Common use of Purchase Right Clause in Contracts

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ Parties remedies, the Senior Secured Parties agree that following (a) the acceleration of the all Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Junior Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Junior Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, interest and fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Senior Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Junior Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Junior Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Junior Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior First Lien Secured Parties’ remedies, the Senior First Lien Secured Parties agree that at any time during the 30-day period following written notice from the Agent of any of the following: (a) the an acceleration of the Senior First Lien Obligations in accordance with the terms of the First Lien Credit Agreement, (b) a payment default under the First Lien Credit Agreement Loan Documents that has not been cured or waived by the First Lien Secured Parties within 30 days of the occurrence thereof or (bc) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Lien Secured Parties may request, and the Senior First Lien Secured Parties hereby offer the Second Priority Debt Lien Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior First Lien Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in recourse, on a pro rata basis across the First Lien Credit Agreement))Secured Parties. If such right is exercisedexercised within the aforementioned 30-day period, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Lien Secured Parties exercise accept such purchase rightoffer, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative First Lien Collateral Agent and the Second Priority Representative, subject to any consent rights Lien Collateral Agent. If the Second Lien Secured Parties do not accept such offer after the occurrence of the Borrowers under first such Purchase Event or fail to close within the period specified above, the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event 5.7 and may take any further actions in their sole discretion in accordance with the Senior Debt First Lien Loan Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ Parties remedies, the Senior Secured Parties agree that following (a) the acceleration of the all Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, interest and fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption Acceptance (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative, subject to any consent rights of the Borrowers Borrower under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Priority Secured Parties’ remedies, the Senior Priority Secured Parties agree that following (a) the acceleration of all of the Senior Obligations in accordance with the terms of the Credit Agreement Loan applicable Senior Priority Debt Documents governing the terms thereof or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Secured Parties may request, and the such Senior Priority Secured Parties hereby offer the Second Priority Debt Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the such Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except except, in the case of the First Lien Credit Agreement Obligations, for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten thirty (1030) Business Days days of the request. If one or more of the Second Priority Debt Secured Parties exercise such purchase right, it the documentation relating thereto shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative Priority Representatives and the applicable Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentRepresentative(s) named as a Representative for such exercising Second Priority Secured Parties. If none of the Second Priority Debt Secured Parties timely exercise such right, the Senior Priority Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Priority Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) a payment default under (i) until the Discharge of Credit Agreement Obligations, the Credit Agreement or (ii) thereafter, the Additional Senior Debt Facility, in each case that has not been cured or waived by the Credit Agreement Secured Parties or the Additional Senior Debt Parties, as applicable, within sixty (60) days of the occurrence thereof, (b) acceleration of (i) until the Senior Discharge of Credit Agreement Obligations, the Credit Agreement Obligations in accordance with the terms of the Credit Agreement Loan Documents or (bii) thereafter, the Additional Senior Debt Obligations in accordance with the terms of the Additional Senior Debt Facility or (c) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of after the first date on which a Purchase EventEvent occurs, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, interest and fees, and expenses without warranty or representation or recourse (except for for, in the case of the Credit Agreement Obligations, representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Class Debt Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration any remedy of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (eachFirst Priority Creditors, so long as a “Purchase Event”)Triggering Event has occurred and is continuing, within thirty (30) days of the Purchase Event, one or more any of the Second Priority Debt Parties Creditors may, at its sole expense and effort, upon written notice (which notice, subject to the last sentence of this Section 5.7 and with the understanding that such notice will be revocable upon the failure by any First Priority Lender to comply with the provisions contained in this Section 5.7, shall be irrevocable and may request, and the Senior Secured Parties hereby offer only be given by the Second Priority Debt Parties Creditors on one occasion, the option“Second Priority Purchase Notice”) to the Borrowers, the Collateral Agent, the First Priority Agent and the Second Priority Agent, require the First Priority Creditors to purchase alltransfer and assign to such Second Priority Creditors, without warranty or representation or recourse, all (but not less than all, ) of the First Priority Obligations; provided that (x) the Second Priority Purchase Notice, if any, will be given no more than 10 Business Days after the occurrence of the related Triggering Event and, if the right to purchase the First Priority Obligations is in fact exercised by the Second Priority Creditors, the obligations related to such purchase of First Priority Obligations shall be fulfilled by such Second Priority Creditors within 10 Business Days thereafter, (y) such assignment shall not conflict with any law, rule or regulation or order of any court or other governmental authority having jurisdiction, and (z) such Second Priority Creditors shall have paid to the First Priority Agent, for the account of the First Priority Creditors, in immediately available funds, an amount equal to 100% of such First Priority Obligations then outstanding (which shall include, with respect to the aggregate face amount of the letters of credit outstanding under the First Priority Credit Agreement, an amount in cash equal to the amount of outstanding Senior Obligations outstanding at letters of credit required to be cash collateralized pursuant to the time of purchase at par, First Priority Documents plus any premium that would be applicable upon prepayment of the Senior Obligations and all accrued and unpaid interestinterest thereon plus all accrued and unpaid fees (other than any prepayment penalties or premiums other than customary Eurodollar breakage costs (the “First Priority Termination Fees”)) (such amount, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the “First Lien Credit Agreement)Priority Purchase Price”). If such the right set forth in this Section 5.7 is exercised, (1) the parties shall endeavor to close promptly thereafter but in any event within ten (10) 10 Business Days of the request. If one notice (or more the First Priority Creditors shall no longer be required to transfer any such First Priority Obligations), (2) such purchase of the Second First Priority Debt Parties exercise such purchase right, it Obligations shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative