lenders all (but not less than all) of the right, title, and interest of the First Lien Lenders in proportion and to the outstanding First Lien Obligations of each outstanding Series of Secured Debt (in each case, and the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocableLoan Documents; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses provided that: (a) and the Senior Administrative Agent shall have received written instructions from one or more of the Term B Lenders (the “Committed Term B Lenders”) to consummate the Purchase Option; (b) the Senior Administrative Agent shall have received the full amount of the definition of “Qualified Indemnification Claim” Trigger Purchase Price from the Committed Term B Lenders; (c) the Senior Administrative Agent shall have been indemnified, in form and substance satisfactory to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; providedSenior Administrative Agent, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6Committed Term B Lenders. (bii) Each First Lien Lender hereby agrees to sell, transfer and assign all of its interest in the First Lien Obligations and the Loan Documents upon exercise of the Purchase Option in accordance with this Agreement. Each First Lien Lender agrees to execute and deliver a countersigned copy of an Assignment and Acceptance Agreement for 100% of the First Lien Loan Obligations held by such First Lien Lender to effectuate the sale pursuant to the Purchase Option. The sale shall be without representation and warranty of any kind other than those set forth in the Assignment and Acceptance Agreement and subject only to receipt of such First Lien Lender’s Pro Rata Share of the Trigger Purchase Price. (iii) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Senior Administrative Agent in its respective Exercise the Purchase Notice (which date shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days 5 Business Days after the receipt by the Working Capital Facility Collateral Senior Administrative Agent of the Exercise Purchase Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility First Lien Lenders shall sell to the Interim Notes Collateral Agent and/or Senior Administrative Agent, for the Pari Passu Collateral Agentbenefit of the Committed Term B Lenders, and the Interim Notes Collateral Agent and/or Senior Administrative Agent, for the Pari Passu Collateral Agent benefit of the Committed Term B Lenders, shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility First Lien Lenders, the respective Purchasable Portion; providedFirst Lien Obligations: (iv) From and after the date that the Senior Administrative Agent, that (A) on behalf of the Working Capital Facility Collateral Committed Term B Lenders, delivers a Purchase Notice, the Senior Administrative Agent and Working Capital Facility the First Lien Lenders shall retain all rights not take any Lien Enforcement Action (to be indemnified or held harmless by any Obligor the extent such action has not been previously taken in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the this Agreement). A purchase and sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders First Lien Obligations pursuant to this Section 5.3(f) may be initiated at any time after a Trigger Event has occurred and is continuing and shall close within 5 Business Days after receipt by the Working Capital Facility Documents assumed as a result Senior Administrative Agent of the purchase Purchase Notice. The Senior Administrative Agent shall receive payment in full of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, Purchase Price as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required provided for herein within such sale5 Business Day period. (cv) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Senior Administrative Agent, for the benefit of Working Capital Facility the Committed Term B Lenders, as shall pay in cash to each First Lien Lender, an amount equal to such First Lien Lender’s Pro Rata Share of the purchase price thereforeTrigger Purchase Price. (vi) The Committed Term B Lenders agree to pay to the Senior Administrative Agent, for the benefit of the First Lien Lenders, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium Term A Loan Applicable Prepayment Premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral Loan Documents as in effect on the date hereof within 3 Business Days to the Working Capital Facility Collateral Agent in such amounts as extent actually received by the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Committed Term B Lenders in connection with any issued and outstanding letters of credit provided by cash within 45 days following the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to date on which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Committed Term B Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Senior Administrative Agent or Pari Passu Lenderson their behalf, on other other hand, have any liability for such amounts in excess of pay the cash proceeds of Shared Collateral Purchase Price. Any Term A Loan Applicable Prepayment Premium received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Committed Term B Lenders thereafter shall not be paid to the Senior Administrative Agent or the Working Capital Facility First Lien Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over but shall instead belong to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, Committed Term B Lenders. (Bvii) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral The Purchase Price shall be remitted by wire transfer in federal funds to such bank account as the Senior Administrative Agent, on behalf of the Working Capital Facility Collateral Agent in New YorkFirst Lien Lenders, New York, as the Working Capital Facility Collateral Agent may shall designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remittedpurpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are Purchase Price is received in such bank account prior to 1:00 p.m. 2:00 p.m., (New York City time) ), and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are Purchase Price is received in such bank account later than 1:00 2:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateral.

Purchase Option. (a) Upon Without prejudice to the enforcement of the remedies of the Senior Agent and the other Senior Claimholders, at any time during the twenty (20) day period following the occurrence and during the continuance of an Event of Default a Triggering Event, then, in any such case, any one or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf more of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee Subordinated Claimholders (acting in their individual capacity or the Interim Notes Collateral Agent, on the through one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, more affiliates) shall have the option at any time right, but not the obligation (each Subordinated Claimholder having a ratable right to make the purchase, with each Subordinated Claimholder’s right to purchase being automatically proportionately increased by the amount not purchased by another Subordinated Claimholder), upon five ten (510) Business Days’ prior advance written notice to the Working Capital Facility Collateral Agent to elect to purchase from (or on behalf of) such Subordinated Claimholders (a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Purchase Notice”) to the Senior Agent, for the benefit of the Senior Claimholders, to acquire from the Interim Notes Collateral Agent or Pari Passu Collateral AgentSenior Claimholders all (but not less than all) of the right, as applicabletitle, and interest of the Senior Claimholders in and to the Working Capital Facility Collateral Agent Senior Obligations and the Senior Loan Documents. The Purchase Notice, if given, shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by in the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Purchase Notice (which shall not be less more than five ten (510) Business Days, nor more than the later of (i) thirty (30) days Days after the receipt by the Working Capital Facility Collateral Senior Agent of the Exercise Purchase Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Senior Claimholders shall sell to the Interim Notes Collateral Agent and/or purchasing Subordinated Claimholders (the Pari Passu Collateral Agent, “Purchasing Subordinated Claimholders”) and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent Purchasing Subordinated Claimholders shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility LendersSenior Claimholders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such saleSenior Obligations. (c) Upon On the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, Purchasing Subordinated Claimholders shall (i1) pay to the Working Capital Facility Collateral Senior Agent, for the benefit of Working Capital Facility Lendersthe Senior Claimholders, as the purchase price therefore, therefor the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness Senior Obligations (other than Senior Obligations cash collateralized in accordance with clause (c)(2) below) then outstanding and unpaid (including principalunpaid, interestincluding, fees and expensesfor the avoidance of doubt, including reasonable attorneys’ fees and legal expenses but excluding any prepayment premium or early termination fee or prepayment penalty or premium and any amounts payable pursuant to Section 2.10(e) of the Working Capital Facility Senior Credit Agreement, if the Senior Obligations are prepaid in full and all commitments under the Senior Credit Agreement or any other Working Capital Facility Document)are terminated in full at such time, (ii2) furnish cash collateral to the Working Capital Facility Collateral Senior Agent in such amounts as the Working Capital Facility Collateral Senior Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Senior Agent and Working Capital Facility Lenders the Senior Claimholders in connection with any issued and outstanding letters Letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit)Credit, (iii3) agree to reimburse the Working Capital Facility Collateral Senior Agent and Working Capital Facility Lenders the Senior Claimholders for any checks or other payments provisionally credited all expenses to the Working Capital Facility Indebtednessextent earned or due and payable in accordance with the Senior Loan Documents (including the reimbursement of extraordinary expenses, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment financial examination expenses, and appraisal fees), and (iv4) agree to reimburse indemnify and hold harmless the Working Capital Facility Collateral Agent Senior Claimholders from and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in against any loss, costliability, claim, damage or expense (including reasonable attorneys’ fees and expenses of legal expensescounsel) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have arising out of any liability for such amounts in excess of the cash proceeds of Shared Collateral received claim asserted by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders a third party in respect of such Shared Collateral and (2) the Senior Obligations as a direct result of any amounts that are required to be turned over to acts by the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Subordinated Agent or any Interim Notes Noteholderother Subordinated Claimholder occurring after the date of the purchase and sale of the Senior Obligations, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused found by or resulting a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligationssuch Subordinated Claimholder. Such purchase price price, cash collateral, reimbursements and cash collateral other payments shall be remitted remitted, without set-off, recoupment or counterclaim, by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Senior Agent in New York, New York, as the Working Capital Facility Collateral Senior Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Subordinated Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remittedpurpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, Purchasing Subordinated Claimholders to the bank account designated by the Working Capital Facility Collateral Senior Agent are received in such bank account prior to 1:00 p.m. (3:00 p.m., New York City time) , and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, Purchasing Subordinated Claimholders to the bank account designated by the Working Capital Facility Collateral Senior Agent are received in such bank account later than 1:00 p.m. (3:00 p.m., New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Senior Agent and Working Capital Facility Lenders the Senior Claimholders as to the Working Capital Facility Indebtedness Senior Obligations so purchased or otherwise and without recourse to the Working Capital Facility Collateral Senior Agent or Working Capital Facility Lendersany Senior Claimholder, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders each Senior Claimholder shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii1) that the Working Capital Facility Collateral Agent amount quoted by such Senior Claimholder as its portion of the purchase price represents the amount shown as owing with respect to the claims transferred as reflected on its books and Working Capital Facility Lenders own records (but without representation or warranty as to the Working Capital Facility Indebtedness collectability, validity or enforceability thereof), (2) it owns, or has the right to transfer to purchasing Subordinated Claimholders, the rights being transferred, and (3) such transfer will be free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorizedLiens. (e) The Working Capital Facility Collateral Agent agrees that it shall give If the Interim Notes Collateral Subordinated Claimholders fail to exercise their purchase right under this Section 9 within the twenty (20) day period described above in Section 9(a), or fail to close the purchase within the required time period described above in Section 9(a), the Senior Agent and the Pari Passu Collateral Agent five Senior Claimholders shall have no further obligations pursuant to this Section 9. (5f) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent any one or more of Subordinated Claimholders exercises and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise consummates the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under set forth in this Section 5.69, (1) the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Senior Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before right, but not the Outside Closing Date. Nothing contained in this Section 5.6(eobligation, to immediately resign under the Senior Credit Agreement, and (2) the purchasing Subordinated Claimholders shall restrict or prohibit have the Working Capital Facility Collateral right, but not the obligation, to require the Senior Agent from taking action to immediately resign under the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared CollateralSenior Credit Agreement.

Purchase Option. (a) Upon Without prejudice to the enforcement of the remedies of the Senior Agents and the other Senior Claimholders, at any time during the fifteen (15) Business Day period following the occurrence and during the continuance of an Event of Default a Triggering Event, then, in any such case, any one or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf more of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee Subordinated Claimholders (acting in their individual capacity or the Interim Notes Collateral Agent, on the through one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, more affiliates) shall have the option right, but not the obligation (each Subordinated Claimholder having a ratable right to make the purchase, with each Subordinated Claimholder’s right to purchase being automatically proportionately increased by the amount not purchased by another Subordinated Claimholder), upon advance written notice from such Subordinated Claimholders (a “Purchase Notice”) to the Senior Agents (which notice may be given at any time upon five (5) Business Days’ prior written notice to during the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days Business Days following receipt the occurrence of the information required Triggering Event), for the benefit of the Senior Claimholders, to be delivered pursuant to clauses acquire from the Senior Claimholders all (a) and (bbut not less than all) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion right, title, and interest of the Working Capital Facility Indebtedness; provided, further, that such revocation is Senior Claimholders in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day periodSenior Obligations and the Senior Loan Documents. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder The Purchase Notice, if given, shall have any rights under this Section 5.6be irrevocable. (b) On the date specified by in the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Purchase Notice (which shall not be less later than five (5x) ten (10) Business Days, nor more than the later of (i) thirty (30) days Days after the receipt by the Working Capital Facility Collateral Agent Senior Agents of the Purchase Notice or (y) fifteen (15) Business Days after occurrence of the Triggering Event), the Senior Claimholders shall sell to the purchasing Subordinated Claimholders and purchasing Subordinated Claimholders shall purchase from the Senior Claimholders, the Senior Obligations. During the seven (7) Business Day period following occurrence of the Triggering Event, the Senior Agent and the other Senior Claimholders shall not, absent the existence of Exigent Circumstances, Exercise Notice, and any Secured Creditor Remedies until the end of such seven (ii7) Business Day period. In the event that the Subordinated Agent delivers the Purchase Notice to the Senior Agents within the ten (10) days Business Day period following the occurrence of the Triggering Event, the Senior Agent and the other Senior Claimholders shall not, absent the existence of Exigent Circumstances, Exercise any Secured Creditor Remedies (to the extent such action has not been taken) until the earlier of (x) the tenth (10th) Business Day after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, Senior Agents of the information required to be delivered pursuant to clauses Purchase Notice or (ay) and the fifteenth (b15th) Business Day after occurrence of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such saleTriggering Event. (c) Upon On the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, purchasing Subordinated Claimholders shall (i) pay to the Working Capital Facility Collateral each Senior Agent, for the benefit of Working Capital Facility Lendersthe applicable Senior Claimholders, as the purchase price therefore, therefor the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness Senior Obligations (other than Senior Obligations cash collateralized in accordance with clause (c)(ii) below) then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document)unpaid, (ii) furnish cash collateral (A) Letter of Credit Collateralization to the Working Capital Facility Collateral Senior Revolving Loan Agent in such amounts as the Working Capital Facility Collateral Senior Revolving Loan Agent determines is reasonably necessary (but not in excess of 105% of the face amount thereof) to secure the Senior Revolving Loan Agent and the applicable Senior Claimholders in connection with any issued and outstanding Letters of Credit, and (B) Bank Product Collateralization to the Senior Revolving Loan Agent in such amounts as the Senior Revolving Loan Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Senior Revolving Loan Agent and Working Capital Facility Lenders the applicable Senior Claimholders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit)Bank Product Obligations, (iii) agree to reimburse the Working Capital Facility Collateral Agent Senior Agents and Working Capital Facility Lenders the Senior Claimholders for any checks or other payments provisionally credited all expenses to the Working Capital Facility Indebtednessextent earned or due and payable in accordance with the Senior Loan Documents (including the reimbursement of extraordinary expenses, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment financial examination expenses, and appraisal fees), and (iv) agree if the purchasing Subordinated Claimholders include the Sponsor or any of its Affiliates, pay a supplemental purchase price to reimburse each Senior Agent, for the Working Capital Facility Collateral Agent and Working Capital Facility Lenders benefit of the Senior Claimholders, in respect of Qualified Indemnification Claims their purchase under this Section 9 in an amount equal to the portion of the prepayment premium, make-whole obligation or early termination fee to which the Senior Agents and the other Senior Claimholders would have been entitled to receive had the Senior Obligations been paid in fact result full on the date of such purchase and sale. Anything contained in this paragraph to the contrary notwithstanding, in the event that (W) purchasing Subordinated Claimholders do not include the Sponsor or any lossof its Affiliates, cost(X) purchasing Subordinated Claimholders receive all or a portion of any prepayment premium, damage make-whole obligation or expense early termination fee payable pursuant to the Senior Loan Documents in cash, (Y) all Senior Obligations purchased by such purchasing Subordinated Claimholders and all of the Subordinated Obligations, including principal, interest and fees thereon and costs and expenses of collection thereof (including reasonable attorneys’ attorneys fees and legal expenses), are repaid in full in cash, and (Z) each Senior Credit Agreement is terminated, in each case, within 90 days following the date on which the purchasing Subordinated Claimholders pay the purchase price described in clauses (i)-(iii) of this paragraph, then, within three (3) Business Days after receipt by such Subordinated Claimholders of such amounts, purchasing Subordinated Claimholders shall pay a supplemental purchase price to each applicable Senior Agent, for the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess benefit of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agentapplicable Senior Claimholders, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over their purchase under this Section 9 in an amount equal to the Working Capital Facility Collateral Agent portion of the prepayment premium, make-whole obligation or early termination fee received by purchasing Subordinated Claimholders to which the Working Capital Facility Lenders Senior Claimholders would have been entitled to receive had the purchase under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligationsparagraph not occurred. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral applicable Senior Agent in New York, New York, as the Working Capital Facility Collateral such Senior Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Subordinated Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remittedpurpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, purchasing Subordinated Claimholders to the bank account designated by the Working Capital Facility Collateral applicable Senior Agent are received in such bank account prior to 1:00 p.m. (2:00 p.m., New York City time) , and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, purchasing Subordinated Claimholders to the bank account designated by the Working Capital Facility Collateral applicable Senior Agent are received in such bank account later than 1:00 p.m. (2:00 p.m., New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent Senior Agents and Working Capital Facility Lenders the Senior Claimholders as to the Working Capital Facility Indebtedness Senior Obligations so purchased or otherwise and without recourse to the Working Capital Facility Collateral any Senior Agent or Working Capital Facility Lendersany Senior Claimholder, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders each Senior Claimholder shall represent and warrant: (i) that the amount quoted by such Senior Claimholder as its portion of the Working Capital Facility Indebtedness being purchasedpurchase price represents the amount shown as owing with respect to the claims transferred as reflected on its books and records, (ii) that it owns, or has the Working Capital Facility Collateral Agent right to transfer to purchasing Subordinated Claimholders, the rights being transferred, and Working Capital Facility Lenders own the Working Capital Facility Indebtedness (iii) such transfer will be free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorizedLiens. (e) The Working Capital Facility Collateral Agent agrees that it shall give If the Interim Notes Collateral Agent Subordinated Claimholders fail to exercise their purchase right under this Section 9 within the ten (10) day period described above in Section 9(a), or fail to close the purchase within the required time period ,described above in Section 9(a), the Senior Agents and the Pari Passu Collateral Agent five Senior Claimholders shall have no further obligations to the Subordinated Claimholders under this Section 9. (5f) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent any one or more of Subordinated Claimholders exercises and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise consummates the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under set forth in this Section 5.69, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral (i) each Senior Agent shall have received payment in full of the Working Capital Facility Indebtedness right, but not the obligation, to immediately resign its role as provided for herein on or before such under the Outside Closing Date. Nothing contained in this Section 5.6(eapplicable Senior Credit Agreement, and (ii) purchasing Subordinated Claimholders shall restrict or prohibit have the Working Capital Facility Collateral right, but not the obligation, to require each Senior Agent from taking action to immediately resign under the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateralapplicable Senior Credit Agreement.