First Priority Agent and such Second Priority Creditors, and (3) such First Priority Obligations shall be purchased pro rata among the Second Priority Representative, subject Creditors giving notice to any consent rights the Second Priority Agent of their intent to exercise the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none purchase option hereunder according to such Second Priority Creditors’ portion of the Second Priority Debt Parties exercise such rightObligations outstanding on the date of purchase. In order to effectuate the foregoing, the Senior Secured Parties First Priority Agent shall have calculate, upon the written request of the Second Priority Agent (acting at the direction of one or more Second Priority Creditors) from time to time, the amount in cash that would be necessary so to purchase the First Priority Obligations. If, for any reason other than a default by the First Priority Creditors, the Second Priority Creditors fail to purchase and pay for the First Priority Obligations after the delivery of the Second Priority Purchase Notice, the Second Priority Creditors shall be liable to the First Priority Creditors for any losses or damages, including fees and disbursements to counsel, incurred by them by reason of such failure to purchase and pay. It is understood that the obligations of each First Priority Lender and each Second Priority Lender are several and not joint, and no further First Priority Lender or Second Priority Lender shall be responsible for any default by any other First Priority Lender and/or any Second Priority Lender, as the case may be, of its obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with under the Senior Debt Documents and this First Priority Credit Agreement and/or the Second Priority Credit Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration Senior Agent, on behalf of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, itself and the Senior Secured Parties hereby offer Creditors, agrees that, at any time following the Second Priority Debt Parties occurrence of a Triggering Event, Subordinate Agent shall have the option, right and option to purchase all, the entire (but not less than all, of the entire) aggregate amount of outstanding Senior Obligations Facility Debt (including unfunded commitments) at par without regard to any prepayment penalty or premium, plus, to the extent not included in the definition of “Senior Facility Debt,” (i) accrued interest, fees and expenses and (ii) the provision of cash collateral in an amount equal to the undrawn amount of all outstanding at letters of credit and similar instruments issued under the time of purchase at par, plus any premium that would be applicable upon Senior Loan Facility Documents and the prepayment of the Senior Obligations letter of credit or similar fees to accrue through expiration of all such letters of credit and accrued and unpaid interestsimilar instruments, fees, and expenses without warranty or representation or recourse other than that each Senior Lender shall represent and warrant (except for representations x) the amount shown in its books and warranties required records as the amount owing to be made by assigning lenders pursuant it with respect to the Assignment Senior Facility Debt, (y) that its owns, or has the right to transfer to the participating Subordinated Lenders, the rights being transferred and Assumption such transfer will be free and clear of liens, and (as z) that it has the right to assign such term is defined Senior Facility Debt, and that such assignment has been duly authorized. Each Obligor shall be deemed to consent to any such assignment notwithstanding anything to the contrary contained in the First Lien Credit Agreement))Senior Facility Debt Documents. If such right is exercised, the parties shall endeavor Each Subordinated Lender that elects to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such option shall have the option to purchase right, it shall be exercised pursuant up to documentation mutually acceptable to each such Subordinated Lender’s pro rata share of the Senior Representative and Facility Debt (such pro rata share being based on the Second Priority Representativeprincipal amount of Subordinated Indebtedness held by Subordinated Creditors participating in such purchase, subject with each Subordinated Lender’s right to any consent rights of purchase being automatically proportionately increased by the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreementamount not purchased by another Subordinated Lender).

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Documents and the Senior Indenture or (b) the commencement of an Insolvency or Liquidation Proceeding with respect to any Grantor (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment or redemption, as applicable, of the Senior Obligations and all accrued and unpaid interest, fees, and expenses expenses, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise exercises such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each such purchasing Second Priority Debt Party and the Designated Senior Representative (or if the Designated Senior Representative is the Senior Indenture Collateral Agent, then such selling Senior Secured Parties). If more than one Second Priority Debt Party has exercised such purchase right and the aggregate amount of all purchase rights exercised exceeds the amount of the Senior Representative and Obligations, the amount with respect to which each exercising Second Priority Representative, subject Debt Party shall be deemed to any consent rights have exercised its purchase right shall be reduced on a ratable basis according to the amounts of the Borrowers under the First Lien Credit Agreement or any applicable Senior original exercises of such purchase right by each such Second Priority Debt DocumentParty. If none of the Second Priority Debt Parties timely exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 5.08 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ Parties remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the First Lien Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Junior Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Junior Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations (including as a result of the occurrence of any such Purchase Event) and accrued and unpaid interest, feesfees and expenses, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)Assumption). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Junior Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Junior Priority Representative, subject to any consent rights in each case, at no cost or expense of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentGrantors. If none of the Second Junior Priority Debt Parties exercise such rightright within thirty (30) days of such Purchase Event, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Revolving Secured Parties’ remedies, the Senior Revolving Secured Parties agree that following (a) the acceleration of the Senior Revolving Obligations in accordance with the terms of the Revolving Credit Agreement Loan Documents (including the Revolving Credit Agreement) or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Additional First Lien Secured Parties may request, and the Senior Revolving Secured Parties hereby offer the Second Priority Debt Additional First Lien Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Revolving Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Revolving Obligations and accrued and unpaid interest, interest and fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Revolving Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Additional First Lien Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative Revolving Agent and the Second Priority Representative, subject to any consent rights Authorized Representative for the applicable Class of the Borrowers under the Additional First Lien Credit Agreement or any applicable Senior Debt DocumentSecured Parties. If none of the Second Priority Debt Additional First Lien Secured Parties exercise such right, the Senior Revolving Secured Parties shall have no further obligations pursuant to this Section 5.07 5.20 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Revolving Credit Documents and this Agreement.”