Purchase Option. (a) Upon Notwithstanding anything in this Agreement to the occurrence and during contrary, on or at any time after (i) the continuance commencement of an Event of Default Insolvency or an event of default under Liquidation Proceeding or (ii) the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf acceleration of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Priority Lien Obligations, as applicable, shall EXXI (the “Second Lien Purchaser”) will have the right, at its sole option and election (but will not be obligated), at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect Priority Lien Agent, to purchase a portion from the Priority Lien Secured Parties all (but not less than all) Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Working Capital Facility Indebtedness from Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the Working Capital Facility Lenders, ratably in proportion to date of such purchase. Promptly following the outstanding Obligations receipt of each outstanding Series of Secured Debt (in each casesuch notice, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Priority Lien Agent or Pari Passu Collateral Agent, as applicable, will deliver to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt EXXI a statement of the information required amount of Priority Lien Debt, other Priority Lien Obligations and DIP Financing provided by any of the Priority Lien Secured Parties, if any, then outstanding and the amount of the cash collateral requested by the Priority Lien Agent to be delivered pursuant to clauses Section 3.06(b)(ii) below. The right to purchase provided for in this Section 3.06 will expire unless, within 10 Business Days after the receipt by EXXI of such notice from the Priority Lien Agent, EXXI delivers to the Priority Lien Agent an irrevocable commitment of the Second Lien Purchaser to purchase all (a) and (bbut not less than all) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Working Capital Facility Indebtedness; provided, further, that Priority Lien Secured Parties in connection with a DIP Financing and to otherwise complete such revocation is in writing duly signed by purchase on the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights terms set forth under this Section 5.63.06. (b) On the date specified by EXXI (on behalf of the Interim Notes Collateral Agent or Pari Passu Collateral Agent Second Lien Purchaser) in its respective Exercise Notice such irrevocable commitment (which shall not be less than five (5) Business Days nor more than 20 Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Priority Lien Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)irrevocable commitment), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Priority Lien Secured Parties shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, Second Lien Purchaser all (but not less than all) Priority Lien Obligations (including unfunded commitments) and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless any loans provided by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events Priority Lien Secured Parties in connection with a DIP Financing that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon are outstanding on the date of such purchase sale, subject to any required approval of any Governmental Authority then in effect, if any, and only if on the date of such sale, the Interim Notes Collateral Priority Lien Agent and/or receives the Pari Passu Collateral Agent, as applicable, shall following: (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenderspayment, as the purchase price thereforefor all Priority Lien Obligations sold in such sale, of an amount equal to the full amount of all Priority Lien Obligations (other than outstanding letters of credit as referred to in clause (ii) below) and loans provided by any of the respective Purchasable Portion of all the Working Capital Facility Indebtedness Priority Lien Secured Parties in connection with a DIP Financing then outstanding and unpaid (including principal, interest, fees and expensesfees, including reasonable attorneys’ fees and legal expenses expenses, but excluding any early termination fee contingent indemnification obligations for which no claim or prepayment penalty demand for payment has been made at or premium payable pursuant prior to such time); provided that in the case of Hedging Obligations that constitute Priority Lien Obligations the Second Lien Purchaser shall cause the applicable agreements governing such Hedging Obligations to be assigned and novated or, if such agreements have been terminated, such purchase price shall include an amount equal to the Working Capital Facility Agreement or sum of any other Working Capital Facility Document)unpaid amounts then due in respect of such Hedging Obligations, calculated using the market quotation method and after giving effect to any netting arrangements; (ii) furnish a cash collateral to the Working Capital Facility Collateral Agent deposit in such amounts amount as the Working Capital Facility Collateral Priority Lien Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with payment of any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit constituting Priority Lien Obligations that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent may become due and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor payable after such sale (but not in any event in an amount greater than 110% one hundred five percent (105%) of the amount then reasonably estimated by the Priority Lien Agent to be the aggregate undrawn face outstanding amount of such letters of creditcredit at such time), which cash collateral shall be (A) held by the Priority Lien Agent as security solely to reimburse the issuers of such letters of credit that become due and payable after such sale and any fees and expenses incurred in connection with such letters of credit and (B) returned to EXXI (except as may otherwise be required by applicable. law or any order of any court or other Governmental Authority) promptly after the expiration or termination from time to time of all payment contingencies affecting such letters of credit; and (iii) agree any agreements, documents or instruments which the Priority Lien Agent may reasonably request pursuant to reimburse which EXXI and the Working Capital Facility Collateral Second Lien Purchaser in such sale expressly assume and adopt all of the obligations of the Priority Lien Agent and Working Capital Facility Lenders for the Priority Lien Secured Parties under the Priority Lien Documents and in connection with loans provided by any checks of the Priority Lien Secured Parties in connection with a DIP Financing on and after the date of the purchase and sale and EXXI (or any other payments provisionally credited representative appointed by the holders of a majority in aggregate principal amount of the Intercompany Note then outstanding) becomes a successor agent thereunder. (c) Such purchase of the Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Priority Lien Secured Parties in connection with a DIP Financing shall be made by EXXI giving notice to the Working Capital Facility Indebtedness, and/or as Priority Lien Agent of its interest to which exercise the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligationspurchase option hereunder. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Priority Lien Agent in New York, New York, as the Working Capital Facility Collateral Priority Lien Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent EXXI for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remittedpurpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur occurs if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, EXXI to the bank account designated by the Working Capital Facility Collateral Priority Lien Agent are received in such bank account prior to 1:00 p.m. (12:00 noon, New York City time) , and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, EXXI to the bank account designated by the Working Capital Facility Collateral Priority Lien Agent are received in such bank account later than 1:00 p.m. (12:00 noon, New York City time). (d) Such purchase sale shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Priority Lien Secured Parties as to the Working Capital Facility Indebtedness Priority Lien Obligations, the Collateral or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lendersany Priority Lien Secured Party, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Priority Lien Secured Parties shall represent and warrantwarrant severally as to the Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Priority Lien Secured Parties in connection with a DIP Financing then owing to it: (i) the amount that such applicable Priority Lien Secured Party own such Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Working Capital Facility Indebtedness being purchased, Priority Lien Secured Parties in connection with a DIP Financing; and (ii) that such applicable Priority Lien Secured Party has the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens necessary corporate or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right other governing authority to assign the Working Capital Facility Indebtedness and the assignment is duly authorizedsuch interests. (e) The Working Capital Facility After such sale becomes effective, the outstanding letters of credit will remain enforceable against the issuers thereof and will remain secured by the Priority Liens upon the Collateral Agent agrees that it shall give in accordance with the Interim Notes Collateral Agent applicable provisions of the Priority Lien Documents as in effect at the time of such sale, and the Pari Passu Collateral Agent five (5) Business Days prior written notice issuers of its intention to commence the exercise letters of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send credit will remain entitled to the Working Capital Facility Collateral Agent the irrevocable notice benefit of the Interim Notes Priority Liens upon the Collateral Agent’s and sharing rights in the Pari Passu Collateral Agent’s intention proceeds thereof in accordance with the provisions of the Priority Lien Documents as in effect at the time of such sale, as fully as if the sale of the Priority Lien Debt had not been made, but only the Person or successor agent to exercise whom the purchase option given by Priority Liens are transferred in such sale will have the Working Capital Facility Collateral Agent right to foreclose upon or otherwise enforce the Priority Liens and only the Second Lien Purchaser in the sale will have the right to direct such Person or successor as to matters relating to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full enforcement of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing DatePriority Liens. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateral.ARTICLE IV OTHER AGREEMENTS

Purchase Option. (a) Upon To the occurrence and during extent provided in the continuance of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) daysCompany's bylaws, as amended from time to time, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt to reacquire all or any part of the information required to be delivered shares received pursuant to clauses your Award (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6a "Purchase Option"). (b) On To the date specified by extent a Purchase Option is not provided in the Interim Notes Collateral Agent or Pari Passu Collateral Agent Company's bylaws, as amended from time to time, the Company shall have a Purchase Option as to the shares you received pursuant to your Award that have not as yet vested in its respective Exercise accordance with the Vesting Schedule on the Grant Notice (which shall not be less than five (5"Unvested Shares") Business Days, nor more than on the later of following terms and conditions: (i) thirty The Company shall, simultaneously with termination of your Continuous Service, automatically reacquire for your original Purchase Price as specified in the Grant Notice all of the Unvested Shares, unless the Company agrees to waive its Purchase Option as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to you or your representative (30with a copy to the Escrow Agent) within ninety (90) days after the receipt termination of your Continuous Service, and the Escrow Agent may then release to you the number of Unvested Shares not being reacquired by the Working Capital Facility Collateral Agent Company. If the Company does not waive its Purchase Option as to all of the Exercise NoticeUnvested Shares, and then upon such termination of your Continuous Service, the Escrow Agent shall transfer to the Company the number of shares the Company is reacquiring. (ii) ten The Company shall pay for the reacquired Unvested Shares in cash within ninety (1090) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, termination of the information required to your Continuous Service. (iii) The shares issued under your Award shall be delivered held in escrow pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior Joint Escrow Instructions attached to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed Grant Notice as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such saleAttachment IV. (civ) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay Subject to the Working Capital Facility Collateral Agentprovisions of your Award, for the benefit you shall exercise all rights and privileges of Working Capital Facility Lenders, as the purchase price therefore, the full amount a shareholder of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shares deposited in escrow. You shall have closed by be deemed to be the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full holder of the Working Capital Facility Indebtedness as provided shares for herein on purposes of receiving any dividends that may be paid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or before all of such shares have not yet vested and been released from the Outside Closing Date. Nothing contained Company's Purchase Option. (v) If, from time to time, there is any stock dividend, stock split or other change in this Section 5.6(e) shall restrict the character or prohibit amount of any of the Working Capital Facility Collateral Agent from taking action outstanding stock of the corporation the stock of which is subject to the extent that provisions of your Award, then in such event any and all new, substituted or additional securities to which you are entitled by reason of your ownership of the Working Capital Facility Collateral Agent, in its good faith judgment, deems shares acquired under your Award shall be immediately subject to the Purchase Option with the same force and effect as the shares subject to this Purchase Option immediately before such action to be necessary to preserve or protect the Shared Collateralevent.

Purchase Option. (a) Upon The Mortgage Lender hereby agrees with and for the occurrence and during benefit of the continuance Holding Company Lenders that, in the case of an Event of Default or an event of default under the Working Capital Facility Mortgage Loan Documents that is not cured or waived within thirty (30) daysresulting in an acceleration of the Mortgage Loan by the Mortgage Lender, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Holding Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, Lenders shall have the option at any a one (1) time upon five (5) Business Days’ prior right, exercisable on written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “"Exercise Notice”") from given by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, Holding Company Lenders to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right Mortgage Lender within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days Days after receipt by the Interim Notes Collateral Agent of notice of such acceleration, without waiving or Pari Passu Collateral Agentcuring the Event of Default, as to purchase all right, title and interest of the Mortgage Lender in and to the Mortgage Loan in its entirety at a price equal to the greater of (x) the fair market value of the Mortgage Loan and (y) the aggregate of the principal, all ac- crued and unpaid interest (including, if applicable, of interest at the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)default rate), late charges, prepayment premiums and all other amounts due from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell Mortgage Borrower under the Mortgage Loan Documents as set forth by the Mortgage Lender in a notice given to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Holding Company Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent within five (5) Business Days prior written after the Mortgage Lender's receipt of the Exercise Notice, as such notice may be updated through the closing date of its intention the purchase of the Mortgage Loan. The closing of the purchase of the Mortgage Loan by the Holding Company Lenders pursuant to commence the exercise Exercise Notice shall take place within fifteen (15) Business Days after delivery of the Exercise Notice at such place in New York County, New York as shall be reasonably designated by the Mortgage Lender. At any such closing the Mortgage Lender shall, upon receipt of (i) the applicable purchase price therefor and (ii) an Opinion of Counsel to the effect that such purchase constitutes a "qualified liquidation" (as such term is defined in Section 860F(a)(4) of the Code), assign and transfer to the Hold- ing Company Lenders all right, title and interest of the Mortgage Lender in and to the Mortgage Loan and all Mortgage Loan Docu- ments and lender's title insurance policies then held by the Mortgage Lender pursuant to such instruments of assignment (which, in the case of any enforcement recorded Mortgage Loan Documents, shall be in recordable form) as shall be reasonably acceptable to the Mortgage Lender and the Holding Company Lenders. Any sale of the Mortgage Loan by the Mortgage Lender to the Holding Company Lenders pursuant to the foregoing purchase option shall be with- out any representation by and/or recourse to the Mortgage Lender, except for representations from the Mortgage Lender that it has good title to the Mortgage Loan and has all requisite right or remedy against and authority to sell and assign the Shared Collateralsame to the Holding Company Lenders. In the event that during such five Business Day period, the Interim Notes Collateral Agent purchase price for the Mortgage Loan shall be based upon the fair market value thereof and the Pari Passu Collateral Agent Holding Company Lenders shall send dispute the Mortgage Lender's calculation of the fair market value of the Mortgage Loan by written notice to the Working Capital Facility Collateral Agent Mortgage Lender (a "Dispute Notice") within five (5) Business Days after the irrevocable notice delivery by the Mortgage Lender of its fair market value determination, then the parties shall use good faith efforts for a period of up to five (5) Business Days after the delivery of the Interim Notes Collateral Agent’s Dispute Notice to agree upon the fair market value of the Mortgage Loan and, in the event no such agreement is reached, neither party shall have any further obligation to the other in connection with the sale and purchase of the Pari Passu Collateral Agent’s intention to exercise the purchase option given Mortgage Loan. The Holding Company Lenders will pay all costs and expenses incurred by the Working Capital Facility Collateral Agent to Mortgage Lender in connection with the Interim Notes Collateral Agent and Pari Passu Collateral Agent Holding Company Lender's exercise of their rights under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateral6.

Purchase Option. 28.1 Tenant shall have the right of first refusal to purchase the Building on the following terms and conditions: (a) Upon If (i) Landlord receives an unsolicited offer to purchase the occurrence Building (whether by sale of the Building as an asset or by sale or transfer of 100% of the ownership interests in the entity that constitutes the Landlord [or similar transfer if the primary purpose of such sale or transfer of ownership interests, instead of the sale of the Building as an asset, is to avoid the payment of Maryland and during Baltimore City transfer and recordation taxes]) and (ii) Landlord intends to accept such offer (hereinafter referred to as an “Acceptable Offer”), then Landlord shall send to Tenant a duplicate copy of the continuance Acceptable Offer together with a notice stating that Landlord intends to accept such Acceptable Offer (the “Offer Notice”). Within ten (10) business days of Landlord’s giving Tenant an Event Offer Notice, Tenant shall have the right to advise Landlord in writing that Tenant desires to purchase the Building in accordance with the terms and conditions of Default or an event the Acceptable Offer. (b) If Tenant timely advises Landlord that it desires to purchase the Building in accordance with the terms and conditions of default under the Working Capital Facility Documents that is not cured or waived Acceptable Offer, Landlord and Tenant shall enter into a contract of sale for the Building in accordance with the terms and conditions of the Acceptable Offer within thirty (30) days, the Interim Notes Collateral Agent on behalf days of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect Tenant notifying Landlord that it desires to purchase a portion the Building. The contract of the Working Capital Facility Indebtedness from the Working Capital Facility Lenderssale shall provide, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; providedamong other things, that the Interim Notes Collateral Agent or Pari Passu Collateral AgentLease shall terminate as of the day of settlement of the contract of sale, with all rent payable under the Lease to be adjusted as applicableof such date unless Tenant elects that the sale shall be subject to the terms, shall have covenants, and conditions of the right Lease other than the provisions of this section. (c) If: (i) Tenant timely advises Landlord that Tenant does not desire to purchase the Building in accordance with the terms and conditions of the Acceptable Offer, (ii) Tenant does not advise Landlord within ten (10) business days following receipt of Landlord’s giving Tenant an Offer Notice that it desires to purchase the Building in accordance with the terms and conditions of the information required Acceptable Offer, or (iii) Landlord and Tenant fail to be delivered pursuant to clauses enter into a contract of sale for the Building in accordance with the terms and conditions of the Acceptable Offer within the thirty (a30) and day time period therefor under subsection (b) above, then Landlord shall have the unrestricted and unfettered right to enter into a contract of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicablesale for, and is received by to actually sell, transfer and convey, the Working Capital Facility Collateral Agent prior Building to any party on terms and conditions acceptable to Landlord in the expiration exercise of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder Landlord’s sole and absolute subjective discretion. (d) Tenant shall have no right to exercise any rights under this Section 5.6. (b) On 28.1 to purchase the Building if Tenant is in default of any of its obligations under this Lease, past any applicable notice and cure period, on the date specified by Tenant notifies Landlord that it desires to purchase the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor Building in accordance with the terms of the Working Capital Facility Documents as Acceptable Offer pursuant to actions subsection (b) above or events that occurred or did not occur at any time thereafter prior to the closing under any contract of sale. (a) If, during the Lease Term, Landlord intends to sell the Building as a single asset (i.e., a transaction that does not involve the sale, conveyance or transfer of the Building and the sale, conveyance or transfer of other real estate [other than the Building] owned by Landlord or one of Landlord’s Affiliates [as defined below] pursuant to a single transaction) (whether by sale of the Building as an asset or by sale or transfer of 100% of the ownership interests in the entity that constitutes the Landlord [or similar transfer if the primary purpose of such sale or transfer of ownership interests, instead of the sale of the Working Capital Facility Indebtedness Building as an asset, is to avoid the Interim Notes Collateral Agent and/or payment of Maryland and Baltimore City transfer and recordation taxes), Landlord shall notify Tenant of Landlord’s intent to sell the Pari Passu Collateral Agent, but shall not retain any rights to Building (the security therefor, “Sale Notice”) and (B) nothing contained include in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as Sale Notice the purchase price therefore, at which Landlord desires to sell the full amount of Building (the respective Purchasable Portion of all “Target Asking Price”). Landlord and Tenant shall have fifteen (15) business days to negotiate the Working Capital Facility Indebtedness then outstanding terms and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order conditions of a court contract of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent sale for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein Building, which negotiations shall be conducted in good faith. If the parties agree within such fifteen (15) business day period on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) fundamental terms and conditions of the purchase and sale of the Building, the parties shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agentuse reasonable, in its good faith judgment, deems such action efforts to be necessary to preserve or protect execute and deliver a contract of sale for the Shared Collateral.Building within twenty (20) business days after the expiration of the initial fifteen (15) business day period. If the parties

Purchase Option. (a) Upon If there is (i) an acceleration of the occurrence and during Senior Obligations in accordance with the continuance of Senior Credit Agreement, (ii) an Event of Default arising from the failure of the Company to make any payment in respect of principal, interest or an event of default fees (other than administrative agency or collateral agency fees) under the Working Capital Facility Documents Senior Credit Agreement that is not cured waived by the Senior Creditors within 60 days of its occurrence, or waived (iii) the commencement of an Insolvency Proceeding (each a “Purchase Event”), then Subordinated Claimholders may, within thirty 10 Business Days of any such Purchase Event, and not afterwards, deliver a Purchase Notice (30as defined below) daysto purchase all, the Interim Notes Collateral Agent on behalf but not less than all, of the Interim Notes Noteholders, Senior Obligations and unfunded commitments under the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Senior Loan Documents that if funded would constitute Senior Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each casecollectively, the “Purchasable PortionPurchase Obligations”)) for the Purchase Price. Notwithstanding anything in the Senior Loan Documents to the contrary, no consent of any Obligor to such purchase shall be required. Such purchase will (1) include all principal of, and all accrued and unpaid interest, fees, and expenses in respect of, all Senior Obligations, and all other Senior Obligations and unfunded commitments under the Senior Loan Documents that if funded would constitute Senior Obligations, outstanding at the time of purchase, (2) be made pursuant to an “Assignment” (as such term is defined in the Senior Credit Agreement, but including only those representations and warranties of the Assignor thereunder as are specified in Section 17(b)), whereby the Subordinated Claimholders will assume all funding commitments and Senior Obligations of the Senior Creditors under the Senior Loan Documents, and (3) otherwise be subject to the terms and conditions of this Section 17. Each Senior Claimholder will retain all rights to indemnification provided in the relevant Senior Loan Documents for all claims and other amounts relating to facts and circumstances relating to such Senior Claimholder’s holdings of the Senior Obligations (except to the extent such claims and other amounts were included in the Purchase Price), and such rights shall be secured by the Liens securing the Senior Obligations. No amendment, modification or waiver following any purchase under this Section 17 of any indemnification provisions under the Senior Loan Documents shall be effective as to any Senior Claimholder or any Affiliate or officer, director, employee or other related indemnified person of such Senior Creditor (“Indemnified Senior Person”) without the prior written consent of such Indemnified Senior Person, and such indemnification provisions shall continue in full force and effect for the benefit of the Indemnified Senior Persons whether or not any Senior Loan Documents otherwise remain in effect. (b) (1) The Subordinated Claimholders desiring to purchase all of the Purchase Obligations (the “Purchasing Creditors”) will deliver a written notice (an the “Exercise Purchase Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; providedin accordance with Section 17(a) above that (1) is signed by the Purchasing Creditors, (2) states that it is a Purchase Notice under this Section 17, (3) states that each Purchasing Creditor is irrevocably electing to purchase, in accordance with this Section 17, the percentage of all of the Purchase Obligations stated in the Purchase Notice for that Purchasing Creditor, which percentages must aggregate exactly 100% for all Purchasing Creditors, and (4) designates a purchase date (the “Purchase Date”) on which the purchase will occur, that is (x) at least 5 but not more than 10 Business Days after the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following ’s receipt of the information required to be delivered pursuant to clauses (a) Purchase Notice, and (by) of not more than 20 Business Days after the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and Purchase Event. A Purchase Notice will be ineffective if it is received by the Working Capital Facility Collateral Agent prior after the occurrence giving rise to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business DaysPurchase Event is waived, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one handcured, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required otherwise ceases to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time)exist. (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateral.