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration of the any Senior Obligations in accordance with the terms of the Credit Agreement Loan Documents applicable Senior Debt Document, (b) a payment Event of Default (under and as defined in the Senior Debt Document governing any Senior Facility as of the date hereof) at or following final maturity of such Senior Facility, or (bc) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the first of any such Purchase EventEvent to occur, one or more of the Second Junior Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Junior Priority Debt Parties the optionoption on a ratable basis consistent with their respective Junior Priority Obligations, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus (to the extent received by the Junior Priority Parties within ninety (90) days after the consummation of such purchase) any premium that would be applicable upon prepayment of the Senior Obligations (including as a result of the occurrence of such Purchase Event, and in the case of any Swap Agreements, on a per Secured Swap Provider basis, the positive amount that is payable by the Borrower or relevant Guarantor thereunder reflecting any unpaid amount then due or amount owing in connection with the termination (or early termination) on or prior to the date of the consummation of such purchase after giving effect to offset and netting arrangements in respect of such Secured Swap Provider, but excluding any rights of the Senior Secured Parties with respect to indemnification and other obligations of the Company and Guarantors under the Senior Debt Documents that are expressly stated to survive the termination of the Senior Debt Documents and any prepayment penalties or premiums), the cash collateral to be furnished to the Senior Secured Parties providing letters of credit under the Senior Debt Document in accordance with the terms thereof and accrued and unpaid interest, feesfees and expenses, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption Assumption). If less than all Junior Priority Parties have exercised such purchase right within thirty (as 30) days of such term is defined in Purchase Event, the First Lien Credit Agreement))purchase right with respect to the Senior Obligations that were initially offered to such non-accepting Junior Priority Parties may be exercised, on a ratable or greater than ratable basis, within an additional ten (10) days by the Junior Priority Parties that have exercised such purchase right. If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Junior Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative First Lien Collateral Agent and the Second purchasing Junior Priority RepresentativeParties, subject in each case, at no cost or expense to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentGrantors. If none of the Second Junior Priority Debt Parties exercise exercises such rightright within thirty (30) days of such Purchase Event, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement. Each Grantor and the First Lien Collateral Agent, on behalf of each Senior Secured Party, irrevocably consents to any assignment effected to one or more Junior Priority Parties pursuant to this Section 5.07 (so long as such Junior Priority Parties meet all eligibility standards contained in all relevant Senior Debt Documents) and authorizes the purchasing Junior Priority Parties to execute all required assignment documentation on their behalf for purposes of all Senior Debt Documents and hereby agrees that no further consent from such Grantor or any Senior Secured Party shall be required.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ Tenaska’s remedies, the Senior Secured Parties agree Tenaska agrees that following (a) the acceleration of the Senior any Junior Priority Obligations in accordance with the terms of the Credit Agreement Loan Documents or applicable Junior Priority Debt Document, (b) a payment Event of Default (under and as defined in any applicable Junior Priority Debt Document) after giving effect to any applicable grace period, (c) the commencement of an Insolvency or Liquidation Proceeding Proceeding, (d) the exercise of any Enforcement Action by Tenaska, or (e) the termination of any of the Transaction Agreements by Tenaska (each, a “Purchase Event”), within thirty (30) days of the first of any such Purchase EventEvent to occur, one or more of the Second Junior Priority Debt Parties may request, and Tenaska hereby offers the Senior Secured Parties hereby offer the Second Junior Priority Debt Parties the optionoption on a ratable basis consistent with their respective Junior Priority Obligations, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at parpar (but excluding any rights of Tenaska with respect to indemnification and other obligations of the Company and Guarantors under the Transaction Agreements that are expressly stated to survive the termination of the Transaction Agreements). If less than all Junior Priority Parties have exercised such purchase right within thirty (30) days of such Purchase Event, plus any premium that would be applicable upon prepayment of the purchase right with respect to the Senior Obligations and accrued and unpaid interestthat were initially offered to such non-accepting Junior Priority Parties may be exercised, feeson a ratable or greater than ratable basis, and expenses without warranty or representation or recourse within an additional ten (except for representations and warranties required to be made 10) days by assigning lenders pursuant to the Assignment and Assumption (as Junior Priority Parties that have exercised such term is defined in the First Lien Credit Agreement))purchase right. If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Junior Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative Tenaska and the Second purchasing Junior Priority RepresentativeParties, subject in each case, at no cost or expense to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentGrantors. If none of the Second Junior Priority Debt Parties exercise exercises such rightright within thirty (30) days of such Purchase Event, the Senior Secured Parties Tenaska shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their its sole discretion in accordance with the Senior Debt Documents Transaction Agreements and this Agreement. Each Grantor and Tenaska authorizes the purchasing Junior Priority Parties to execute all required assignment documentation on their behalf for purposes of taking assignment of the Senior Obligations and hereby agrees that no further consent from such Grantor or Tenaska shall be required. Notwithstanding anything to the contrary contained in this Section 5.07, under no circumstance shall the Junior Priority Parties have the purchase rights described in this Section 5.07 if such purchase would result, directly or indirectly, in the loss of any of the services being provided to the Borrower and its Subsidiaries under the Transaction Agreements as in effect immediately prior thereto.