Purchase Option. (a) Upon Notwithstanding anything in this Agreement to the occurrence and during contrary, on or at any time after (i) the continuance commencement of an Event of Default Insolvency or an event of default under Liquidation Proceeding or (ii) the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf acceleration of the Interim Notes NoteholdersPriority Lien Obligations, and the Pari Passu Collateral Agent on behalf holders of the Pari Passu Lenders, after written demand by Second Lien Debt and each of their respective designated Affiliates (the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall “Second Lien Purchasers”) will have the right, at their sole option and election (but will not be obligated), at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Priority Lien Agent, to purchase from the Priority Lien Secured Parties all (but not less than all) Priority Lien Obligations (including unfunded commitments then in effect) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and any loans provided by any of the Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such purchase. Promptly following the receipt of such notice, the Priority Lien Agent will deliver to the Second Lien Collateral Agent to elect to purchase a portion statement of the Working Capital Facility Indebtedness from the Working Capital Facility Lendersamount of Priority Lien Debt, ratably in proportion to the outstanding other Priority Lien Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”other than any Priority Lien Obligations constituting Excess Priority Lien Obligations) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt and DIP Financing provided by any of the information required Priority Lien Secured Parties, if any, then outstanding and the amount of the cash collateral requested by the Priority Lien Agent to be delivered pursuant to clauses Section 3.06(b)(ii) below. The right to purchase provided for in this Section 3.06 will expire unless, within 10 Business Days after the receipt by the Second Lien Collateral Agent of such notice from the Priority Lien Agent, the Second Lien Collateral Agent delivers to the Priority Lien Agent an irrevocable commitment of the Second Lien Purchasers to purchase all (a) and (bbut not less than all) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion Priority Lien Obligations (including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and any loans provided by any of the Working Capital Facility Indebtedness; provided, further, that Priority Lien Secured Parties in connection with a DIP Financing and to otherwise complete such revocation is in writing duly signed by purchase on the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights terms set forth under this Section 5.63.06. (b) On the date specified by the Interim Notes Second Lien Collateral Agent or Pari Passu Collateral Agent (on behalf of the Second Lien Purchasers) in its respective Exercise Notice such irrevocable commitment (which shall not be less than five (5) Business Days nor more than 20 Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Priority Lien Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)irrevocable commitment), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Priority Lien Secured Parties shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, Second Lien Purchasers all (but not less than all) Priority Lien Obligations (including unfunded commitments) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless any loans provided by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events Priority Lien Secured Parties in connection with a DIP Financing that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon are outstanding on the date of such purchase sale, subject to any required approval of any Governmental Authority then in effect, if any, and only if on the date of such sale, the Interim Notes Collateral Priority Lien Agent and/or receives the Pari Passu Collateral Agent, as applicable, shall following: (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenderspayment, as the purchase price thereforefor all Priority Lien Obligations sold in such sale, of an amount equal to the full amount of all Priority Lien Obligations (other than outstanding letters of credit as referred to in clause (ii) below) other than any Priority Lien Obligations constituting Excess Priority Lien Obligations and loans provided by any of the respective Purchasable Portion of all the Working Capital Facility Indebtedness Priority Lien Secured Parties in connection with a DIP Financing then outstanding and unpaid (including principal, interest, fees and expensesfees, including reasonable attorneys’ fees and legal expenses expenses, but excluding any early termination fee contingent indemnification obligations for which no claim or prepayment penalty demand for payment has been made at or premium payable pursuant prior to such time); provided that in the case of Hedge Obligations that constitute Priority Lien Active.18117613.5 Obligations, the Second Lien Purchasers shall cause the applicable agreements governing such Hedge Obligations to be assigned and novated or, if such agreements have been terminated, such purchase price shall include an amount equal to the Working Capital Facility Agreement or sum of any other Working Capital Facility Document)unpaid amounts then due in respect of such Hedge Obligations, calculated using the market quotation method and after giving effect to any netting arrangements; (ii) furnish a cash collateral to the Working Capital Facility Collateral Agent deposit in such amounts amount as the Working Capital Facility Collateral Priority Lien Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with payment of any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit constituting Priority Lien Obligations that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent may become due and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor payable after such sale (but not in any event in an amount greater than 110% one hundred five percent (105%) of the amount then reasonably estimated by the Priority Lien Agent to be the aggregate undrawn face outstanding amount of such letters of creditcredit at such time), which cash collateral shall be (A) held by the Priority Lien Agent as security solely to reimburse the issuers of such letters of credit that become due and payable after such sale and any fees and expenses incurred in connection with such letters of credit and (B) returned to the Second Lien Collateral Agent (except as may otherwise be required by applicable law or any order of any court or other Governmental Authority) promptly after the expiration or termination from time to time of all payment contingencies affecting such letters of credit; and (iii) agree any agreements, documents or instruments which the Priority Lien Agent may reasonably request pursuant to reimburse which the Working Capital Facility Second Lien Collateral Agent and Working Capital Facility Lenders for the Second Lien Purchasers in such sale expressly assume and adopt all of the obligations of the Priority Lien Agent and the Priority Lien Secured Parties under the Priority Lien Documents and in connection with loans provided by any checks of the Priority Lien Secured Parties in connection with a DIP Financing on and after the date of the purchase and sale and the Second Lien Collateral Agent (or any other payments provisionally credited representative appointed by the holders of a majority in aggregate principal amount of the Second Lien Debt then outstanding) becomes a successor agent thereunder. (c) Such purchase of the Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Priority Lien Secured Parties in connection with a DIP Financing shall be made on a pro rata basis among the Second Lien Purchasers giving notice to the Working Capital Facility Indebtedness, and/or as Priority Lien Agent of their interest to which exercise the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree purchase option hereunder according to reimburse each such Second Lien Purchaser’s portion of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, Second Lien Debt outstanding on the one hand, date of purchase or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, portion as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility ObligationsSecond Lien Purchasers may otherwise agree among themselves. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Priority Lien Agent in New York, New York, as the Working Capital Facility Collateral Priority Lien Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Second Lien Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remittedpurpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur occurs if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, Second Lien Purchasers to the bank account designated by the Working Capital Facility Collateral Priority Lien Agent are received in such bank account prior to 1:00 p.m. (12:00 noon, New York City time) , and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, Second Lien Purchasers to the bank account designated by the Working Capital Facility Collateral Priority Lien Agent are received in such bank account later than 1:00 p.m. (12:00 noon, New York City time). (d) Such purchase sale shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Priority Lien Secured Parties as to the Working Capital Facility Indebtedness Priority Lien Obligations, the Collateral or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lendersany Priority Lien Secured Party, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Priority Lien Secured Parties shall represent and warrantwarrant severally as to the Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Priority Lien Secured Parties in connection with a DIP Financing then owing to it: (i) the amount that such applicable Priority Lien Secured Party owns such Priority Lien Obligations (including unfunded commitments) and any loans provided by any of the Working Capital Facility Indebtedness being purchased, Priority Lien Secured Parties in connection with a DIP Financing; and (ii) that such applicable Priority Lien Secured Party has the Working Capital Facility necessary corporate or other governing authority to assign such interests. Active.18117613.5 (e) After such sale becomes effective, the outstanding letters of credit will remain enforceable against the issuers thereof and will remain secured by the Priority Liens upon the Collateral Agent in accordance with the applicable provisions of the Priority Lien Documents as in effect at the time of such sale, and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free issuers of letters of credit will remain entitled to the benefit of the Priority Liens upon the Collateral and clear sharing rights in the proceeds thereof in accordance with the provisions of any the Priority Lien Documents as in effect at the time of such sale, as fully as if the sale of the Priority Lien Debt had not been made, but, except with respect to cash collateral held by the issuer(s) of such letters of credit, only the Person or successor agent to whom the Priority Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders are transferred in such sale will have the right to assign foreclose upon or otherwise enforce the Working Capital Facility Indebtedness Priority Liens and only the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give Second Lien Purchasers in the Interim Notes Collateral Agent and sale will have the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention right to commence the exercise of any enforcement right direct such Person or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send successor as to matters relating to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full enforcement of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared CollateralPriority Liens.

Purchase Option. (a) Upon the occurrence and during the continuance of an Revolving Facility Event of Default or an event and the acceleration of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf any portion of the Interim Notes NoteholdersRevolving Facility Obligations, and any one or more Term Loan Lenders (including any group thereof) holding in the Pari Passu Collateral Agent on behalf aggregate at least a majority in principal amount of the Pari Passu Lenders, after written demand by the Trustee Term Loan Obligations then outstanding (acting in their individual capacity or the Interim Notes Collateral Agent, on the through one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, more affiliates) shall have the option at any time upon five right, but not the obligation, to purchase (5each Term Loan Lender having a ratable right to purchase) Business Days’ prior written notice from Revolving Facility Lender all (but not less than all) of the right, title, and interest of Revolving Facility Lender in and to the Working Capital Revolving Facility Collateral Obligations and the Revolving Facility Documents, in accordance with the procedures set forth in this Section 7.01. For purposes of this Section 7.01, Letters of Credit outstanding under the Revolving Facility Credit Agreement will be deemed to have a principal amount equal to 105% of the maximum potential liability of Revolving Facility Lender in respect thereof under the Revolving Facility Credit Agreement. (i) Revolving Facility Agent to elect to purchase a agrees that it will notify Term Loan Agent of the occurrence of an Revolving Facility Event of Default and the acceleration of any portion of the Working Capital Revolving Facility Indebtedness from Obligations within three (3) Business Days of the Working Capital date of such acceleration (such notice, a “Revolving Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable PortionAcceleration Notice”). Such notice (an shall prominently include the title “Exercise Revolving Facility Acceleration Notice”. (ii) from Term Loan Agent agrees that, within three (3) Business Days of receipt by Term Loan Agent of such Revolving Facility Acceleration Notice, it will notify the Interim Notes Collateral Term Loan Lenders of such Revolving Facility Acceleration Notice. Within ten (10) Business Days of the date of the notice by Term Loan Agent of such Revolving Facility Acceleration Notice to any Term Loan Lender (or, if no notice or Pari Passu Collateral Agent, as applicable, to the Working Capital Revolving Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, Acceleration Notice shall have the right been given to such Term Loan Lender, within ten (10) days following Business Days of the date such Term Loan Lender obtains actual knowledge of such Revolving Facility Event of Default and acceleration of any portion of the Revolving Facility Obligations), such Term Loan Lender (or any group of Term Loan Lenders including such Term Loan Lenders) holding in the aggregate at least a majority in principal amount of the Term Loan Obligations then outstanding (acting in its or their individual capacity or through one or more affiliates) may (but shall not be obligated to) send to Term Loan Agent, a written firm offer to purchase (a “Purchase Election”) all (but not less than all) of the right, title, and interest of Revolving Facility Lenders in and to the Revolving Facility Obligations and the Revolving Facility Documents. Promptly upon receipt of any such Purchase Election, Term Loan Agent will notify the information required Revolving Facility Agent of such Purchase Election (a “Purchase Notice”), which Purchase Notice shall specify a date for purchase not less than two (2) and no more than fifteen (15) Business Days from the date of delivery thereof. The Purchase Notice, if given, shall be irrevocable. (iii) To the extent that the aggregate amount of Revolving Facility Obligations in respect of which Purchase Elections are received exceeds the aggregate amount of Revolving Facility Obligations then outstanding, each Term Loan Lender submitting a Purchase Election in accordance with the foregoing shall be allocated by the Term Loan Agent the right to be delivered pursuant purchase such right, title and interest of Revolving Facility Lenders in and to clauses the Revolving Facility Obligations and the Revolving Facility Documents, (ax) first, with a principal amount of Revolving Facility Obligations then outstanding (based on the aggregate principal amount of Term Loan Obligations then held by such Term Loan Lenders) and (by) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; providedsecond, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration extent any principal amount of such ten-day period. Neither Revolving Facility Obligation remains unallocated, according to the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6foregoing, with a principal amount of Revolving Facility Obligations equal to such Term Loan Lender’s ratable share of such unallocated principal amount of Revolving Facility Obligations in respect of which such Term Loan Lender has submitted such Purchase Election. (b) On the date specified by in the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Purchase Notice (which shall not be less than five two (52) or more than fifteen (15) Business Days, nor more than the later of (i) thirty (30) days Days after the receipt by the Working Capital Facility Collateral Agent delivery of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Purchase Notice to Revolving Facility Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Revolving Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, purchasing persons or Term Loan Lenders and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent such purchasing persons or Term Loan Lenders shall purchase from the Working Capital Facility Collateral Agent and Working Capital Revolving Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Revolving Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such saleObligations. (c) Upon On the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agentpurchasing persons or Term Loan Lenders, as applicable, shall (i) pay to the Working Capital Revolving Facility Collateral Agent, for the benefit of Working Capital Revolving Facility Lenders, as the purchase price therefore, therefor the full amount of the respective Purchasable Portion of all the Working Capital Revolving Facility Indebtedness Obligations (other than Revolving Facility Obligations cash collateralized in accordance with clause (c)(ii) below) then outstanding and unpaid (including principalunpaid, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Revolving Facility Collateral Agent in such amounts as the Working Capital Revolving Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Revolving Facility Collateral Agent and Working Capital Revolving Facility Lenders in connection with (A) any issued and outstanding letters Letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor Credit (but not in any event in an amount greater than 110105% of the aggregate undrawn face amount of such letters Letters of creditCredit) and (B) Bank Product Obligations (but not in any event in an amount greater than the Reserves for the Bank Product), and (iii) agree to reimburse the Working Capital Revolving Facility Collateral Agent and Working Capital Revolving Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or all expenses to the extent caused by reimbursement thereof is earned or resulting from due and payable, in each case, in accordance with the gross negligence or willful misconduct of the Working Capital Revolving Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and Documents (D) excluding any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligationsprepayment premium). Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Revolving Facility Collateral Agent in New York, New York, as the Working Capital Revolving Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Term Loan Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remittedpurpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, purchasing Term Loan Lenders to the bank account designated by the Working Capital Revolving Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (2:00 p.m., New York City time) , and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, purchasing Term Loan Lenders to the bank account designated by the Working Capital Revolving Facility Collateral Agent are received in such bank account later than 1:00 p.m. (2:00 p.m., New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Revolving Facility Collateral Agent and Working Capital Revolving Facility Lenders as to the Working Capital Revolving Facility Indebtedness Obligations so purchased or otherwise and without recourse to the Working Capital Revolving Facility Collateral Agent or Working Capital any Revolving Facility LendersLender, except that the Working Capital each Revolving Facility Collateral Agent and Working Capital Facility Lenders Lender shall represent and warrant: (i) that the amount quoted by such Revolving Facility Lender as its portion of the Working Capital Facility Indebtedness being purchasedpurchase price represents the amount shown as owing with respect to the claims transferred as reflected on its books and records, (ii) that it owns, or has the Working Capital Facility Collateral Agent right to transfer to such purchasing persons or Term Loan Lenders, as applicable, the rights being transferred, and Working Capital Facility Lenders own the Working Capital Facility Indebtedness (iii) such transfer will be free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorizedLiens. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during any one or more of Term Loan Lenders or such five Business Day periodother persons designate by Term Loan Agent, exercises and consummates the purchase option set forth in this Section 7.01, (i) Revolving Facility Agent shall have the right, but not the obligation, to immediately resign under the Revolving Facility Credit Agreement, and (ii) such purchasing persons or Term Loan Lenders, as applicable, shall have the right, but not the obligation, to require Revolving Facility Agent to immediately resign under the Revolving Facility Credit Agreement. (f) Commencing on the date immediately following the Revolving Facility Agent’s receipt of any Purchase Notice, the Interim Notes Collateral Revolving Facility Agent and the Pari Passu Collateral Agent shall send to the Working Capital Revolving Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent Lenders shall not commence complete or take any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; providedEnforcement Action, that as long as the purchase and sale with respect to of the Working Capital Revolving Facility Indebtedness Obligations provided for herein in this Section 7.01 shall have closed by within fifteen (15) Business Days of the Outside Closing Date Revolving Facility Agent’s receipt of the Purchase Notice and the Working Capital Revolving Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e7.01 within such fifteen (15) shall restrict or prohibit Business Day period unless the Working Capital Revolving Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgmentreasonable discretion, deems such action shall determine that the failure to be necessary take any Enforcement Action or the delay in taking any Enforcement Action with respect to preserve or protect the Shared CollateralRevolving Facility First Lien Collateral would materially and adversely prejudice the Revolving Facility Lenders.

Purchase Option. (a) Upon The Senior Indebtedness Representative, on behalf of itself and the occurrence and during the continuance holders of Senior Indebtedness, agrees that if (i) an Event of Default or an event of default under the Working Capital Facility Senior Revolving Credit Documents that has occurred and is not cured continuing, and as a result of such Event of Default under the Senior Revolving Credit Documents (A) the Senior Indebtedness has been accelerated and/or (B) the Majority Lenders are pursuing remedies of foreclosure against the Collateral, (ii) an Insolvency or waived within thirty Liquidation Proceeding is commenced by or against the Borrower or any other Obligor or (30iii) daysa Standstill Period is in effect (any of such events, a “Trigger Event”), the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, Term Claimholders shall have the right and option to purchase the aggregate amount of outstanding Senior Indebtedness (including unfunded commitments) up to, in the case of principal, the Maximum Priority Senior Revolving Amount at a price of not less than par, plus all accrued and unpaid interest and fees, together with cash collateral for all outstanding letters of credit in an amount equal to 105% of the undrawn and available amount consistent with all other Senior Revolving Credit Documents of all letters of credit outstanding under the Senior Revolving Credit Documents, and a payment for all then outstanding Eligible Swap Agreements at a price equal to the sum of any time upon five (5) Business Days’ prior unpaid amounts then due in respect of such Eligible Swap Agreements plus or minus a net amount quoted by the Senior Revolving Claimholder party to such Eligible Swap Agreement that would be paid to assign or novate each such Eligible Swap Agreement in the ordinary course of its business. Such sale shall be without warranty or representation or recourse other than as provided in standard LSTA documentation for par trades. To exercise the option following a Trigger Event, the Term Administrative Agent shall deliver a written notice to the Working Capital Facility Collateral Agent Senior Indebtedness Representative and the Senior Revolving Lenders, which notice shall be deemed an irrevocable offer to elect the Senior Revolving Claimholders to purchase a portion of the Working Capital Facility Senior Indebtedness from on the Working Capital Facility Lenders, ratably terms set forth in proportion to the outstanding Obligations of each outstanding Series of Secured Debt this Section (in each case, the “Purchasable PortionPurchase Notice”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On Upon receipt of a Purchase Notice the date specified by parties shall endeavor to close within twenty (20) days after such acceptance (such entire period referred to as the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which “Purchase Period”). Neither the Senior Indebtedness Representative nor the Senior Revolving Claimholders shall not be less than five (5) Business Dayscommence any Enforcement Action during the Purchase Period; provided, nor more than the later of however, (i) thirty (30) days after if the receipt by the Working Capital Facility Collateral Agent holders of the Exercise NoticeSubordinated Obligations reject such offer or do not timely accept such offer, and or (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agentif, as applicable, upon expiration of the information required to be delivered Purchase Period, the parties have not closed the transaction, then the Senior Indebtedness Representative and the holders of Senior Indebtedness shall have no further obligations pursuant to clauses (a) this Section and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by may commence any Obligor Enforcement Action in their sole discretion in accordance with the terms Senior Revolving Credit Documents and this Agreement; provided that if during the Purchase Period, a Senior Revolving Claimholder determines Exigent Circumstances exist, (A) it may or may direct the Senior Indebtedness Representative to take appropriate Enforcement Actions to preserve the value of the Working Capital Facility Documents as Collateral or the amount which could reasonably be expect to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, be recovered thereon and (B) nothing contained in clause (A) above shall restrict or limit prevent the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to of a Swap Agreement and the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such netting of amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders due in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time)thereof. (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateral.

Purchase Option. (ai) Upon The Aimco Agent agrees that it will give the occurrence and during Holdings Agent written notice (the continuance of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived “Enforcement Notice”) within thirty (30) days, the Interim Notes Collateral Agent on behalf five Business Days after acceleration of the Interim Notes NoteholdersAimco Lien Indebtedness or commencing any Exercise of Secured Creditor Remedies with respect to Collateral (which notice shall be effective for all Exercises of Secured Creditor Remedies taken after the date of such notice so long as the Aimco Agent is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, and the Pari Passu Collateral Agent or diligently attempting in good faith to vacate any stay of enforcement rights of its senior Liens on behalf a material portion of the Pari Passu LendersCollateral, after written demand by the Trustee or the Interim Notes Collateral Agentincluding, on the one handwithout limitation, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment all Exercise of all Interim Notes Obligations or Pari Passu Obligations, as applicable, Secured Creditor Remedies identified in such notice). Any Holdings Lender shall have the option at any time upon five (5) Business Days’ prior option, by irrevocable written notice in the form attached hereto as Annex A (the “Purchase Notice”) delivered by the Holdings Agent to the Working Capital Facility Collateral Aimco Agent to elect no later than thirty days after receipt by the Holdings Agent of the Enforcement Notice, to purchase a portion all of the Working Capital Facility Aimco Lien Indebtedness from the Working Capital Facility LendersAimco Lender and shall be irrevocably obligated upon delivery of such notice to consummate such purchase within the time periods specified below; provided that, ratably if any Holdings Lender identified in proportion the Purchase Notice is a Person other than HSH Nordbank, such Person shall be sufficiently creditworthy to consummate the outstanding Obligations of each outstanding Series of Secured Debt purchase as reasonably determined by the Aimco Agent (in each caseHSH Nordbank and any such other creditworthy Person, the a “Purchasable PortionPermitted Holdings Lender”). Such notice (an “Exercise Notice”) If the Holdings Agent so delivers a Purchase Notice from Permitted Holdings Lenders, unless the Interim Notes Collateral Holdings Agent or Pari Passu Collateral Agentotherwise directs, as applicable, to the Working Capital Facility Collateral Aimco Agent shall be irrevocable; terminate any existing Exercise of Secured Creditor Remedies and shall not take any further Exercise of Secured Creditor Remedies, provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, Purchase (as applicable, defined below) shall have been consummated on the right within ten date specified in the Purchase Notice in accordance with this clause (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6g). (bii) On the date specified by the Interim Notes Collateral Holdings Agent or Pari Passu Collateral Agent and each Permitted Holdings Lender in its respective Exercise the Purchase Notice (which shall be a Business Day not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Noticesixty days, and (ii) ten (10) days after receipt by the Interim Notes Collateral Aimco Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)Purchase Notice), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell Aimco Lender shall, subject to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no required approval of any court or other regulatory or governmental authority is required for such salethen in effect, sell to the Permitted Holdings Lenders electing to purchase pursuant to clause (g)(i) (the “Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the Aimco Lender, the Aimco Lien Indebtedness; provided that the Aimco Lien Indebtedness purchased shall not include any rights of the Aimco Lender or the Aimco Agent with respect to indemnification and other obligations of the Borrower and the Borrower’s subsidiaries under the Aimco Loan Documents that are expressly stated to survive the termination of the Aimco Loan Documents (the “Surviving Obligations”). Following the delivery of a Purchase Notice, the Purchase by the Purchasing Parties may be effected through an Affiliate, subsidiary or other designee, provided that the obligation to consummate the Purchase in accordance with this Section 2(g), including the payment of the Purchase Price and other amounts as set forth in this Section, shall remain the irrevocable obligation of the Purchasing Parties. (ciii) Upon Without limiting the obligations of Aimco Holdco, the Borrower and the Borrower’s subsidiaries under the Aimco Loan Documents to the Aimco Agent and the Aimco Lender with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), on the date of such purchase and salethe Purchase, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, Purchasing Parties shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, Aimco Lender as the purchase price therefore, (the “Purchase Price”) therefor the full amount of the respective Purchasable Portion of all the Working Capital Facility Aimco Lien Indebtedness then outstanding and unpaid (including principal, interest, fees, breakage costs, attorneys’ fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant and, if prior to the Working Capital Facility Agreement or acceleration of the Aimco Lien Indebtedness, any other Working Capital Facility Documentpremium which would be due and owing with respect to any payment of the principal by any Obligor on the date of the Purchase), (ii) furnish cash collateral agree to reimburse the Working Capital Facility Collateral Aimco Lender and the Aimco Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent for any loss, cost, damage or expense (including attorneys’ fees and Working Capital Facility Lenders expenses) in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent fees, costs or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged expenses related to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, Aimco Lien Indebtedness and/or as to which the Working Capital Facility Collateral Aimco Lender or Aimco Agent or Working Capital Facility Lenders has have not yet received final payment and (iv) agree agree, after written request from the Aimco Agent, to reimburse the Working Capital Facility Collateral Aimco Agent and Working Capital Facility Lenders the Aimco Lender in respect of Qualified Indemnification Claims indemnification obligations of the Borrower and the Borrower’s subsidiaries under the Aimco Loan Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase which in fact could reasonably be expected to result in any loss, cost, damage or expense (including reasonable attorneys’ fees to any of the Aimco Agent or the Aimco Lender and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; providedthat are not Surviving Obligations, that (A) provided that, in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, shall any Purchasing Party have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of Purchasing Parties. (1iv) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral The Purchase Price shall be remitted by wire transfer in federal immediately available funds to such bank account of the Working Capital Facility Collateral Aimco Agent in New York, New York, as the Working Capital Facility Collateral Agent may it shall designate in writing to the Interim Notes Collateral Purchasing Parties. The Aimco Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the date on which such amounts are Aimco Lender and the Aimco Agent in accordance with the Aimco Loan Documents. Interest to be so remitted. Interest included in the Purchase Price shall be calculated to but excluding the Business Day day on which such purchase and sale shall occur the Purchase occurs if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, Purchasing Parties to the bank account designated by the Working Capital Facility Collateral Aimco Agent are received in such bank account prior to 1:00 p.m. (12:00 Noon, New York City time) , and such interest shall be calculated to and including such Business Day day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, Purchasing Parties to the bank account designated by the Working Capital Facility Collateral Aimco Agent are received in such bank account later than 1:00 p.m. (12:00 Noon, New York City time). (dv) Such purchase The Purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Aimco Agent and Working Capital Facility Lenders or the Aimco Lender as to the Working Capital Facility Indebtedness Aimco Lien Indebtedness, the Collateral or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility LendersAimco Lender and the Aimco Agent, except that the Working Capital Facility Collateral Aimco Lender and Aimco Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Aimco Lien Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Aimco Lender and the Aimco Agent and Working Capital Facility Lenders own the Working Capital Facility Aimco Lien Indebtedness free and clear of any Liens liens, adverse claims or interests, or other encumbrances and (iii) that the Working Capital Facility Collateral Aimco Lender and the Aimco Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Aimco Lien Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateral.

Purchase Option. (a1) Upon the occurrence and during of the continuance first to occur of (i) the Exercise of Secured Creditor Remedies by the ABL Agent in respect of all or a material portion of the Collateral, (ii) the commencement of an Event Insolvency Proceeding against any Notes Credit Party, (iii) any ABL Default, (iv) any action is taken by the ABL Secured Parties to accelerate the maturity of Default any indebtedness or an event of default other obligations owing under the Working Capital Facility ABL Documents or to terminate or suspend commitments under the ABL Documents, or (v) the failure of the ABL Secured Parties to honor a valid borrowing request from the ABL Borrowers that is not cured or waived within thirty satisfies the conditions for borrowing under the ABL Documents for three (303) daysconsecutive Business Days (each such event, a “Controlling Notes Purchase Option Triggering Event”), holders of Notes Obligations represented by the Interim Controlling Notes Collateral Agent on behalf (such holders referred to herein as the “Controlling Noteholders”), shall have the option, but not the obligation, to purchase all, but not less than all, of the Interim Notes NoteholdersABL Obligations owing to the ABL Secured Parties, from the ABL Secured Parties, and the Pari Passu Collateral Agent on behalf assume all, but not less than all, of the Pari Passu Lendersthen existing funding and other commitments under the ABL Documents. In order to exercise such option, after written demand the Controlling Noteholders (including by acting through the Trustee or the Interim Controlling Notes Collateral Agent, on who shall give such notice only at the one hand, and/or direction of the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, Controlling Noteholders) shall have the option at any time upon five (5) Business Days’ prior give written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Controlling Notes Purchase Notice”) from to ABL Agent no later than the Interim Notes Collateral Agent tenth (10th) day (or Pari Passu Collateral Agent, such later date as applicable, may be consented to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral ABL Agent, in its good faith judgmentsole discretion) after the commencement of the applicable Controlling Notes Purchase Option Triggering Event. A Controlling Notes Purchase Notice, deems such action once delivered, shall be irrevocable and shall constitute an absolute, unconditional and irrevocable commitment by the Controlling Noteholders, to be necessary to preserve or protect purchase all, but not less than all, of the Shared CollateralABL Obligations, and assume all, but not less than all, of the then existing funding and other commitments under the ABL Documents by the participating Notes Claimholders.

Purchase Option. (a) Upon Without prejudice to the occurrence and during enforcement of the continuance remedies of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) daysRevolving Credit Claimholders, the Interim Notes Revolving Credit Claimholders agree that, at any time following the date on which the Required Revolving Lenders (or the Revolving Credit Agent on their behalf) have declared all or any part of the Revolving Credit Obligations to be due and payable prior to their stated maturity in accordance with the Revolving Credit Agreement, the Revolving Credit Claimholders will offer the Note Claimholders the option to purchase the aggregate amount of outstanding Revolving Credit Obligations at par (but without regard to any prepayment penalty or premium), without warranty or representation (other than that such lenders own the claims being sold, free and clear of liens or encumbrances created by them, but without regard to ultimate enforceability) or recourse. The Note Claimholders shall irrevocably accept or reject such offer within ten business days after the receipt thereof and the parties shall endeavor to close promptly (but in any event within twenty business days) following communication of any such acceptance. If the Note Claimholders accept such offer, it shall be exercised pursuant to an assignment agreement in the form attached to the Revolving Credit Agreement. If the Note Claimholders reject such offer, the Revolving Credit Claimholders shall have no further obligations pursuant to this Section and may take any further actions in their sole discretion in accordance with the Revolving Credit Documents and this Agreement. The Note Claimholders shall have no claim against any Revolving Credit Claimholder under this Section 8.17 for any action taken by any Revolving Credit Claimholder with respect to the Revolving Credit Obligations or any Collateral therefor prior to the exercise of the purchase of the Revolving Credit Obligations. As a condition to the effectuation of the purchase contemplated by this Section 8.17, the Trustee and Noteholder Collateral Agent on behalf of the Interim Notes Noteholders, Note Claimholders shall provide a full and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the complete release (other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase a breach of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit above referenced representations that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders lenders own the Working Capital Facility Indebtedness claims being sold, free and clear of any Liens liens or encumbrances and (iiicreated by them, but without regard to ultimate enforceability) of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have Revolving Credit Claimholders in such form as the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Revolving Credit Agent shall send prescribe, releasing any claims, to the Working Capital Facility Collateral Agent the irrevocable notice extent related to or arising out of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing DateRevolving Credit Obligations. Nothing contained in this Section 5.6(e) 8.17 shall restrict preclude the Revolving Credit Claimholders from selling or prohibit otherwise disposing of the Working Capital Facility Collateral Agent from taking action Revolving Credit Obligations, or any portion thereof, to the extent any third party, provided that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action third party agrees to be necessary to preserve or protect the Shared Collateralbound by this Section 8.17.

Purchase Option. (a) Upon the occurrence and during the continuance of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, Tenant shall have the option at any time upon five right to purchase the Demised Premises for a purchase price equal to Seven Million Eight Hundred Fifty Thousand (5$7,850,000.00) Business DaysDollars plus Landlord’s actual costs (including a construction management fee of 10%, but such fee shall be included therein only to the extent that Landlord perform services such as securing approvals, meeting with neighbors and zoning officials, coordinating with and reviewing the work of independent consultants, preparing punch lists and enforcing warranties, etc., which are reasonably related to such fee) to construct the First Expansion (the “Purchase Price”) following the tenth (10th) anniversary of the Commencement Date and prior to the eleventh (11th) anniversary thereof. Tenant shall exercise its right by providing Landlord with six (6) months’ prior written notice and submitting a non-refundable ▇▇▇▇▇▇▇ money deposit of One Hundred Thousand ($100,000.00) Dollars to be held by Landlord until closing and applied to the Working Capital Facility Collateral Agent Purchase Price. Closing shall take place on a date and at a time and place agreed to elect by the parties prior to purchase a portion the eleventh (11th) anniversary of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocableLease Term; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, Landlord shall have the right to designate a ninety (90) day period within which closing must occur. At closing, Landlord will convey the Demised Premises to Tenant by special warranty deed, subject only to those exceptions or matters of record stated on the title commitment issued as of the date of this Lease and such other exceptions contained in the title commitment which are accepted or waived by Tenant as set forth below. The Lease shall be deemed to have merged into the deed. At Landlord’s expense, it shall provide Tenant with an ALTA Form B Title Policy, with all preprinted exceptions deleted. All other closing costs will be borne equally by Landlord and Tenant, except each party will be responsible for its own attorneys’ fees. All real property taxes and assessments shall be prorated at closing. Tenant agrees to notify Landlord of any objections Tenant may have to title within ten (10) days after receiving a copy of a current title insurance commitment following receipt notice of exercise of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day periodoption. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder Tenant shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign rescind this option to purchase the Working Capital Facility Indebtedness Demised Premises if any title exception to which Tenant objects cannot be removed or endorsed over prior to closing and shall have promptly returned its ▇▇▇▇▇▇▇ money deposit. If the assignment Demised Premises are encumbered by one or more deeds of trust or mortgages at the time of closing, so much of the Purchase Price as is duly authorized. required to obtain releases of such liens shall be paid to such lienholders upon closing. In addition, if any first loan encumbering the Demised Premises is assumable (esubject to customary terms and conditions, such as underwriting criteria and an assumption fee payable by Tenant) The Working Capital Facility Collateral Agent agrees that it and Tenant elects not to (or does not qualify to) assume such loan, Tenant shall give be responsible for the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise payment of any enforcement right prepayment penalty or remedy against the Shared Collateralyield maintenance premium required to obtain a release of any such lien. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent Landlord shall not commence any foreclosure or other action to sell or otherwise realize upon encumber the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action Demised Premises to the extent that the Working Capital Facility Collateral AgentPurchase Price will not satisfy in full all lienholders. Tenant shall have the right to enforce this Section by specific performance or damages at law. Landlord’s remedy in the event of Tenant’s default under this Section shall be limited to receipt of the ▇▇▇▇▇▇▇ money deposit. Each party represents and warrants that no broker is entitled to a commission upon such sale and each shall indemnify the other for any breach of such representation. In the event of a casualty to the Demised Premises prior to the eleventh (11th) anniversary of the Commencement Date that allows the Landlord to terminate this Lease, Tenant shall have the right to pay Landlord the difference between the Purchase Price and the insurance proceeds received and obtain title to the Demised Premises in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateralaccordance with this Section.