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration any remedy of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (eachFirst Priority Creditors, so long as a “Purchase Event”)Triggering Event has occurred and is continuing, within thirty (30) days of the Purchase Event, one or more any of the Second Priority Debt Parties Creditors may, at its sole expense and effort, upon written notice (which notice, subject to the last sentence of this Section 5.7 and with the understanding that such notice will be revocable upon the failure by any First Priority Lender to comply with the provisions contained in this Section 5.7, shall be irrevocable and may request, and the Senior Secured Parties hereby offer only be given by the Second Priority Debt Parties Creditors on one occasion, the option“Second Priority Purchase Notice”) to the Borrowers, the Collateral Agent, the First Priority Agent and the Second Priority Agent, require the First Priority Creditors to purchase alltransfer and assign to such Second Priority Creditors, without warranty or representation or recourse, all (but not less than all) of the First Priority Obligations; provided that (x) the Second Priority Purchase Notice, if any, will be given no more than 10 Business Days after the occurrence of the related Triggering Event and, if the right to purchase the First Priority Obligations is in fact exercised by the Second Priority Creditors, the obligations related to such purchase of First Priority Obligations shall be fulfilled by such Second Priority Creditors within 10 Business Days thereafter, (y) such assignment shall not conflict with any law, rule or regulation or order of any court or other governmental authority having jurisdiction, and (z) such Second Priority Creditors shall have paid to the First Priority Agent, for the account of the First Priority Creditors, in immediately available funds, an amount equal to 100% of such First Priority Obligations then outstanding (which shall include, with respect to (i) the aggregate face amount of the letters of credit outstanding under the First Priority Credit Agreement, an amount in cash equal to the amount of outstanding letters of credit required to be cash collateralized pursuant to the First Priority Documents and (ii) each Existing Swap Agreement, 100% of the aggregate amount of outstanding Senior Obligations outstanding at (but not less than zero) that the time of purchase at par, plus any premium that applicable Borrower or Grantor would be required to pay if such Existing Swap Agreements were terminated at such time after netting all settlement amounts and unpaid amounts under such Existing Swap Agreements with the applicable upon prepayment of Borrower or Grantor, but without reduction for any other amounts owing by the Senior Obligations and relevant lender counterparty to the applicable Borrower or Grantor) plus all accrued and unpaid interestinterest thereon plus all accrued and unpaid fees (other than any prepayment penalties or premiums other than customary Eurodollar breakage costs (the “First Priority Termination Fees”)) (such amount, feesthe “First Priority Purchase Price”). In connection with any such assignment or transfer of the First Priority Obligations, and expenses without warranty or representation or recourse (except for representations and warranties required to all Existing Swap Agreements shall be made by assigning lenders pursuant terminated unless all parties thereto shall have consented to the Assignment assignment thereof to the Second Priority Creditors and Assumption (as such term is defined in to the First Lien Credit Agreement))release of the lender counterparties thereto from all liability thereunder. If such the right set forth in this Section 5.7 is exercised, (1) the parties shall endeavor to close promptly thereafter but in any event within ten (10) 10 Business Days of the request. If one notice (or more the First Priority Creditors shall no longer be required to transfer any such First Priority Obligations), (2) such purchase of the Second First Priority Debt Parties exercise such purchase right, it Obligations shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative First Priority Agent and such Second Priority Creditors, and (3) such First Priority Obligations shall be purchased pro rata among the Second Priority Representative, subject Creditors giving notice to any consent rights the Second Priority Agent of their intent to exercise the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none purchase option hereunder according to such Second Priority Creditors’ portion of the Second Priority Debt Parties exercise such rightObligations outstanding on the date of purchase. In order to effectuate the foregoing, the Senior Secured Parties First Priority Agent shall have calculate, upon the written request of the Second Priority Agent (acting at the direction of one or more Second Priority Creditors) from time to time, the amount in cash that would be necessary so to purchase the First Priority Obligations. If, for any reason other than a default by the First Priority Creditors, the Second Priority Creditors fail to purchase and pay for the First Priority Obligations after the delivery of the Second Priority Purchase Notice, the Second Priority Creditors shall be liable to the First Priority Creditors for any losses or damages, including fees and disbursements to counsel, incurred by them by reason of such failure to purchase and pay. It is understood that the obligations of each First Priority Lender and each Second Priority Lender are several and not joint, and no further First Priority Lender or Second Priority Lender shall be responsible for any default by any other First Priority Lender and/or any Second Priority Lender, as the case may be, of its obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with under the Senior Debt Documents and this First Priority Credit Agreement and/or the Second Priority Credit Agreement.

Purchase Right. (a) Without prejudice to the enforcement of the Senior Secured Parties’ Parties remedies, the Senior Secured Parties agree that following (ai) the acceleration of the Senior Obligations in accordance with the terms of the First Lien Credit Agreement Loan Documents Agreement, (ii) the occurrence of an event of default under a Second Priority Debt Document as a result of a failure to make a payment when due of any principal or interest of any Second Priority Debt under the terms of such Second Priority Debt Document or (biii) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty and prior to the thirtieth (3030th) days of day after the Designated Senior Representative providing written notice (a “Purchase EventEvent Notice”) to the Designated Second Priority Representative that a Purchase Event has occurred, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, interest and fees, and expenses without warranty or representation or recourse (except except, in the case of the First Lien Credit Agreement, for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption Agreement (as such term is defined in the First Lien Credit Agreement)). If such right is exercisedPromptly upon receipt of a Purchase Event Notice, the parties Designated Second Priority Representative shall endeavor forward such Purchase Event Notice to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase rightParties. For the avoidance of doubt, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Designated Second Priority Representative, subject ’s sole responsibility with respect to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of Purchase Right set forth in this Section 5.07 shall be to forward such Purchase Event Notice to the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this AgreementParties.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Junior Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Junior Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Junior Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Junior Representative, subject to any consent rights of the Borrowers Borrower under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Junior Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ Parties remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of any Senior Debt Document, (b) a payment default under any Senior Debt Document that has not been cured or waived by the Credit Agreement Loan Documents Senior Secured Parties within sixty (60) days of the occurrence thereof or (bc) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, interest and fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative, each Second Priority Representative and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentBorrowers. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 5.7 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior First Lien Credit Agreement Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the First Lien Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Junior Priority Debt Parties may request, and the Senior First Lien Credit Agreement Secured Parties hereby offer the Second Junior Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior First Lien Credit Agreement Obligations outstanding at the time of purchase at par(a) in the case of First Lien Credit Agreement Obligations other than First Lien Credit Agreement Obligations arising under any Secured Commodity Hedging Agreement or any Secured Hedging Agreement or in connection with undrawn Letters of Credit, par (plus any premium that would be applicable upon prepayment of the Senior First Lien Credit Agreement Obligations (including as a result of the occurrence of any such Purchase Event) and accrued and unpaid interest, feesfees and expenses) and (b) in the case of First Lien Credit Agreement Obligations arising under any Secured Commodity Hedging Agreement or any Secured Hedging Agreement, an amount equal to the greater of (i) all amounts payable by any Grantor under the terms of such Secured Commodity Hedging Agreement or Secured Hedging Agreement in the event of a termination of such Secured Commodity Hedging Agreement or Secured Hedging Agreement and expenses (ii) the xxxx-to-market value of such Secured Commodity Hedging Agreement or Secured Hedging Agreement, as determined by the counterparty to the Grantor thereunder with respect to such Secured Commodity Hedging Agreement or Secured Hedging Agreement, in each case, in accordance with the terms thereof and in accordance with customary methods for calculating xxxx-to-market amounts under similar arrangements by such counterparty, in each case, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the an Assignment and Assumption Acceptance). In the case of any First Lien Credit Agreement Obligations in respect of Letters of Credit (as such term is defined including reimbursement obligations in connection therewith), simultaneously with the purchase of the other First Lien Credit Agreement Obligations, the purchasing Junior Priority Debt Parties shall provide the First Lien Credit Agreement))Agreement Secured Parties who issued such Letters of Credit cash collateral in such amounts (not to exceed 103% thereof) as such First Lien Credit Agreement Secured Parties determine is reasonably necessary to secure such First Lien Credit Agreement Secured Parties in connection with any outstanding and undrawn Letters of Credit. If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event shall close within ten (10) Business Days of the request. If one or more of the Second Junior Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative First Lien Credit Agreement Administrative Agent and the Second Junior Priority Representative, subject to any consent rights in each case, at no cost or expense of the Borrowers under Grantors or the First Lien Credit Agreement or any applicable Senior Debt DocumentAdministrative Agent. If none of the Second Junior Priority Debt Parties exercise such rightright within thirty (30) days of such Purchase Event, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement. For the avoidance of doubt, such purchase shall not reduce or limit the benefits of the First Lien Credit Agreement favor of any First Lien Credit Agreement Senior Party that expressly survive the assignment of all or any portion of the First Lien Credit Agreement Obligations by such First Lien Credit Agreement Senior Party, including, without limitation, any indemnity obligations of the Grantors thereunder. The First Lien Credit Agreement Administrative Agent hereby consents to any Assignment and Acceptance effectuated to one or more purchasers pursuant to the terms of this Section 5.07 and hereby agrees that no further consent from the First Lien Credit Agreement Administrative Agent shall be required.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Debt Documents, (b) a payment default under the Senior Debt Documents that has not been cured or waived by the Senior Secured Parties within ninety (90) days of the occurrence thereof or (bc) the commencement of an Insolvency or Liquidation Proceeding with respect to either Borrower (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the applicable Senior Secured Parties hereby severally offer the Second Priority Debt Parties the option, to purchase for each all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at parfor a purchase price equal to the sum of (1) in the case of all loans, plus any premium advances or other similar extensions of credit that would be applicable upon prepayment constitute Senior Obligations (including unreimbursed amounts drawn in respect of letters of credit, but excluding the undrawn amount of then outstanding letters of credit and excluding Obligations and liabilities under Treasury Services Agreements and Hedging Obligations), 100% of the Senior Obligations principal amount thereof and all accrued and unpaid interestinterest thereon through the date of purchase (without regard, however, to any acceleration or other prepayment penalties or premiums other than customary breakage costs), (2) in the case of any Obligations and liabilities under Treasury Services Agreements, all amounts then due and owing thereunder and cash collateral in such amounts as the Designated Senior Representative reasonably determines is necessary to secure the Designated Senior Representative and the other Senior Secured Parties in connection with such Obligations and liabilities under Treasury Services Agreements, (3) in the case of any Secured Hedging Agreement, the aggregate amount then owing to each Hedge Bank (which is a Senior Secured Party) thereunder pursuant to the terms of the respective Secured Hedging Agreement, including all amounts owing to such Hedge Bank as a result of the termination (or early termination) thereof (in each case, to the extent of its interest as a Senior Secured Party), (4) in the case of the undrawn amount of then outstanding letters of credit, cash collateral in an amount equal to 105% of the aggregate undrawn amount of such letters of credit and the aggregate facing and other similar fees which will accrue thereon through the stated maturity of the letters of credit (assuming no drawings thereon before stated maturity), (5) all accrued and unpaid fees, expenses, indemnities and expenses other amounts (including any prepayment penalties or premiums or similar fees) through the date of purchase and (6) in the case of contingent or unliquidated Senior Obligations for which a claim has been made against (or identified by) the Senior Secured Parties and indemnification or payment is required under the Senior Debt Documents, cash collateral in such amounts as the Designated Senior Representative and the other Senior Secured Parties reasonably determine is necessary to all such contingent or unliquidated Senior Obligations in connection with such contingent or unliquidated Senior Obligations, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)); provided that each Senior Secured Party will retain all rights to indemnification and expense reimbursement provided in the relevant Senior Debt Documents for any unidentified and unasserted claims and other amounts relating to periods prior to the purchase of the Senior Debt Obligations pursuant to this Section 5.07. If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative, subject to any consent rights . If more than one Second Priority Debt Party has exercised such purchase right and the aggregate amount of all purchase right exercises exceeds the amount of the Borrowers under Senior Obligations, the First Lien Credit Agreement or any applicable Senior amount with respect to which each exercising Second Priority Debt DocumentParty shall be deemed to have exercised its purchase right shall be reduced on a ratable basis according to the amounts of the original exercises of such purchase right by each such Second Priority Debt Party. If none of the Second Priority Debt Parties timely exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement. Each Grantor irrevocably consents to any assignment effected to one or more Senior Priority Debt Parties pursuant to this Section 5.07 for purposes of all Senior Debt Documents and hereby agrees that no further consent from such Grantor shall be required.

Purchase Right. Without prejudice to the enforcement of the Senior First Lien Secured Parties’ remedies, the Senior First Lien Secured Parties agree that following (a) the acceleration of the Senior First Lien Obligations in accordance with the terms of the First Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding with respect to any Grantor (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Lien Secured Parties may request, and the Senior First Lien Secured Parties hereby offer the Second Priority Debt Lien Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior First Lien Obligations outstanding at the time of purchase at parpar (including by providing cash collateralization of 105% of the aggregate amount of outstanding letter of credit obligations), plus any premium that would be applicable upon prepayment of the Senior First Lien Obligations and accrued and unpaid interest, fees, and expenses expenses, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days business days of the request. If one or more of the Second Priority Debt Lien Secured Parties exercise exercises such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative First Lien Collateral Agent and the Second Priority Representative, subject to any consent Lien Collateral Agent. If more than one Second Lien Secured Party has exercised such purchase right and the aggregate amount of all purchase rights exercised exceeds the amount of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentObligations, the amount with respect to which each exercising Second Lien Secured Party shall be deemed to have exercised its purchase right shall be reduced on a ratable basis according to the amounts of the original exercises of such purchase right by each such Second Lien Secured Party. If none of the Second Priority Debt Lien Secured Parties timely exercise such right, the Senior First Lien Secured Parties shall have no further obligations pursuant to this Section 5.07 5.7 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt First Lien Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remediesremedies in accordance with the Senior Debt Documents and this Agreement, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding by any Grantor (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Junior Secured Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties Junior Secured Parties, the option, option to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Senior Credit Agreement)). If such purchase right is timely exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Junior Secured Parties exercise timely exercises such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative Representatives and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentJunior Representatives. If none of the Second Priority Debt Junior Secured Parties exercise timely exercises such purchase right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative, subject to any consent rights of the Borrowers Borrower under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. (a) Without prejudice to the enforcement of the Senior Priority Secured Parties’ remedies, the Senior Priority Secured Parties agree that following (ai) the acceleration of the Senior Priority Obligations in accordance with the terms of the Credit Agreement Loan Documents or Senior Priority Debt Documents, (bii) the commencement of an Insolvency or Liquidation Proceeding Proceeding, (iii) the commencement of an Enforcement Action, or (iv) the occurrence of an event of default under the Senior Priority Debt Documents which is continuing by reason of an insolvency event of default or non-payment of any amount which is immediately due and payable under the Senior Priority Debt Documents (each, a “Second Priority Creditor Purchase Event”), within thirty (30) days of the such Second Priority Creditor Purchase Event, one or more of the Second Priority Debt Secured Parties may (unless one or more Senior Subordinated Priority Parties has exercised its option to purchase all, but not less than all, of the aggregate amount of outstanding Senior Priority Obligations and Second Priority Debt Obligations in accordance with Section 5.07(b)) request, and the Senior Priority Secured Parties hereby offer the Second Priority Debt Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Priority Obligations outstanding at the time of purchase in accordance with the terms of the applicable Senior Priority Debt Documents at par, plus any premium that would be applicable upon prepayment of the Senior Priority Obligations (assuming a prepayment at the time of the purchase) and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Senior Secured Credit Agreement as in force as at the date of this Agreement)). In the case of any Senior Priority Obligations in respect of Letters of Credit (including reimbursement obligations in connection therewith), simultaneously with the purchase of the other Senior Priority Obligations, the purchasing Second Priority Secured Parties shall provide the Senior Priority Secured Parties who issued such Letters of Credit cash collateral in such amounts (not to exceed 105% thereof) as such Senior Priority Secured Parties determine is reasonably necessary to secure such Senior Priority Obligations in connection with any outstanding and undrawn Letters of Credit. If more than one Second Priority Secured Party has exercised such purchase right and the aggregate amount of all purchase rights exercised exceeds the amount of the Senior Priority Obligations, the amount with respect to which each exercising Second Priority Secured Party shall be deemed to have exercised its purchase right shall be reduced on a ratable basis according to the amounts of the original exercises of such purchase right by each such Second Priority Secured Party. If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Designated Senior Priority Representative and the Designated Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior First Lien Secured Parties’ ' remedies, the Senior First Lien Secured Parties agree that following (a) the acceleration of the Senior First Lien Obligations in accordance with the terms of the First Lien Credit Agreement, (b) a payment default under the First Lien Credit Agreement Loan Documents that has not been cured or waived by the First Lien Secured Parties within sixty (60) days of the occurrence thereof or (bc) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”"PURCHASE EVENT"), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Lien Secured Parties may request, and the Senior First Lien Secured Parties hereby offer the Second Priority Debt Lien Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior First Lien Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior such First Lien Obligations and accrued and unpaid interest, interest and fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Lien Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative First Lien Agent and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentAgent. If none of the Second Priority Debt Lien Secured Parties exercise such right, the Senior First Lien Secured Parties shall have no further obligations pursuant to this Section 5.07 5.7 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt First Lien Loan Documents and this Agreement.