Purchase Option. (a) Upon Lessee shall have the occurrence and option to purchase the Premises at Fair Market Value, payable in cash at closing, said option being exercisable by Lessee at any time during the continuance Term by written notice given by Lessee to Lessor. If this option is exercised by Lessee, closing shall be held within sixty (60) days of the notice of exercise at a time and place, and on a date, reasonably satisfactory to Lessor and Lessee (the Term shall be extended, if necessary, through and including the date of closing). Title to the Premises shall be conveyed free of any liens or encumbrances, and subject only to current year's ad valorem taxes, applicable building restrictions, easements for utilities servicing the Premises, and such other conditions of title as may not, in Lessee's sole discretion, adversely affect the use of the Premises by Lessee or as may be approved by Lessee (the "Permitted Exceptions"). Immediately following the date of exercise of this option, Lessor shall furnish Lessee with a commitment for a standard owner's title insurance policy, ATLA Form B, reflecting only Permitted Exceptions and standard printed exceptions (the "Commitment"). Immediately following closing, Lessor shall furnish Lessee with an Event owner's title insurance policy issued in conformity with the Commitment. The cost of Default or an event the title insurance Commitment and policy shall be borne by Lessor; provided, however, that the cost of default any special endorsements shall be borne by Lessee; and, further provided, that if Lessee obtains a mortgage title insurance policy at closing, the cost of the combined owner's and mortgagee's policies shall be divided equally between Lessor and Lessee. Ad valorem taxes, rent due under the Working Capital Facility Documents that Lease, utilities and any insurance or other prepaid items assumed by the Lessee shall be prorated as of the date of closing. Title to the Premises shall be conveyed by general warranty deed in form acceptable for recording, subject only to the Permitted Exceptions. Lessor and Lessee shall each bear their respective costs in connection with exercise of the option and the closing, including attorney's fees. Lessee shall bear the cost of recording the deed, the cost of any survey obtained by Lessee, and all costs related to any financing obtained by Lessee. Except for any prepaid rent, Lessee is not cured or waived entitled to a credit for rental payments paid by the Lessee during the Term of the Lease. The Lessor and Lessee shall attempt to determine the Fair Market Value by mutual agreement within fifteen (15) days after Lessee gives notice of its exercise of the option. However, if the parties cannot reach agreement on the Fair Market Value, the following provisions shall apply: a. Lessor and Lessee shall each select a qualified real estate appraiser within the next fifteen (15) days. Each appraiser must demonstrate to the reasonable satisfaction of both Lessor and Lessee that he has significant experience in appraising similar properties. b. The Fair Market Value shall be determined by the appraisers within thirty (30) days, the Interim Notes Collateral Agent on behalf days thereafter. Each of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf appraisers shall be instructed to prepare an appraisal of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor Premises in accordance with the terms following instructions: The method of valuing the property shall use any one or a combination of appropriate appraisal methodologies (i.e., replacement cost, comparable sales, and income); provided, however, that any valuation based upon the income approach (i.e., the capitalization of net rental amounts abstracted from comparable real estate leased for similar uses) shall exclude from consideration this Lease and the rental provided for herein. The appraised value is to be a single value, not a range of values and not a schedule of different values based upon different methodologies or different assumptions. The value of any alterations, additions or improvements to the Premises made by Lessee shall be included in the determination of Fair Market Value. If the appraised values determined by the two appraisers do not differ by more than ten percent (l0%), the purchase price shall be the average of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to two values. If the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefordifference is more than ten percent (l0%), and the two appraisers cannot agree upon a value (B) nothing contained in clause (A) above which event such agreed value shall restrict or limit the indemnification rights of any Trusteebe binding upon Lessor and Lessee), the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as two appraisers shall select a result of the purchase of the Working Capital Facility Indebtednessthird appraiser within fifteen (15) days thereafter. The Working Capital Facility Collateral Agent hereby represents third appraiser shall be instructed to select a value within the range of values established by the initial two (2) appraisals, within twenty (20) days after his appointment, following the instructions set forth above, and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon Fair Market Value so selected by the date of such purchase third appraiser shall be binding upon Lessor and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, Lessee as the purchase price therefore, for the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time)Premises. (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateral.

Purchase Option. (a) Upon Subject to the occurrence terms of this Section 18, the Senior Lenders hereby grant to the Subordinated Lender the option (the "Purchase Option") to purchase all of the Senior Debt from the Senior Lenders at a price (the "Purchase Price") equal to the sum of (i) all amounts outstanding and/or due in connection with the Term Loan Agreement and during the continuance Assigned Revolving Loan Agreement, all as of an Event the date of Default or an event the payment of default the Purchase Price, including any principal outstanding under the Working Capital Facility Documents that is not cured or waived within thirty Term Loan Agreement and the Assigned Revolving Loan Agreement, (30ii) daysany interest, reasonable fees (including audit fees, attorneys fees, etc.), other reasonable expenses and all other Obligations under, and as defined in, the Interim Notes Collateral Agent on behalf of Term Loan Agreement and the Interim Notes NoteholdersAssigned Revolving Loan Agreement, and (iii) an amount equal to any principal payments made to the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand Senior Lenders by the Trustee or Credit Parties within the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) 90 days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration Purchase Option Closing Date; provided that the amount of such ten-day period. Neither any Termination Fee or other prepayment premium or yield maintenance fee due under the Existing Notes Collateral Agent nor any Existing Notes Noteholder Term Loan Agreement shall have any rights under this Section 5.6be excluded from the Purchase Price. (b) On The Subordinated Lender may exercise the date specified Purchase Option upon or during (i) the acceleration of the Senior Debt, so long as such acceleration is not related to an Event of Default resulting from the Subordinated Lender's failure to comply with Section 20 hereof; (ii) an Insolvency Proceeding; (iii) a PIK Exercise Period; provided that if the Purchase Option set forth in subsection (b)(iii) hereof is being financed by the Interim Notes Collateral Subordinated Lender, the Subordinated Lender shall first give the Senior Lenders the right to refinance the Senior Debt on the same terms and conditions being offered by the Subordinated Lender's funding source; or (iv) as provided in Section 20 hereof. (c) Upon the Subordinated Lender's election to exercise the Purchase Option, the Subordinated Lender shall deliver irrevocable written notice (the "Exercise Notice") that it intends to exercise the Purchase Option. The Subordinated Lender shall (i) tender payment of the Purchase Price in cash in immediately available funds and (ii) deliver an Assignment Agreement executed by the Subordinated Lender to the Agent or Pari Passu Collateral Agent in its respective Exercise Notice not later than the tenth (which shall not be less than five (510th) Business DaysDay after the delivery of the Exercise Notice. The Subordinated Lender shall have no right to purchase, nor more and the Senior Lenders shall have no obligation to sell, the Senior Debt unless the Agent shall have timely received (x) an Exercise Notice, (y) the Purchase Price in immediately available funds, and (z) an Assignment Agreement executed by the Subordinated Lender. (d) The Credit Parties and the Subordinated Lender shall indemnify the Senior Lenders for all third party fees and expenses incurred by the Senior Lenders before the Purchase Option Closing Date, to the extent invoices relating thereto have not been received or paid by such date and a list of such third party fees and expenses is provided to the Subordinated Lender not later than the later tenth (10th) Business Day after the delivery of the Exercise Notice. The Senior Lenders shall make any such claims for indemnification as soon as practicable following the Purchase Option Closing Date and shall make any such claim in a writing accompanied by the applicable third party invoices. The Senior Lenders will use their best efforts to cause third parties to promptly remit invoices for fees and expenses to the Senior Lenders. (e) The amount of the Purchase Price attributed to Section 18(a)(iii) hereof shall be placed into an escrow account (the "Escrow Account") with an escrow agent ("Escrow Agent") reasonably acceptable to the Senior Lenders. The funds in the Escrow Account shall be held by the Escrow Agent until the earlier of (i) thirty such time as the Senior Lenders are required by applicable law to pay the amount of the Purchase Price attributed to Section 18(a)(iii) hereof to the estate of the Credit Parties in any Insolvency Proceeding which amounts shall be disbursed from the Escrow Account, or (30ii) 95 days after the receipt by date the Working Capital Facility Collateral Agent of Senior Lenders received any such principal payment most immediately preceding the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Purchase Option Closing Date”)), at which time the Working Capital Facility Collateral Agent and Working Capital Facility Lenders funds in the Escrow Account shall sell be disbursed from the Escrow Account to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Subordinated Lender. The Senior Lenders, the respective Purchasable Portion; providedSubordinated Lender and the Escrow Agent shall enter into an escrow agreement evidencing the forgoing. At all times prior to Purchase Option Closing Date, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Senior Lenders shall retain all rights be free to be indemnified administer the credit (which shall include, without limitation, incurring reasonable ordinary course expenses), lend or held harmless by any Obligor refuse to lend, adjust advance rates, institute or release reserves, and otherwise act or refuse to act in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to Term Loan Agreement and the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any TrusteeAssigned Revolving Loan Agreement, the Interim Notes Collateral Agentother Loan Documents, this Agreement and applicable law. During the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon period between the date of such purchase receipt of the Exercise Notice and salethe Purchase Option Closing Date, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Senior Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking liquidate any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared CollateralCredit Parties' assets.

Purchase Option. (a) Upon Without prejudice to the occurrence and during enforcement of the continuance remedies of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) daysRevolving Credit Claimholders, the Interim Notes Revolving Credit Claimholders agree that, at any time following the date on which the Required Revolving Lenders (or the Revolving Credit Agent on their behalf) have declared all or any part of the Revolving Credit Obligations to be due and payable prior to their stated maturity in accordance with the Revolving Credit Agreement, the Revolving Credit Claimholders will offer the Note Claimholders the option to purchase the aggregate amount of outstanding Revolving Credit Obligations at par (but without regard to any prepayment penalty or premium), without warranty or representation (other than that such lenders own the claims being sold, free and clear of liens or encumbrances created by them, but without regard to ultimate enforceability) or recourse. The Note Claimholders shall irrevocably accept or reject such offer within ten business days after the receipt thereof and the parties shall endeavor to close promptly (but in any event within twenty business days) following communication of any such acceptance. If the Note Claimholders accept such offer, it shall be exercised pursuant to an assignment agreement in the form attached to the Revolving Credit Agreement. If the Note Claimholders reject such offer, the Revolving Credit Claimholders shall have no further obligations pursuant to this Section and may take any further actions in their sole discretion in accordance with the Revolving Credit Documents and this Agreement. The Note Claimholders shall have no claim against any Revolving Credit Claimholder under this Section 8.17 for any action taken by any Revolving Credit Claimholder with respect to the Revolving Credit Obligations or any Collateral therefor prior to the exercise of the purchase of the Revolving Credit Obligations. As a condition to the effectuation of the purchase contemplated by this Section 8.17, the Trustee and Collateral Agent on behalf of the Interim Notes Noteholders, Note Claimholders shall provide a full and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the complete release (other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase a breach of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit above referenced representations that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders lenders own the Working Capital Facility Indebtedness claims being sold, free and clear of any Liens liens or encumbrances and (iiicreated by them, but without regard to ultimate enforceability) of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have Revolving Credit Claimholders in such form as the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Revolving Credit Agent shall send prescribe, releasing any claims, to the Working Capital Facility Collateral Agent the irrevocable notice extent related to or arising out of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing DateRevolving Credit Obligations. Nothing contained in this Section 5.6(e) 8.17 shall restrict preclude the Revolving Credit Claimholders from selling or prohibit otherwise disposing of the Working Capital Facility Collateral Agent from taking action Revolving Credit Obligations, or any portion thereof, to the extent any third party, provided that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action third party agrees to be necessary to preserve or protect the Shared Collateralbound by this Section 8.17.

Purchase Option. (a) Upon the occurrence and during the continuance of an Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, Seragen shall have the option right, exercisable in its discretion at any time upon five during the four (54) Business Days’ prior year period following the date of this Agreement, to purchase all (but not less than all) of Service Provider's assets at a purchase price in cash equal to the "Purchase Price" (as determined in accordance with Section 7.03). If Seragen desires to exercise its purchase right, it shall do so by providing written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent Service Provider on or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration fourth anniversary of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6date hereof. (b) On The closing of any such purchase by Seragen shall be held at the date specified by principal office of Seragen at 11:00 A.M. local time on the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice ninetieth (which shall not be less than five (590th) Business Days, nor more than the later of (i) thirty (30) days day after the receipt by Service Provider of Seragen's election to exercise its purchase option, or at such other time and place as the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell parties to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agenttransaction may agree. At such closing, Service Provider shall deliver such instruments of sale and assignment as Seragen shall reasonably require, accompanied by all requisite transfer taxes, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights assets to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral transferred shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens liabilities, obligations, liens, claims, options, charges, encumbrances, or encumbrances rights of others (except for any liens, claims, options, charges, encumbrances, or rights of others assumed by Service Provider from Seragen in connection with the transactions contemplated by the Asset Purchase Agreement) and (iii) the Working Capital Facility Collateral Agent Service Provider shall so represent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness warrant, and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees further represent and warrant that it is the holder of all right, title and interest in the assets being transferred. Seragen shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right deliver at such closing, by certified or remedy against the Shared Collateral. In the event that during such five Business Day periodofficial bank check, the Interim Notes Collateral Agent and purchase price for the Pari Passu Collateral Agent assets. Both parties to thetransaction shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent execute such additional documents as are otherwise appropriate. Seragen shall not commence be required to assume any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale liabilities with respect to the Working Capital Facility Indebtedness provided purchased assets, except for herein shall have closed liabilities arising after the closing date under written contracts assumed by Seragen and for any liens, claims, options, charges, encumbrances, or rights of others assumed by Service Provider from Seragen in connection with the transactions contemplated by the Outside Closing Date Asset Purchase Agreement. Service Provider shall fully cooperate in obtaining all third party consents required, and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agentall other actions reasonably requested by Seragen, in its good faith judgment, deems such action to be necessary to preserve or protect connection with the Shared Collateraltransaction.

Purchase Option. (a) Upon Lessee shall have the occurrence and option to purchase the Premises at Fair Market Value, payable in cash at closing, said option being exercisable by Lessee at any time during the continuance Term by written notice given by Lessee to Lessor. If this option is exercised by Lessee, closing shall be held within sixty (60) days of the notice of exercise at a time and place, and on a date, reasonably satisfactory to Lessor and Lessee (the Term shall be extended, if necessary, through and including the date of closing). Title to the Premises shall be conveyed free of any liens or encumbrances, and subject only to current year's ad valorem taxes, applicable building restrictions, easements for utilities servicing the Premises, and such other conditions of title as may not, in Lessee's sole discretion, adversely affect the use of the Premises by Lessee or as may be approved by Lessee (the "Permitted Exceptions"). Immediately following the date of exercise of this option, Lessor shall furnish Lessee with a commitment for a standard owner's title insurance policy, ATLA Form B, reflecting only Permitted Exceptions and standard printed exceptions (the "Commitment"). Immediately following closing, Lessor shall furnish Lessee with an Event owner's title insurance policy issued in conformity with the Commitment. The cost of Default or an event the title insurance Commitment and policy shall be borne by Lessor; provided, however, that the cost of default any special endorsements shall be borne by Lessee; and, further provided, that if Lessee obtains a mortgage title insurance policy at closing, the cost of the combined owner's and mortgagee's policies shall be divided equally between Lessor and Lessee. Ad valorem taxes, rent due under the Working Capital Facility Documents that Lease, utilities and any insurance or other prepaid items assumed by the Lessee shall be prorated as of the date of closing. Title to the Premises shall be conveyed by general warranty deed in form acceptable for recording, subject only to the Permitted Exceptions. Lessor and Lessee shall each bear their respective costs in connection with exercise of the option and the closing, including attorney's fees. Lessee shall bear the cost of recording the deed, the cost of any survey obtained by Lessee, and all costs related to any financing obtained by Lessee. Except for any prepaid rent, Lessee is not cured or waived entitled to a credit for rental payments paid by the Lessee during the Term of the Lease. The Lessor and Lessee shall attempt to determine the Fair Market Value by mutual agreement within fifteen (15) days after Lessee gives notice of its exercise of the option. However, if the parties cannot reach agreement on the Fair Market Value, the following provisions shall apply: a. Lessor and Lessee shall each select a qualified real estate appraiser within the next fifteen (15) days. Each appraiser must demonstrate to the reasonable satisfaction of both Lessor and Lessee that he has significant experience in appraising similar properties. b. The Fair Market Value shall be determined by the appraisers within thirty (30) days, the Interim Notes Collateral Agent on behalf days thereafter. Each of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf appraisers shall be instructed to prepare an appraisal of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor Premises in accordance with the terms following instructions: The method of valuing the property shall use any one or a combination of appropriate appraisal methodologies (i.e., replacement cost, comparable sales, and income); provided, however, that any valuation based upon the income approach (i.e., the capitalization of net rental amounts abstracted from comparable real estate leased for similar uses) shall exclude from consideration this Lease and the rental provided for herein. The appraised value is to be a single value, not a range of values and not a schedule of different values based upon different methodologies or different assumptions. The value of any alterations, additions or improvements to the Premises made by Lessee shall be included in the determination of Fair Market Value If the appraised values determined by the two appraisers do not differ by more than ten percent (10%), the purchase price shall be the average of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to two values. If the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefordifference is more than ten percent (10%), and the two appraisers cannot agree upon a value (B) nothing contained in clause (A) above which event such agreed value shall restrict or limit the indemnification rights of any Trusteebe binding upon Lessor and Lessee), the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as two appraisers shall select a result of the purchase of the Working Capital Facility Indebtednessthird appraiser within fifteen (15) days thereafter. The Working Capital Facility Collateral Agent hereby represents third appraiser shall be instructed to select a value within the range of values established by the initial two (2) appraisals, within twenty (20) days after his appointment, following the instructions set forth above, and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon Fair Market Value so selected by the date of such purchase third appraiser shall be binding upon Lessor and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, Lessee as the purchase price therefore, for the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time)Premises. (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateral.

Purchase Option. (a) Upon the occurrence and during the continuance of At any time on or after an Event of Default or an event of default under the Working Capital Facility Revolving Loan Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, Revolving Loan Agent to the Company Borrowers for the accelerated immediate payment of all Interim Notes Obligations of the Revolving Loan Debt, or Pari Passu Obligationson or after the foreclosure by the Revolving Loan Lenders on any of the Collateral or the exercise by the Revolving Loan Lenders of any of their rights to sell, as applicablecollect or otherwise dispose of any Collateral, the Term Loan Agent for itself or the benefit of the Term Loan Lenders shall have the option at any time upon five (5) Business Days’ Days prior written notice to the Working Capital Facility Collateral Revolving Loan Agent to elect to purchase a portion all of the Working Capital Facility Indebtedness Revolving Loan Debt from the Working Capital Facility Revolving Loan Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Term Loan Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Revolving Loan Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Term Loan Agent in its respective Exercise Notice such notice (which date shall be not be less than five (5) Business Days, nor more than the later of ten (i10) thirty (30) days Business Days after the receipt by the Working Capital Facility Collateral Revolving Loan Agent of the Exercise Notice, and (ii) ten (10) days after receipt by notice from the Interim Notes Collateral Term Loan Agent or Pari Passu Collateral Agent, as applicable, of the information required its election to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of exercise such dates, the “Outside Closing Date”)option), the Working Capital Facility Collateral Agent and Working Capital Facility Revolving Loan Lenders shall shall, subject to any required approval of any court or other governmental authority, sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral AgentTerm Loan Lenders, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall Term Loan Lenders shall, subject to any required approval of any court or other governmental authority, purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Revolving Loan Lenders, the respective Purchasable Portion; providedRevolving Loan Debt. The Revolving Loan Agent, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms on behalf of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Revolving Loan Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreementhereof, no such approval of any court or other regulatory or governmental authority is required for such sale. The Term Loan Agent, on behalf of the Term Loan Lenders, hereby represents and warrants that, as of the date hereof, no such approval of any court or other governmental authority is required for such purchase. Notwithstanding anything to the contrary contained herein, in connection with any such purchase and sale, the Revolving Loan Lenders shall retain all rights under the Revolving Loan Documents to be indemnified or held harmless by a Borrower and Obligor in accordance with the terms thereof (which rights of the Revolving Loan Lenders, to the extent secured by the Collateral, shall be subject and subordinate to the Liens of the Term Loan Agent therein, including the Liens securing the Term Loan Debt and the Liens securing the Revolving Loan Debt that is acquired by the Term Loan Lenders pursuant to the exercise of its purchase option provided for herein). (c) Upon On the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall Term Loan Lenders shall: (i) pay to the Working Capital Facility Collateral Revolving Loan Agent, for the benefit of Working Capital Facility Lenders, as the purchase price thereforetherefor, an amount equal to the full amount of all of the respective Purchasable Portion of all the Working Capital Facility Indebtedness Revolving Loan Debt then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Documentexpenses), ; (ii) furnish cash collateral to the Working Capital Facility Collateral Revolving Loan Agent in such amounts as the Working Capital Facility Collateral Revolving Loan Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Revolving Loan Lenders in connection with any issued and outstanding letters Letter of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor Credit Accommodations (but not in any event not in an amount greater than one hundred ten (110% %) percent of the aggregate undrawn face amount of such letters Letter of creditCredit Accommodations plus the amount of any commissions, fees and expenses payable in connection therewith through the end of the latest expiration date of such Letter of Credit Accommodations, including reasonable attorneys’ fees and expenses), ; (iii) agree to reimburse expressly assume and adopt all of the Working Capital Facility Collateral Agent obligations of the Revolving Loan Lenders under the Revolving Loan Documents and Working Capital Facility Lenders for any checks or other payments provisionally credited to perform such obligations on and after the Working Capital Facility Indebtedness, and/or as to which date of the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment purchase and sale; (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Revolving Loan Lenders in respect of Qualified Indemnification Claims which in fact result in without offset, defense or counterclaim for any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expensesexpenses in each case) in connection with any checks or other payments provisionally credited to the Working Capital Facility Collateral Agent Revolving Loan Debt and Working Capital Facility as to which the Revolving Loan Lenders have not yet received final payment and any other liabilities of the Revolving Loan Lenders to the depository banks of which any accounts are maintained for the handling of collections and the remittance thereof to the Revolving Loan Lenders; provided, that and (Av) agree to pay to the Revolving Loan Lenders within three (3) Business Days after the actual receipt by any Term Loan Lender of any payment in no event will cash or other immediately available funds of the Interim Notes Collateral Agent or Interim Notes Noteholders, early termination fee pursuant to the Revolving Loan Agreement as in effect on the one hand, or date of the Pari Passu Collateral Agent or Pari Passu purchase and sale of the Revolving Loan Debt to the Term Loan Lenders, on other other hand, have any liability for an amount equal to one hundred (100%) percent of such amounts in excess of the cash proceeds of Shared Collateral fee actually received by the Interim Notes Collateral Agent Term Loan Lenders if the notice of termination or effective date of termination occurred within ninety (90) days after the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf effective date of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct purchase of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed Revolving Loan Debt by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause Term Loan Lenders. (c)(ivd) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Revolving Loan Agent in New York, New York, as the Working Capital Facility Collateral Revolving Loan Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Term Loan Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remittedpurpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, Term Loan Lenders to the bank account designated by the Working Capital Facility Collateral Revolving Loan Agent are received in such bank account prior to 1:00 p.m. (12:00 noon, New York City time) , and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, Term Loan Lenders to the bank account designated by the Working Capital Facility Collateral Revolving Loan Agent are received in such bank account later than 1:00 p.m. (12:00 noon, New York City time). (de) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Revolving Loan Lenders as to the Working Capital Facility Indebtedness Revolving Loan Debt, the Collateral or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Revolving Loan Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders each Revolving Loan Lender shall represent and warrantwarrant to the Term Loan Lenders that: (i) the amount of the Working Capital Facility Indebtedness Revolving Loan Debt being purchasedpurchased as reflected in the books and records of such Revolving Loan Lender (but without representation or warranty as to the collectibility, validity or enforceability thereof), (ii) that such Revolving Loan Lender owns the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness Revolving Loan Debt free and clear of any Liens or encumbrances created by such Revolving Loan Lender and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have such Revolving Loan Lender has the right to assign the Working Capital Facility Indebtedness Revolving Loan Debt and the assignment is duly authorized. (ef) The Working Capital Facility Collateral Agent agrees that it Upon the purchase by the Term Loan Lenders of the Revolving Loan Debt pursuant to this Section 2.6, (i) the Term Loan Lenders shall give indemnify and hold each Revolving Loan Lender harmless from and against all loss, cost, damage or expense (including attorneys’ fees and legal expenses) suffered or incurred by such Revolving Loan Lender arising from or in any way relating to actions or omissions of the Interim Notes Collateral Agent Term Loan Lenders after such purchase and (ii) the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of Revolving Loan Lenders shall indemnify and hold each Term Loan Lender harmless from and against all loss, cost, damage or expense suffered or incurred by such Term Loan Lender arising from or in any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send way relating to the Working Capital Facility Collateral Agent the irrevocable notice actions or omissions of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention Revolving Loan Lenders prior to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateralpurchase.

Purchase Option. (a) Upon Within 60 days of the occurrence occurrence, and during the continuance continuation of, a Triggering Event, then, in any such case, any one or more of an Event of Default Second Lien Claimholders (acting in their individual capacity or an event of default under the Working Capital Facility Documents that is not cured through one or waived within thirty (30more affiliates) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time right, but not the obligation (each Second Lien Claimholder having a ratable right to make the purchase, with each Second Lien Claimholder’s right to purchase being automatically proportionately increased by the amount not purchased by another Second Lien Claimholder), upon five (5) 5 Business Days’ prior Days advance written notice to the Working Capital Facility Collateral Agent to elect to purchase from such Second Lien Claimholders (a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Purchase Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral to First Lien Agent, as applicablefor the benefit of First Lien Claimholders, to acquire from First Lien Claimholders all (but not less than all) of the Working Capital Facility Collateral Agent right, title, and interest of First Lien Claimholders in and to the First Lien Priority Obligations and the First Lien Loan Documents. The Purchase Notice, if given, shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by in the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Purchase Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days 5 Business Days after the receipt by the Working Capital Facility Collateral First Lien Agent of the Exercise Purchase Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders First Lien Claimholders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, purchasing Second Lien Claimholders and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent purchasing Second Lien Claimholders shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility LendersFirst Lien Claimholders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such saleFirst Lien Priority Obligations. (c) Upon On the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, purchasing Second Lien Claimholders shall (i) pay to the Working Capital Facility Collateral First Lien Agent, for the benefit of Working Capital Facility LendersFirst Lien Claimholders, as the purchase price therefore, therefor the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness First Lien Obligations (other than the Excess First Lien Obligations) then outstanding and unpaid unpaid, and (ii) agree to reimburse First Lien Agent and First Lien Claimholders for all expenses to the extent earned or due and payable in accordance with the First Lien Loan Documents (including principal, interest, fees and the reimbursement of extraordinary expenses, including reasonable attorneys’ fees financial examination expenses, and legal expenses but excluding appraisal fees). Anything contained in this paragraph to the contrary notwithstanding, in the event that (X) purchasing Second Lien Claimholders receive all or a portion of any prepayment premium, make-whole obligation or early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document)First Lien Loan Documents in cash, (iiY) furnish cash collateral to the Working Capital Facility Collateral Agent in all First Lien Obligations purchased by such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent purchasing Second Lien Claimholders and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents all of the Working Capital Facility Collateral Agent Second Lien Obligations, including principal, interest and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% fees thereon and costs and expenses of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense collection thereof (including reasonable attorneys’ fees and legal expenses), are repaid in full in cash, and (Z) the First Lien Credit Agreement is terminated, in each case, within 180 days following the date on which the purchasing Second Lien Claimholders pay the purchase price described in clauses (i)-(iii) of this paragraph, then, within 3 Business Days after receipt by such Second Lien Claimholders of such amounts, purchasing Second Lien Claimholders shall pay a supplemental purchase price to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral First Lien Agent, as applicablefor the benefit of First Lien Claimholders, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over their purchase under this Section 5.6 in an amount equal to the Working Capital Facility Collateral Agent portion of the prepayment premium, make-whole obligation or early termination fee received by purchasing Second Lien Claimholders to which First Lien Claimholders would have been entitled to receive had the Working Capital Facility Lenders purchase under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligationsparagraph not occurred. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral First Lien Agent in New York, New York, as the Working Capital Facility Collateral First Lien Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent Second Lien Trustee for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remittedpurpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, purchasing Second Lien Claimholders to the bank account designated by the Working Capital Facility Collateral First Lien Agent are received in such bank account prior to 1:00 p.m. (2:00 p.m., New York City time) , and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, purchasing Second Lien Claimholders to the bank account designated by the Working Capital Facility Collateral First Lien Agent are received in such bank account later than 1:00 p.m. (2:00 p.m., New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral First Lien Agent and Working Capital Facility Lenders First Lien Claimholders as to the Working Capital Facility Indebtedness First Lien Obligations so purchased or otherwise and without recourse to the Working Capital Facility Collateral First Lien Agent or Working Capital Facility Lendersany First Lien Claimholder, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders each First Lien Claimholder shall represent and warrant: (i) that the amount quoted by such First Lien Claimholder as its portion of the Working Capital Facility Indebtedness being purchasedpurchase price represents the amount shown as owing with respect to the claims transferred as reflected on its books and records, (ii) that it owns, or has the Working Capital Facility Collateral Agent right to transfer to purchasing Second Lien Claimholders, the rights being transferred, and Working Capital Facility Lenders own the Working Capital Facility Indebtedness (iii) such transfer will be free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorizedLiens. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent any one or more of Second Lien Claimholders exercises and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise consummates the purchase option given by set forth in this Section 5.6, (i) First Lien Agent shall have the Working Capital Facility Collateral right, but not the obligation, to immediately resign under the First Lien Credit Agreement, and (ii) purchasing Second Lien Claimholders shall have the right, but not the obligation, to require First Lien Agent to immediately resign under the Interim Notes Collateral Agent and Pari Passu Collateral Agent under First Lien Credit Agreement. In this Section 5.6, the Working Capital Facility terms “Second Lien Claimholders” shall refer exclusively to Holders under the Indenture, and shall exclude the Second Lien Trustee and the Second Lien Collateral Agent. In no event shall the Second Lien Trustee or Second Lien Collateral Agent shall not commence have any foreclosure or other action to sell or otherwise realize upon responsibility for the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing obligations contained in this Section 5.6(e) 5.6 (except as explicitly agreed to by the Second Lien Trustee), and in no event shall restrict either the Second Lien Trustee or prohibit the Working Capital Facility Second Lien Collateral Agent from taking action to be responsible for the extent that execution or funding of the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve Purchase Option or protect the Shared Collateralexpenses connected therewith.

Purchase Option. (a) Upon the occurrence and during the continuance of an Revolving Facility Event of Default set forth in Section 6.01(a) or an event Section 6.01(f) of default under the Working Capital Revolving Facility Documents that is not cured Credit Agreement and upon receipt by the Term Facility Administrative Agent of notice from the Revolving Facility Administrative Agent of (i) the acceleration of the Revolving Facility Obligations or waived within thirty (30ii) daysthe enforcement of the rights and remedies of the Revolving Facility Collateral Agent or the other Revolving Facility Secured Parties with respect to the Revolving Facility Collateral, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, Term Facility Lenders shall have the option to purchase pursuant to an Assignment and Acceptance all, but not less than all, of the Revolving Facility Obligations outstanding at the time of such purchase or, in the case of the Secured Hedge Agreements, an amount equal to the Agreement Value (as defined in the Revolving Facility Credit Agreement) and all other rights and claims of the Revolving Facility Secured Parties (each of the Revolving Facility Secured Parties so agreeing by its acceptance of the benefits of the Revolving Facility Loan Documents), and, upon any time upon such purchase, such Term Facility Lenders shall assume and the applicable Revolving Facility Lenders shall be relieved of their obligations under the Revolving Facility Loan Documents (including, without limitation, any obligation to advance any further monies or participate in Letters of Credit), for a purchase price equal to the aggregate outstanding principal amount of the Revolving Facility Obligations owing to the Revolving Facility Lenders or, in the case of the Secured Hedge Agreements, an amount equal to the Agreement Value (as defined in the Revolving Facility Credit Agreement), together with accrued interest thereon to the date of payment of such principal amount and all other amounts payable to such Revolving Facility Lenders under the Revolving Facility Loan Documents. (b) The Term Facility Administrative Agent shall be provided with at least five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of any acceleration or enforcement, of the Working Capital Revolving Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent and shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall during such period have the right within ten (10) days following receipt of the information required option to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than provide five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent ’ prior written irrevocable notice of the Exercise Noticeexercise of its purchase option in connection therewith; provided, and (ii) ten (10) days after receipt by however, in the Interim Notes Collateral event of any Exigent Circumstance that results in any such acceleration or enforcement, the Revolving Facility Administrative Agent or Pari Passu Collateral Agent, as applicable, of the information shall not be required to be delivered pursuant to clauses give such five (a5) Business Days’ notice and (b) of the definition of “Qualified Indemnification Claim” (the later of shall instead give such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agentnotice as soon as practicable, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior after the receipt of such notice to provide written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the of their purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateraloption.

Purchase Option. (a) Upon If Landlord desires to sell the occurrence and Office Complex (either directly or through the transfer of direct or indirect ownership interests in Landlord (but subject to Section 35.4)) during the continuance of an Term and there exists no monetary Event of Default or an event of default under and the Working Capital Facility Documents that is not cured or waived within thirty Named Tenant and its Affiliates then leases and occupies in the aggregate at least seventy-five percent (3075%) days, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf rentable area of the Pari Passu LendersOffice Complex, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, Landlord shall have the option at any time upon five (5) Business Days’ prior first provide written notice to the Working Capital Facility Collateral Agent Named Tenant of Landlord’s desire to elect to purchase a portion of sell the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt Office Complex (in each case, the “Purchasable PortionFirst Offer Notice”). Such The First Offer Notice shall contain (a) the purchase price at which Landlord would be willing to sell the Office Complex; and (b) any other major material terms with respect to the proposed sale of the Office Complex, which terms shall be consistent with then current market terms, all as determined by Landlord in its sole, but commercially reasonable, discretion. (b) Named Tenant shall have ten (10) Business Days after receipt of the First Offer Notice, time being of the essence, in which to give Landlord written notice that the Named Tenant desires to purchase the Office Complex for the purchase price and upon the other terms set forth in the First Offer Notice (an “Exercise Acceptance Notice”) from ). If the Interim Notes Collateral Agent or Pari Passu Collateral AgentNamed Tenant timely gives an Acceptance Notice to Landlord, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt Business Days after the delivery of such Acceptance Notice to Landlord (the “First Deposit Period”), the Named Tenant shall deliver into escrow with a nationally recognized title company selected by Tenant and reasonably acceptable to Landlord (the “Purchase Option Escrow Agent”) a non-refundable deposit in the amount of ten percent (10%) of the information purchase price (the “Deposit”); provided, however, that the Deposit (and all interest earned thereon) will be refundable to the Named Tenant if (i) the Named Tenant delivers written notice to Landlord within ten (10) Business Days after the Named Tenant delivers the Deposit to the Purchase Option Escrow Agent that the Named Tenant did not receive the approval of the Named Tenant’s board of directors and any other required approval(s) for the purchase of the Office Complex (collectively, the “Required Approvals”); or (ii) Landlord fails to satisfy its closing obligations set forth in Section 35.3. If the Named Tenant timely delivers an Acceptance Notice, the parties shall proceed to close on the sale of the Office Complex to the Named Tenant in accordance with Section 35.3, unless the Named Tenant delivers written notice to Landlord within ten (10) Business Days after the Named Tenant delivers the Deposit to the Purchase Option Escrow Agent that the Named Tenant did not receive the Required Approvals (in which event the Deposit and all interest earned thereon shall be delivered pursuant returned to clauses the Named Tenant). (a) and If (i) Tenant shall fail to timely deliver an Acceptance Notice, or (ii) prior to the expiration of the First Deposit Period referenced in Section 35.1(b), the Named Tenant fails to deliver the Deposit into escrow with the Purchase Money Escrow Agent, or (iii) the Named Tenant fails to obtain all of the Required Approvals in accordance with Section 35.1(b), the Named Tenant shall be deemed to have rejected Landlord’s proposal, in which event the provisions of Section 35.2(b) shall apply. (b) Following Tenant’s deemed rejection of Landlord’s proposal described in Section 35.2(a) or described in Section 35.2(c), as applicable, Landlord shall be free to sell the definition of “Qualified Indemnification Claim” Office Complex to revoke such election to purchase such portion of the Working Capital Facility Indebtednessany party upon any terms and conditions that Landlord deems acceptable in its sole and absolute discretion; provided, furtherhowever, that such revocation is (i) Landlord shall promptly provide the Named Tenant with a copy of the bid package being given to potential third party purchasers (which shall be consistent in writing duly signed by all material respects with the Interim Notes Collateral Agent terms set forth in the First Offer Notice) and shall otherwise allow the Named Tenant in good faith to participate on an equal footing with others in the bidding process to acquire the Office Complex; and (ii) if Landlord does not execute a contract of sale for the Office Complex and consummate the closing thereunder with a bona fide third-party within nine (9) months after the Named Tenant’s actual or Pari Passu Collateral Agentdeemed rejection of Landlord’s proposal set forth in the First Offer Notice pursuant to Section 35.2(a) or Section 35.2(c), as applicable, and is received by Landlord continues to desire (or at any time thereafter desires) to sell the Working Capital Facility Collateral Agent prior Office Complex, Landlord shall send to the expiration of such ten-day periodNamed Tenant a new First Offer Notice revised to reflect the updated proposed sale terms. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder Named Tenant shall then have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent of the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior after receipt of the new First Offer Notice if delivered within eighteen (18) months of the last First Offer Notice sent to the Named Tenant; otherwise, the Named Tenant shall have ten (10) Business Days, time being of the essence, in which to give the Named Tenant’s Acceptance Notice to Landlord. If the Named Tenant timely gives an Acceptance Notice to Landlord, within ten (10) Business Days after the delivery of such Acceptance Notice to Landlord (the “Secondary Deposit Period”), the Named Tenant shall deliver the Deposit into escrow with the Purchase Option Escrow Agent; provided, however, that the Deposit (and all interest accrued thereon) will be refundable to the Named Tenant if (i) the Named Tenant delivers written notice to Landlord within ten (10) Business Days after the Named Tenant delivers the Deposit to the Purchase Option Escrow Agent that the Named Tenant did not receive the Required Approvals; or (ii) Landlord fails to satisfy its closing obligations set forth in Section 35.3. If the Named Tenant timely delivers an Acceptance Notice, the parties shall proceed to close on the sale of the Office Complex to the Named Tenant in accordance with Section 35.3, unless the Named Tenant delivers written notice to Landlord within ten (10) Business Days after the Named Tenant delivers the Deposit to the Purchase Option Escrow Agent that the Named Tenant did not receive the Required Approvals (in which event the Deposit and all interest earned thereon shall be returned to the Named Tenant). (c) If (i) Named Tenant shall fail to timely deliver an Acceptance Notice following the receipt of the new First Offer Notice described in Section 35.2(b), or (ii) prior to the expiration of the Secondary Deposit Period referenced in Section 35.2(b), the Named Tenant fails to deliver the Deposit into escrow with the Purchase Money Escrow Agent, or (iii) the Named Tenant fails to obtain all of the Required Approvals in accordance with Section 35.2(b), the Named Tenant shall be deemed to have rejected Landlord’s proposal, in which event all of the provisions of Section 35.2(b) shall again apply, and such provisions shall continue to apply (and Tenant’s purchase option pursuant to this Section 35 shall remain in full force and effect) unless and until either (1) Named Tenant shall have purchased the Office Complex pursuant to Section 35.3, or (2) Landlord shall have consummated the closing of the sale of the Office Complex with a bona fide third-party. 35.3 The closing under this Section 35 (the “Closing”) shall be on such date as Landlord and Named Tenant mutually agree, or, absent such agreement, on the date that is thirty (30) days following the date of Tenant’s Acceptance Notice. The Closing shall be conducted through escrow with the Purchase Option Escrow Agent, with all deliveries required pursuant to this Section being made through the Purchase Option Escrow Agent. (a) At the Closing, Landlord shall: (i) execute and deliver a special warranty deed in the form attached as Schedule 35.3(a)(i), conveying to Named Tenant (or its intention designated Affiliate) good and insurable fee simple title to commence the exercise Office Complex, free and clear of all mortgages, deeds of trust, judgments and other encumbrances (other than the encumbrances existing on the Effective Date, those to which Named Tenant has consented in writing, those created by Named Tenant or those that do not materially adversely affect the use or value of the Office Complex, such as customary utility and similar easements); (ii) execute and deliver a certificate that it is not a foreign Person, plus any other affidavits or instruments reasonably requested by the title company and reasonably approved by Landlord providing Named Tenant’s title insurance, including a customary owner’s affidavit and “gap” indemnity; and (iii) execute and deliver a ▇▇▇▇ of sale in the form attached as Schedule 35.3(a)(iii), conveying to the Named Tenant (or its designated Affiliate) all personal property at the Office Complex owned by Landlord. (b) At the Closing, Named Tenant shall deliver the purchase price to Landlord (which purchase price shall be the amount set forth in Landlord’s First Offer Notice and accepted in Named Tenant’s Acceptance Notice), via wire transfer of immediately available funds, provided that the Deposit and all interest accrued thereon, shall be delivered to Landlord at Closing and credited against such purchase price. (c) Landlord and Tenant will each pay their own attorneys’ fees in connection with the Closing. Landlord shall pay the costs of preparing the deed, the costs associated with releasing any financial encumbrances of record and fees charged to record the deed. Landlord shall pay the Commonwealth of Virginia’s grantor’s tax and Named Tenant shall pay all applicable escrow fees charged by any escrow agent and the cost of all transfer and recordation taxes. Title examination, title insurance premiums, survey charges, and the costs and expenses related to any purchase money financing shall be paid by Named Tenant (other than charges related to the release of any enforcement right existing financing liens on the Office Complex, which financing liens Landlord shall cause to be released at or prior to the Closing). All other charges shall be borne by Landlord or Named Tenant as is usual and customary to be borne by seller and purchaser, respectively, in customary transactions. (d) In the event of a failure to close by reason of Named Tenant’s default, Landlord may retain the Deposit as its sole and exclusive remedy against the Shared Collateralfor such default. In the event that during such five Business Day periodof a failure to close by reason of Landlord’s default, Named Tenant shall have the Interim Notes Collateral Agent right to either (i) receive a return of the Deposit (and all interest accrued thereon) and terminate the Pari Passu Collateral Agent acquisition of the Office Complex (in which event all of the provisions of this Section 35 shall send apply to any subsequent effort of Landlord to sell the Office Complex), or (ii) specifically enforce Landlord’s obligations to sell the Office Complex to Main Tenant in accordance with this Section. If Tenant fails to file an action for specific performance within sixty (60) days after Landlord’s default, Tenant shall be deemed to have elected to proceed under clause (i) above. 35.4 The foregoing and any other provision of this Lease to the Working Capital Facility Collateral Agent contrary notwithstanding, provided that the irrevocable notice transaction is consummated for a legitimate business purpose and not for the purpose of the Interim Notes Collateral Agentcircumventing Tenant’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent rights under this Section 5.635, the Working Capital Facility Collateral Agent rights accorded Tenant under this Section 35 shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale apply with respect to the Working Capital Facility Indebtedness provided for herein following: (i) any transaction entered into with an Affiliate of Landlord or any transaction between any Person that holds (directly or indirectly) an equity or other interests in Landlord or their Affiliates, (ii) a transfer of up to fifty (50%) percent of the ownership or equity interests (directly or indirectly) pertaining to the Office Complex or in Landlord to an unaffiliated third party, (iii) Landlord’s granting any mortgage or other security interest encumbering the Office Complex or encumbering a direct or indirect ownership or equity interest in Landlord, and any foreclosure sale or sale in lieu of foreclosure (or other exercise of remedies) relating to such mortgage, security interest or equity interest, and the initial sale by any party acquiring Landlord’s interest in the Office Complex after any such foreclosure, sale in lieu of foreclosure or other exercise of remedies, (iv) any direct or indirect transfer, sale or pledge (including, without limitation, by way of any merger, consolidation, amalgamation, sale, or other transfer of any kind) of the legal or beneficial interests (including, without limitation, any rights, distributions, profits or proceeds relating thereto), or assets of, the parent entities (or other upper tier level entities) which comprise the indirect members of the Landlord entity, (v) a bona fide portfolio sale of which the Office Complex is a part, (vi) direct or indirect transfer of interests in Landlord in connection with any initial public offering and/or any subsequent public offering or any other transfer of equity interests in Landlord or (vii) any transaction with respect to which Tenant shall have closed failed to avail itself of its rights under this Section (collectively, a “Permitted Landlord Transfer”). 35.5 The foregoing and any other provision of this Lease to the contrary notwithstanding, the provisions of this Section 35 (i) are personal to the Named Tenant and may not be exercised by any other Person (provided that the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full Named Tenant may designate an Affiliate of the Working Capital Facility Indebtedness as provided for herein Named Tenant to take title to the Office Complex in connection with the Named Tenant’s exercise of its rights under this Section 35), (ii) are subject and subordinate to the rights of any present or future Mortgagee or other Person holding a security interest on any direct or before indirect equity interests in Landlord, and (iii) the Outside Closing Date. Nothing contained Named Tenant’s rights granted in this Section 5.6(e35 shall expire upon the earlier to occur of (x) shall restrict the initial sale of the Building by Landlord after the date of this Lease or prohibit (y) any foreclosure sale or sale in lieu of foreclosure (or other exercise of remedies) relating to a Mortgage or equity interest encumbering the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, Building or direct or indirect equity interests in its good faith judgment, deems such action to be necessary to preserve or protect the Shared CollateralLandlord.

Purchase Option. (a) Upon the occurrence and during the continuance continuation of an Event of Default a Purchase Event, then, in any such case, any one or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf more of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee Term Loan Secured Parties (acting in their individual capacity or the Interim Notes Collateral Agent, on the through one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, more affiliates) shall have the option at any time right, but not the obligation (each Term Loan Secured Party having a ratable right to make the purchase, with each Term Loan Secured Party’s right to purchase being automatically proportionately increased by the amount not purchased by another Term Loan Secured Party), upon five (5) 5 Business Days’ Days prior written notice to the Working Capital Facility Collateral Agent to elect to purchase from (or on behalf of) such Term Loan Secured Parties (a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Purchase Notice”) to Revolving Credit Agreement Agent to acquire from the Interim Notes Collateral Agent or Pari Passu Collateral AgentRevolving Credit Agreement Secured Parties all (but not less than all) of the right, as applicabletitle, and interest of the Revolving Credit Agreement Secured Parties in and to the Working Capital Facility Collateral Agent Revolving Credit Agreement Obligations (up to the Revolving Credit Agreement Cap) and the Revolving Credit Agreement Documents. The Purchase Notice shall be given not later than 20 calendar days after the first occurrence of any Purchase Event and such Purchase Notice, if given, shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Term Loan Agent in its respective Exercise the Purchase Notice (which shall not be less than five (5) Business Days, nor more than the later of (i) thirty (30) days 5 Business Days after the receipt by the Working Capital Facility Collateral Revolving Credit Agreement Agent of the Exercise Purchase Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders Revolving Credit Agreement Secured Parties shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, purchasing Term Loan Secured Parties and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent purchasing Term Loan Secured Parties shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility LendersRevolving Credit Agreement Secured Parties, the respective Purchasable Portion; provided, that Revolving Credit Agreement Obligations (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior up to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such saleRevolving Credit Agreement Cap). (c) Upon On the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall purchasing Term Loan Secured Parties shall (i) pay to the Working Capital Facility Collateral Revolving Credit Agreement Agent, for the benefit of Working Capital Facility Lendersthe Revolving Credit Agreement Secured Parties, as the purchase price thereforetherefor, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness Revolving Credit Agreement Obligations (up to the Revolving Credit Agreement Cap), other than indemnification obligations for which no claim or demand for payment has been made at such time, and other than Revolving Credit Agreement Obligations cash collateralized in accordance with clause (c)(ii) below) then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), unpaid, (ii) furnish cash collateral to the Working Capital Facility Collateral Revolving Credit Agreement Agent in such amounts as the Working Capital Facility Collateral Revolving Credit Agreement Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Revolving Credit Agreement Agent and Working Capital Facility Lenders the Revolving Credit Agreement Secured Parties in connection with respect of (A) any issued and outstanding letters Letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor Credit (but not in any event in an amount greater than 110105% of the aggregate undrawn face amount of such letters Letters of credit), Credit) (iii) agree such cash collateral shall be applied to reimburse the Working Capital Facility Collateral Agent payment of all fees and Working Capital Facility Lenders for any checks or other payments provisionally credited charges relating to Letters of Credit and to the Working Capital Facility Indebtednessreimbursement of any drawing under a Letter of Credit as and when such drawing is paid and, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect if a Letter of Qualified Indemnification Claims which in fact result in any lossCredit expires undrawn, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received collateral held by the Interim Notes Collateral Revolving Credit Agreement Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to Letter of Credit shall be turned over remitted to the Working Capital Facility Collateral Term Loan Agent or for the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, benefit of the purchasing Term Loan Secured Parties) and (B) Bank Product Obligations (such cash collateral shall be applied to the reimbursement of the Bank Product Obligations as and when such obligations become due and payable and, at such time as all of the Bank Product Obligations are paid in no event shall full, the Interim Notes Collateral remaining cash collateral held by Revolving Credit Agreement Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than Bank Product Obligations shall be remitted to the Qualified Indemnification ClaimsTerm Loan Agent for the benefit of the purchasing Term Loan Secured Parties), and (C) any asserted, threatened (in no event shall the Interim Notes Collateral Agent writing), or the Pari Passu Collateral Agent have any such liability for any such lossesreasonably expected claims, demands, actions, suits, proceedings, investigations, liabilities, fines, costs, penalties, or damages or that are the subject of the indemnification provisions of the Revolving Credit Agreement (such cash collateral shall be applied to the reimbursement of such obligations as and when they become due and payable and, at such time as all of such obligations are paid in full, the remaining cash collateral held by Revolving Credit Agreement Agent in respect of indemnification obligations shall be remitted to the Term Loan Agent for the benefit of the purchasing Term Loan Secured Parties), and (d) pay to Revolving Credit Agreement Agent and the other Revolving Credit Agreement Secured Parties the amount of all expenses to the extent caused by earned or resulting from due and payable in accordance with the gross negligence or willful misconduct Revolving Credit Agreement Documents (including the reimbursement of the Working Capital Facility Collateral Agentattorneys fees, as determined by a final non-appealable order of a court of competent jurisdictionfinancial examination expenses, and appraisal fees). (De) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal of cash or immediately available funds to such bank account of the Working Capital Facility Collateral Revolving Credit Agreement Agent in New York, New York, as the Working Capital Facility Collateral Revolving Credit Agreement Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Term Loan Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remittedpurpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, purchasing Term Loan Secured Parties to the bank account designated by the Working Capital Facility Collateral Revolving Credit Agreement Agent are received in such bank account prior to 1:00 p.m. (2:00 p.m., New York City time) , and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, purchasing Term Loan Secured Parties to the bank account designated by the Working Capital Facility Collateral Revolving Credit Agreement Agent are received in such bank account later than 1:00 p.m. (2:00 p.m., New York City time). (df) Anything contained in this paragraph to the contrary notwithstanding, in the event that (i) the purchasing Term Loan Secured Parties receive all or a portion of any restructuring fee, prepayment premium, make-whole obligation, or early termination fee payable pursuant to the Revolving Credit Agreement Documents in cash within 180 days following the date on which the purchasing Term Loan Secured Parties pay the purchase price described in clauses (c)(i)-(iii) of this Section 2.12, then, within 3 Business Days after receipt by such Term Loan Secured Parties of such amounts, the purchasing Term Loan Secured Parties shall pay a supplemental purchase price to Revolving Credit Agreement Agent, for the benefit of the Revolving Credit Agreement Secured Parties, in respect of their purchase under this Section 2.12 in an amount equal to the portion of the restructuring fee, prepayment premium, make-whole obligation or early termination fee received by the purchasing Term Loan Secured Parties to which the Revolving Credit Agreement Secured Parties would have been entitled to receive had the purchase under this Section 2.12 not occurred. (g) Such purchase shall be effected by the execution and delivery of a the form of assignment and acceptance agreement attached as an Exhibit to the Revolving Credit Agreement and shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Revolving Credit Agreement Agent and Working Capital Facility Lenders the other Revolving Credit Agreement Secured Parties as to the Working Capital Facility Indebtedness Revolving Credit Agreement Obligations so purchased, or otherwise otherwise, and without recourse to the Working Capital Facility Collateral Revolving Credit Agreement Agent or Working Capital Facility Lendersany other Revolving Credit Agreement Secured Party, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders each Revolving Credit Agreement Secured Party shall represent and warrant: (i) that the amount quoted by such Revolving Credit Agreement Secured Party as its portion of the Working Capital Facility Indebtedness being purchasedpurchase price represents the amount shown as owing with respect to the claims transferred as reflected on its books and records, (ii) that it owns, or has the Working Capital Facility Collateral Agent right to transfer to the purchasing Term Loan Secured Parties, the rights being transferred, and Working Capital Facility Lenders own the Working Capital Facility Indebtedness (iii) such transfer will be free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorizedLiens. (eh) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during any one or more of the Term Loan Secured Parties exercises and consummates the purchase option set forth in this Section 2.12, (i) Revolving Credit Agreement Agent shall have the right, but not the obligation, to immediately resign under the Revolving Credit Agreement, and (ii) the purchasing Term Loan Secured Parties shall have the right, but not the obligation, to require Revolving Credit Agreement Agent to immediately resign under the Revolving Credit Agreement. Any resignation by Revolving Credit Agreement Agent will not affect its right to retain cash collateral as contemplated under this Section 2.12. (i) In the event that any one or more of the Term Loan Secured Parties exercises and consummates the purchase option set forth in this Section 2.12, (i) the Revolving Credit Agreement Secured Parties shall retain their indemnification rights under the Revolving Credit Agreement for actions or other matters arising on or prior to the date of such five Business Day periodpurchase or relating to the Excess Revolving Credit Obligations, and (ii) and in the event that, at the time of such purchase, there exists Revolving Credit Agreement Obligations in excess of the Revolving Credit Agreement Cap, the Interim Notes Collateral Agent consummation of such purchase option shall not include (nor shall the purchase price be calculated with respect to) such excess Revolving Credit Agreement Obligations (clauses (i) and (ii), the “Retained Interest”). (j) In the event that a Retained Interest exists, each Revolving Credit Agreement Secured Party shall, at the request of the purchasing Term Loan Secured Parties, execute an amendment to the Revolving Credit Agreement acknowledging that such Retained Interest consisting of Excess Revolving Credit Agreement Obligations is a last-out tranche, payable in accordance with the priorities set forth in this Agreement. Interest with respect to such Retained Interest consisting of excess Revolving Credit Agreement Obligations shall continue to accrue and be payable in accordance with the terms of the Revolving Credit Agreement Documents, the Retained Interest shall continue to be secured by the Pari Passu Collateral Agent Collateral, and the Retained Interest shall send to be paid (or cash collateralized, as applicable) in accordance with the Working Capital Facility Collateral Agent the irrevocable notice terms of the Interim Notes Collateral Agent’s Revolving Credit Agreement and this Agreement. Each Revolving Credit Agreement Secured Party shall continue to have all rights and remedies of a lender under the Revolving Credit Agreement and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further actionRevolving Credit Agreement Documents; provided, that no Revolving Credit Agreement Secured Party shall have any right to vote on or otherwise consent to any amendment, waiver, departure from, or other modification of any provision of any Revolving Credit Agreement Document except that the consent of the applicable Revolving Credit Agreement Secured Parties shall be required for (i) those matters that require the agreement of all lenders or each affected lender under the Revolving Credit Agreement as in effect on the date of such purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment (ii) matters in full contravention of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained provisions and priorities set forth in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared CollateralAgreement.

Purchase Option. (a) Upon the occurrence and during the continuance continuation of an Event a Triggering Event, then, in any such case, any one or more of Default the Second Lien Claimholders (acting in their individual capacity or an event through one or more affiliates) shall have the right, but not the obligation (each Second Lien Claimholder having a ratable right to make the purchase, with each Second Lien Claimholder's right to purchase being automatically proportionately increased by the amount not purchased by another Second Lien Claimholder), upon 5 Business Days prior written notice from (or on behalf of) such Second Lien Claimholders (a "Purchase Notice") to First Lien Agent to acquire from the First Lien Claimholders all (but not less than all) of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) daysright, title, and interest of the First Lien Claimholders in and to the First Lien Priority Debt, the Interim Notes Collateral Agent on behalf of First Lien Documents, the Interim Notes NoteholdersPrepetition First Lien Priority Debt, and the Pari Passu Collateral Agent on behalf Prepetition First Lien Documents. The Purchase Notice, if given, shall be irrevocable and shall specify the identity of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall have the option at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Notice”) from the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, to the Working Capital Facility Collateral Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6Second Lien Purchase Representative. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent purchasing Second Lien Claimholders in its respective Exercise the Purchase Notice (which shall not be less than five (5) 5 Business Days, nor Days and not be more than the later of (i) thirty (30) days 10 Business Days after the receipt by the Working Capital Facility Collateral First Lien Agent of the Exercise Purchase Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders First Lien Claimholders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, purchasing Second Lien Claimholders and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent purchasing Second Lien Claimholders shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility LendersFirst Lien Claimholders, the respective Purchasable Portion; provided, that (A) First Lien Priority Debt and the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor in accordance with the terms of the Working Capital Facility Documents as to actions or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such salePrepetition First Lien Priority Debt. (c) Upon On the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall purchasing Second Lien Claimholders shall: (i) pay to the Working Capital Facility Collateral First Lien Agent, for the benefit of Working Capital Facility Lendersthe First Lien Claimholders, as the purchase price thereforetherefor, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness First Lien Priority Debt and the Prepetition First Lien Priority Debt (other than, in each case, indemnification obligations for which no claim or demand for payment has been made at such time, and other than First Lien Priority Debt and Prepetition First Lien Priority Debt cash collateralized in accordance with clause (c)(ii) below) then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), unpaid, (ii) furnish cash collateral to the Working Capital Facility Collateral First Lien Agent in such amounts as the Working Capital Facility Collateral First Lien Agent determines is reasonably necessary to secure the Working Capital Facility Collateral First Lien Agent and Working Capital Facility Lenders the First Lien Claimholders in connection with respect of (A) any issued and outstanding letters Letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters Credit that are part of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor First Lien Priority Debt (but not in any event in an amount greater than 110105% of the aggregate undrawn face amount of such letters Letters of credit), Credit) (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited such cash collateral shall be applied to the Working Capital Facility Indebtednessreimbursement of any drawing under a Letter of Credit as and when such drawing is paid and, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect if a Letter of Qualified Indemnification Claims which in fact result in any lossCredit expires undrawn, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received collateral held by the Interim Notes Collateral First Lien Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect Letter of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral Credit shall be remitted by wire transfer in federal funds to such bank account the Second Lien Purchase Representative for the benefit of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3purchasing Second Lien Claimholders) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems such action to be necessary to preserve or protect the Shared Collateral.and

Purchase Option. (a) Upon Notwithstanding anything in this Agreement to the occurrence and during contrary, on or at any time within sixty (60) days after the continuance 1.5 Lien Agent receives notice of (i) the commencement of an Event of Default Insolvency or an event of default under Liquidation Proceeding or (ii) the Working Capital Facility Documents that is not cured or waived within thirty (30) days, the Interim Notes Collateral Agent on behalf acceleration of the Interim Notes NoteholdersPriority Lien Obligations, and the Pari Passu Collateral Agent on behalf holders of the Pari Passu Lenders, after written demand by 1.5 Lien Debt and each of their respective designated Affiliates (the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, shall “1.5 Lien Purchasers”) will have the right, at their sole option and election (but will not be obligated), at any time upon five (5) Business Days’ prior written notice to the Working Capital Facility Collateral Agent to elect to purchase a portion of the Working Capital Facility Indebtedness from the Working Capital Facility Lenders, ratably in proportion to the outstanding Obligations of each outstanding Series of Secured Debt (in each case, the “Purchasable Portion”). Such notice (an “Exercise Purchase Notice”) to the Priority Lien Agent, to purchase from the Interim Notes Collateral Priority Lien Secured Parties all (but not less than all) Priority Lien Obligations (including unfunded commitments but excluding Excess Priority Lien Obligations) and any loans provided by any of the Priority Lien Secured Parties in connection with a DIP Financing that are outstanding on the date of such purchase. Promptly following the receipt of such notice, the Priority Lien Agent or Pari Passu Collateral Agent, as applicable, will deliver to the Working Capital Facility Collateral 1.5 Lien Agent shall be irrevocable; provided, that the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have the right within ten (10) days following receipt a statement of the information required amount of Priority Lien Debt (other than Excess Priority Lien Obligations), other Priority Lien Obligations and DIP Financing then outstanding and the amount of the cash collateral requested by the Priority Lien Agent to be delivered pursuant to clauses (aSection 3.06(b)(ii) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election below. The right to purchase such portion of the Working Capital Facility Indebtedness; provided, further, that such revocation is provided for in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent prior to the expiration of such ten-day period. Neither the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Section 5.6. (b) On the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which shall not be less than five (5) 3.06 will expire unless, within 10 Business Days, nor more than the later of (i) thirty (30) days Days after the receipt by the Working Capital Facility Collateral 1.5 Lien Agent of such notice from the Exercise Notice, and (ii) ten (10) days after receipt by the Interim Notes Collateral Agent or Pari Passu Collateral Priority Lien Agent, as applicable, the 1.5 Lien Agent delivers to the Priority Lien Agent an irrevocable commitment of the information required 1.5 Lien Purchasers to be delivered pursuant to clauses purchase all (a) and (bbut not less than all) of the definition of “Qualified Indemnification Claim” Priority Lien Obligations (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent including unfunded commitments but excluding Excess Priority Lien Obligations) and Working Capital Facility Lenders shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless any loans provided by any Obligor of the Priority Lien Secured Parties in connection with a DIP Financing and to otherwise complete such purchase on the terms set forth under this Section 3.06. Unless the right to purchase shall have expired in accordance with the terms preceding sentence, neither the applicable Priority Lien Representative nor any holder of the Working Capital Facility Documents as to actions Priority Lien Obligations will enforce or events that occurred or did not occur prior to the closing of the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain exercise any rights to the security therefor, and (B) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such sale. (c) Upon the date of such purchase and sale, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lenders, as the purchase price therefore, the full amount of the respective Purchasable Portion of all the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including pursuant to Section 6.6, (B) in no event shall the Interim Notes Collateral Agent or any Interim Notes Noteholder, on the one hand, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant to this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time). (d) Such purchase shall be expressly made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount of the Working Capital Facility Indebtedness being purchased, (ii) that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders own the Working Capital Facility Indebtedness free and clear of any Liens or encumbrances and (iii) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorized. (e) The Working Capital Facility Collateral Agent agrees that it shall give the Interim Notes Collateral Agent and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale remedies with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full after receipt of the Working Capital Facility Indebtedness as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict or prohibit the Working Capital Facility Collateral Agent from taking action to the extent that the Working Capital Facility Collateral Agent, in its good faith judgment, deems Purchase Notice by such action to be necessary to preserve or protect the Shared Collateral.Priority Lien

Purchase Option. (a) Upon the occurrence and during the continuance of an If no Lease Default or Lease Event of Default or an event of default under the Working Capital Facility Documents that is not cured or waived within thirty (30) dayshereunder shall have occurred and be continuing, the Interim Notes Collateral Agent on behalf of the Interim Notes Noteholders, and the Pari Passu Collateral Agent on behalf of the Pari Passu Lenders, after written demand by the Trustee or the Interim Notes Collateral Agent, on the one hand, and/or the Pari Passu Collateral Agent, on the other hand, to the Company for the accelerated payment of all Interim Notes Obligations or Pari Passu Obligations, as applicable, Lessee shall have the option at any time upon five (5) Business Days’ prior the “Purchase Option”), after irrevocable written notice to the Working Capital Facility Collateral Agent to elect Lessor as hereinafter provided, to purchase a portion of the Working Capital Facility Indebtedness from Leased Property on or prior to but not later than the Working Capital Facility Lenders, ratably in proportion Scheduled Termination Date for an amount equal to the outstanding Obligations Purchase Amount as of each outstanding Series of Secured Debt such date. If Lessee intends to exercise its purchase option granted hereunder, it shall give an irrevocable written notice (in each case, the “Purchasable Portion”). Such notice (an “Exercise Termination Notice”) from to Lessor and Administrative Agent (with a copy to each Lender) of its intention to purchase the Interim Notes Collateral Agent or Pari Passu Collateral AgentLeased Property, as applicable, at least 150 days prior to the Working Capital Facility Collateral Agent shall be irrevocableScheduled Termination Date; provided, however, that Lessee shall be deemed to have elected the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, shall have Purchase Option at the right within ten (10) days following receipt end of the information required to be delivered pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” to revoke such election to purchase such portion of the Working Capital Facility Indebtedness; providedBasic Lease Term if, further, that such revocation is in writing duly signed by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, and is received by the Working Capital Facility Collateral Agent at least 150 days prior to the expiration of such ten-day period. Neither Scheduled Termination Date, Lessee shall not have notified Lessor and Administrative Agent (with a copy to each Lender) stating its intention to either remarket or return the Existing Notes Collateral Agent nor any Existing Notes Noteholder shall have any rights under this Leased Property pursuant to Section 5.6. (b) On 14.2 and if the date specified by the Interim Notes Collateral Agent or Pari Passu Collateral Agent in its respective Exercise Notice (which Lease shall not be less than five renewed in accordance with Section 14.8. If Lessee gives a Termination Notice to Lessor and Administrative Agent (5) Business Dayswith a copy to each Lender), nor more or is deemed to have given a Termination Notice, the same shall constitute a binding obligation of Lessee to purchase the Leased Property and to pay to Lessor the Purchase Amount on or prior to but not later than the later of (i) thirty (30) days after the receipt by the Working Capital Facility Collateral Agent Scheduled Termination Date. Any such purchase of the Exercise Notice, and (ii) ten (10) days after receipt Leased Property by the Interim Notes Collateral Agent or Pari Passu Collateral Agent, as applicable, of the information required to be delivered Lessee pursuant to clauses (a) and (b) of the definition of “Qualified Indemnification Claim” (the later of such dates, the “Outside Closing Date”)), the Working Capital Facility Collateral Agent and Working Capital Facility Lenders this Section 14.1 shall sell to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, and the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent shall purchase from the Working Capital Facility Collateral Agent and Working Capital Facility Lenders, the respective Purchasable Portion; provided, that (A) the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall retain all rights to be indemnified or held harmless by any Obligor consummated in accordance with the terms of Section 14.5 hereof. (b) Any Termination Notice given by Lessee as provided by Lessee in the Working Capital Facility Documents as preceding subsection shall (i) refer specifically to actions or events this Section 14.1, (ii) state that occurred or did not occur prior Lessee shall purchase the Leased Property in accordance with the provisions of Section 14.5 hereof by paying to Lessor the closing of Purchase Amount due on the of the sale of the Working Capital Facility Indebtedness to the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, but shall not retain any rights to the security therefordate set forth in clause (iii), and (Biii) nothing contained in clause (A) above shall restrict or limit the indemnification rights of any Trustee, the Interim Notes Collateral Agent, the Interim Notes Noteholders, the Pari Passu Collateral Agent or the Pari Passu Lenders pursuant to the Working Capital Facility Documents assumed as a result of the purchase of the Working Capital Facility Indebtedness. The Working Capital Facility Collateral Agent hereby represents and warrants that, as of specify the date it becomes a party to this Agreement, no approval of any court or other regulatory or governmental authority is required for such salepurchase, which shall be a Payment Date no less than 30 days nor later than the Scheduled Termination Date. (c) Upon If Lessee has elected to purchase the Leased Property in accordance with paragraph (a), on the date of such purchase and salepurchase, the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, shall (i) Lessee must pay to the Working Capital Facility Collateral Agent, for the benefit of Working Capital Facility Lendersin cash or immediately available federal funds, as the purchase price thereforetherefor, an amount equal to the full amount Purchase Amount. Upon payment of the respective Purchasable Portion of all Purchase Amount, this Lease shall terminate and the Working Capital Facility Indebtedness then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses but excluding any early termination fee or prepayment penalty or premium payable pursuant Leased Property shall be conveyed to the Working Capital Facility Agreement or any other Working Capital Facility Document), (ii) furnish cash collateral to the Working Capital Facility Collateral Agent in such amounts as the Working Capital Facility Collateral Agent determines is reasonably necessary to secure the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in connection with any issued and outstanding letters of credit provided by the Working Capital Facility Collateral Agent or Working Capital Facility Lenders (or letters of credit that the Working Capital Facility Collateral Agent has arranged to be provided by third parties pursuant to the financing arrangements under the Working Capital Facility Documents of the Working Capital Facility Collateral Agent and Working Capital Facility Lenders with the Company or any Obligor) to the Company or any Obligor (but not in any event in an amount greater than 110% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders for any checks or other payments provisionally credited to the Working Capital Facility Indebtedness, and/or as to which the Working Capital Facility Collateral Agent or Working Capital Facility Lenders has not yet received final payment and (iv) agree to reimburse the Working Capital Facility Collateral Agent and Working Capital Facility Lenders in respect of Qualified Indemnification Claims which in fact result in any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) to the Working Capital Facility Collateral Agent and Working Capital Facility Lenders; provided, that (A) in no event will the Interim Notes Collateral Agent or Interim Notes Noteholders, on the one hand, or the Pari Passu Collateral Agent or Pari Passu Lenders, on other other hand, have any liability for such amounts in excess of the cash proceeds of Shared Collateral received by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent, as applicable, net of (1) the reasonable costs of collection (including reasonable attorneys’ fees and legal expenses) incurred by or on behalf of the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders in respect of such Shared Collateral and (2) any amounts that are required to be turned over to the Working Capital Facility Collateral Agent or the Working Capital Facility Lenders under this Agreement, including Lessee pursuant to Section 6.6, (B) 14.5 hereof and in no event shall accordance with the Interim Notes Collateral Agent or any Interim Notes Noteholder, terms and conditions thereof. If Lessee fails to purchase the Leased Property on the one handdesignated purchase date in accordance with the terms hereof, or the Pari Passu Collateral Agent or any Pari Passu Lender, on the other hand, have any such liability for or in respect failure shall immediately constitute a Lease Event of any indemnification claims (other than the Qualified Indemnification Claims), (C) in no event shall the Interim Notes Collateral Agent or the Pari Passu Collateral Agent have any such liability for any such losses, costs, damages or expenses to the extent caused by or resulting from the gross negligence or willful misconduct Default hereunder. Time is of the Working Capital Facility Collateral Agent, as determined by a final non-appealable order of a court of competent jurisdiction, and (D) any amounts reimbursed by the Interim Notes Collateral Agent or the Pari Passu Collateral Agent pursuant essence with regard to Lessee’s obligations under this clause (c)(iv) shall constitute Working Capital Facility Obligations. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Working Capital Facility Collateral Agent in New York, New York, as the Working Capital Facility Collateral Agent may designate in writing to the Interim Notes Collateral Agent and Pari Passu Collateral Agent for such purpose not less than three (3) Business Days prior to the date on which such amounts are to be so remitted. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Interim Notes Collateral Agent and/or the Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account prior to 1:00 p.m. (New York City time) and interest shall be calculated to and including such Business Day if the amounts so paid by the Interim Notes Collateral Agent and/or Pari Passu Collateral Agent, as applicable, to the bank account designated by the Working Capital Facility Collateral Agent are received in such bank account later than 1:00 p.m. (New York City time)Section 14.1. (d) Such purchase shall be expressly Any conveyance made without representation or warranty of any kind by the Working Capital Facility Collateral Agent and Working Capital Facility Lenders as to the Working Capital Facility Indebtedness or otherwise and without recourse to the Working Capital Facility Collateral Agent or Working Capital Facility Lenders, except that the Working Capital Facility Collateral Agent and Working Capital Facility Lenders shall represent and warrant: (i) the amount consummate a sale of the Working Capital Facility Indebtedness being purchasedLeased Property to Lessee pursuant to this Section 14.1 will cut off and terminate all interests in the Leased Property claimed by, through or under Lessor, including Lessor Liens (ii) that including any interests conveyed by Lessor to third parties, even if conveyed in the Working Capital Facility Collateral Agent ordinary course of Lessor’s business, and Working Capital Facility Lenders own including any judgment liens established against the Working Capital Facility Indebtedness free and clear Leased Property because of a judgment rendered against Lessor), but not personal obligations of Lessee under this Lease or any Liens or encumbrances and of the other Operative Documents (iii) including, without limitation, obligations of Lessee arising under the Working Capital Facility Collateral Agent and Working Capital Facility Lenders have indemnities in the right to assign the Working Capital Facility Indebtedness and the assignment is duly authorizedParticipation Agreement, which indemnities will survive any such sale). (e) The Working Capital Facility Collateral Agent agrees If (contrary to the intent of the parties as expressed in Section 2.4 of the Participation Agreement) it is determined that it shall give Lessee is not, under applicable state law as applied to the Interim Notes Collateral Agent Operative Documents, the equitable owner of the Leased Property and the Pari Passu Collateral Agent five (5) Business Days prior written notice of its intention borrower from Lessor in a financing arrangement, but rather is a tenant under the Lease with an option to commence the exercise of any enforcement right or remedy against the Shared Collateral. In the event that during such five Business Day period, the Interim Notes Collateral Agent and the Pari Passu Collateral Agent shall send to the Working Capital Facility Collateral Agent the irrevocable notice of the Interim Notes Collateral Agent’s and the Pari Passu Collateral Agent’s intention to exercise the purchase option given by the Working Capital Facility Collateral Agent to the Interim Notes Collateral Agent and Pari Passu Collateral Agent under this Section 5.6, the Working Capital Facility Collateral Agent shall not commence any foreclosure or other action to sell or otherwise realize upon the Shared Collateral or immediately desist from taking any further action; provided, that the purchase and sale with respect to the Working Capital Facility Indebtedness provided for herein shall have closed by the Outside Closing Date and the Working Capital Facility Collateral Agent shall have received payment in full of the Working Capital Facility Indebtedness Lessor as provided for herein on or before the Outside Closing Date. Nothing contained in this Section 5.6(e) shall restrict 14.1 or prohibit in Section 17.22 (as the Working Capital Facility Collateral Agent case may be, the “Payoff Option”), then the parties intend that the Payoff Option be secured by a lien and security interest against the Leased Property. Accordingly, Lessor does hereby grant to Lessee a lien and security interest against the Leased Property, including all rights, title and interests of Lessor from taking action time to time in and to the extent that Land and Improvements, for the Working Capital Facility Collateral Agentsole purpose of securing (1) Lessor’s obligation to convey the Leased Property to Lessee if Lessee exercises the Payoff Option and tenders payment of the Purchase Amount to Lessor as provided herein, and (2) Lessee’s right to recover any damages from Lessor caused by a breach of such obligation, including any such breach caused by a rejection or termination of the Payoff Option in its good faith judgmentany bankruptcy or insolvency proceeding instituted by or against Lessor, deems as debtor. Lessee may enforce such lien and security interest judicially after any such breach by Lessor, but not otherwise. The foregoing grant shall terminate without further action to be necessary to preserve or protect upon the Shared Collateraltermination, expiration of the Payoff Option.