Purchase Right. (a) Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of each of the Credit Agreement Loan Documents Senior Facilities or (b) the commencement of an Insolvency or Liquidation Proceeding with respect to any Grantor (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and all accrued and unpaid interest, fees, and expenses expenses, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days business days of the request. If one or more of the Second Priority Debt Parties exercise exercises such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the purchasing Second Priority Representative, subject to any consent Debt Parties. If more than one Second Priority Debt Party has exercised such purchase right and the aggregate amount of all purchase rights exercised exceeds the amount of the Borrowers under Senior Obligations, the First Lien Credit Agreement or any applicable Senior amount with respect to which each exercising Second Priority Debt DocumentParty shall be deemed to have exercised its purchase right shall be reduced on a ratable basis according to the amounts of the original exercises of such purchase right by each such Second Priority Debt Party. If none of the Second Priority Debt Parties timely exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 5.08 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured PartiesFirst Lien Lenders’ remedies, the Senior Secured Parties agree First Lien Agent agrees, for itself and on behalf of the First Lien Lenders that following (a) the acceleration of the Senior Obligations First Lien Claims in accordance with the terms of the First Lien Credit Agreement, (b) a payment default under the First Lien Credit Agreement Loan Documents that has not been cured or waived by the First Lien Lenders within sixty (60) days of the occurrence thereof or (bc) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Lien Secured Parties may request, and the Senior Secured Parties First Lien Lenders hereby offer the Second Priority Debt Lien Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations First Lien Claims (other than First Lien Claims arising under Secured Hedge Agreements), outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations such First Lien Claims and accrued and unpaid interest, interest and fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption Acceptance (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Lien Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative First Lien Agent and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentAgent. If none of the Second Priority Debt Lien Secured Parties exercise such right, the Senior Secured Parties First Lien Lenders shall have no further obligations pursuant to this Section 5.07 5.6 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt First Lien Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Priority Secured Parties’ remedies, the Senior Priority Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Priority Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Secured Parties may request, and the Senior Priority Secured Parties hereby offer the Second Priority Debt Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Term Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually and reasonably acceptable to each of the Senior Priority Representative and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Secured Parties exercise such right, the Senior Priority Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Priority Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the First Lien Credit Agreement, (b) a payment default under the First Lien Credit Agreement Loan Documents that has not been cured or waived by the Senior Secured Parties within ninety (90) days of the occurrence thereof or (bc) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”)) with respect to the Borrower, within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the applicable Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at parpar (including by providing cash collateralization of 105% of the aggregate amount of outstanding L/C Obligations), plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, interest and fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative, subject to any consent rights . If more than one Second Priority Debt Party has exercised such purchase right and the aggregate amount of all purchase right exercises exceeds the amount of the Borrowers under Senior Obligations, the First Lien Credit Agreement or any applicable Senior amount with respect to which each exercising Second Priority Debt DocumentParty shall be deemed to have exercised its purchase right shall be reduced on a ratable basis according to the amounts of the original exercises of such purchase right by each such Second Priority Debt Party. If none of the Second Priority Debt Parties timely exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following the earliest to occur of: (a) a payment default under the Senior Debt Facility represented by the Designated Senior Representative that has not been cured or waived by the First Lien Secured Parties or the Additional Senior Debt Parties, as applicable, within sixty (60) days of the occurrence thereof, (b) acceleration of the Senior Obligations Debt Facility represented by the Designated Senior Representative in accordance with the terms of the Credit Agreement Loan Documents such Senior Debt Facility or (bc) the commencement of an Insolvency or Liquidation Proceeding that constitutes an event of default under any Senior Debt Document (each, a “Purchase Event”), within thirty (30) days of after the first date on which a Purchase EventEvent has occurred, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Debt Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Debt Obligations at such time and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for for, in the case of the First Lien Obligations, representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption Agreement (as such term is defined in the First Lien Credit Agreement)); provided that if the Borrower’s consent is required for such purchase under any Senior Debt Document, then no such offer shall be made without the consent of the Borrower. Any Second Priority Debt Parties electing to purchase such Senior Debt Obligations pursuant to this Section 5.07 shall exercise such right by delivering irrevocable written notice within such thirty (30)-day period, which notice shall set forth the date on which such Purchase Event shall occur (the “Purchase Date”) and shall irrevocably obligate such Second Priority Debt Parties to make such purchase not later than such Purchase Date (which shall be no later than fifteen (15) Business Days after the date such Second Priority Debt Parties execute such election). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten fifteen (1015) Business Days of the requestwritten notice to the Designated Senior Representative pursuant to which such right is exercised. All Second Priority Debt Parties shall have the opportunity to exercise such purchase right, on a ratable basis according to the amount of Second Priority Obligations held by such Second Priority Debt Parties which make such election, and if some Second Priority Debt Parties elect to make such purchase on less than a ratable basis, other Second Priority Debt Parties may purchase such excess in a proportionate manner among such other Second Priority Debt Parties; provided that no Senior Debt Obligations may be purchased pursuant to this Section 5.07 unless all Senior Debt Obligations are purchased. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually and reasonably acceptable to each of the Senior Representative Representatives and the applicable Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentRepresentatives. If none of the Second Priority Debt Parties exercise timely exercises such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the remedies by the Senior Secured Parties’ remediesagent (on behalf of itself and the other Senior Claimholders), the Senior Secured Parties Agent and the other Senior Claimholders agree that following (a) the acceleration of the all Senior Lien Obligations in accordance with the terms of the Credit Agreement Senior Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding that constitutes an event of default under the Senior Loan Documents (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties Junior Claimholders that collectively hold greater than 50% in aggregate principal amount of the Junior Lien Obligations may request, and the Senior Secured Parties Claimholders hereby offer the Second Priority Debt Parties Junior Claimholders the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Lien Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Lien Obligations and accrued and unpaid interest, interest and fees, and expenses plus cash collateral equal to 101% of the face amount of any outstanding letters of credit, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Senior Credit Agreement)). Any Junior Claimholders electing to purchase such Senior Lien Obligations pursuant to this Section 5.7 shall exercise such right by delivering an irrevocable written notice within such thirty (30)-day period, which notice shall set forth the date on which such purchase shall occur (the “Purchase Date”) and shall irrevocably obligate such Junior Claimholders to make such purchase not later than such Purchase Date (which shall be no later than ten (10) Business Days after the date such Junior Claimholders execute such election). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the requestwritten notice to the Senior Agent pursuant to which such right is exercised. All Junior Claimholders shall have the opportunity to exercise such purchase right, on a ratable basis according to the amount of Junior Lien Obligations held by such Junior Claimholders that make such election, and if some Junior Claimholders elect to make such purchase on less than a ratable basis, other Junior Claimholders may purchase such excess in a proportionate manner among such other Junior Claimholders; provided that no Senior Lien Obligations may be purchased unless all Senior Lien Obligations are purchased. If one or more of the Second Priority Debt Parties Junior Claimholders exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and Agent (at the Second Priority Representative, subject to any consent rights direction of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentRequired Lenders) and such purchasing Junior Claimholders. If none of the Second Priority Debt Parties Junior Claimholders exercise such right, the Senior Secured Parties Claimholders shall have no further obligations pursuant to this Section 5.07 5.7 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Loan Documents and this Agreement. SECTION 6.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remediesremedies in accordance with the Senior Debt Documents and this Agreement, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding by any Grantor (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Junior Secured Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties Junior Secured Parties, the option, option to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption Acceptance (as such term is defined in the First Lien Senior Credit Agreement)). If such purchase right is timely exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Junior Secured Parties exercise timely exercises such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative Representatives and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentJunior Representatives. If none of the Second Priority Debt Junior Secured Parties exercise timely exercises such purchase right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Priority Secured Parties’ remedies, the Senior Priority Secured Parties agree that following (a) the acceleration of all of the Senior Obligations in accordance with the terms of the Credit Agreement Loan applicable Senior Priority Debt Documents governing the terms thereof or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Secured Parties may request, and the such Senior Priority Secured Parties hereby offer the Second Priority Debt Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the such Senior Obligations and accrued and unpaid interest, fees, and expenses (including those accruing after the commencement of any Insolvency or Liquidation Proceeding) without warranty or representation or recourse (except except, in the case of the Super-Priority Notes Obligations, for representations and warranties required to be made by assigning lenders investors pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)Super-Priority Notes Documents). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Secured Parties exercise such purchase right, it the documentation relating thereto shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative Priority Representatives and the applicable Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentRepresentative(s) named as a Representative for such exercising Second Priority Secured Parties. If none of the Second Priority Debt Secured Parties timely exercise such right, the Senior Priority Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Priority Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ Parties remedies, the Senior Secured Parties agree that following (a) the acceleration of the all Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, fees and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties timely exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured PartiesPriority Claimholders’ remedies, the Senior Secured Parties Priority Claimholders agree that within five (5) Business Days following (a) the acceleration occurrence of a Purchase Event, the Senior Obligations Priority Collateral Agent shall inform the Junior Priority Collateral Agent thereof in accordance with the terms of the Credit Agreement Loan Documents or writing (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase EventNotice”)) and, within thirty forty-five (3045) days following receipt of such Purchase Notice by the Purchase EventJunior Priority Collateral Agent, one or more of the Second Junior Priority Debt Parties Claimholders may request, and the Senior Secured Parties Priority Claimholders hereby offer the Second Junior Priority Debt Parties Claimholders the option, to purchase all, but not less than all, of the aggregate amount of outstanding Priming Senior Priority Obligations (other than any Priming Senior Priority Obligations in respect of Secured Bank Product Obligations, which shall not be subject to the purchase right hereunder) outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the such Priming Senior Priority Obligations and accrued and unpaid interest, fees, and expenses expenses, without warranty or representation (other than customary warranties and representations by the Senior Priority Claimholders with respect to (i) the principal of and accrued and unpaid interest on the Priming Senior Priority Obligations subject to the purchase right, and the fees and expenses owing with respect thereto, (ii) ownership of such Priming Senior Priority Obligations free and clear of all Liens and (iii) full right and power to assign such Priming Senior Priority Obligations and that such assignment has been duly authorized by all necessary action by such Senior Priority Claimholder) or recourse (except for representations other than in respect of any breach of the foregoing warranties and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)representations). If such right option is timely exercised, the parties shall endeavor to close promptly thereafter but in any event within ten thirty (1030) Business Days days of the request. If one or more of the Second Junior Priority Debt Parties Claimholders exercise such purchase right, it the documentation relating thereto shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative Priority Collateral Agent and the Second Junior Priority RepresentativeCollateral Agent. Following the exercise of such right and the consummation of such assignment, subject any Priming Senior Priority Obligations in respect of Secured Bank Product Obligations shall retain the priority afforded by this Agreement, and no amendment, modification or waiver of any Senior Priority Document that is adverse to the priority afforded by this Agreement to such Secured Bank Product Obligations shall be effective, as to any Senior Priority Claimholder holding such Secured Bank Product Obligations, without the written consent rights of the Borrowers under the First Lien Credit Agreement or any applicable such Senior Debt DocumentPriority Claimholder. If none of the Second Junior Priority Debt Parties Claimholders timely exercise such right, the Senior Secured Parties Priority Claimholders shall have no further obligations pursuant to this Section 5.07 5.6 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Priority Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior First Priority Secured Parties’ remediesremedies in accordance with the First Priority Debt Documents and this Agreement, the Senior First Priority Representatives on behalf of the applicable First Priority Secured Parties agree that following (a) the acceleration of the Senior First Priority Obligations in accordance with the terms of the Credit Agreement Loan First Priority Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding by any Borrower (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Secured Parties may request, and the Senior First Priority Secured Parties hereby offer the Second Priority Debt Parties Secured Parties, the option, option to purchase all, but not less than all, of the aggregate amount of outstanding Senior First Priority Obligations outstanding at the time of purchase at parpar (plus, plus to the extent not already included, any premium that would be applicable upon prepayment of the Senior such First Priority Obligations and accrued and unpaid interest, fees, and expenses expenses) without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the an Assignment and Assumption (as such term is defined in the First Lien Exchange Credit Agreement)). If such purchase right is timely exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Secured Parties exercise timely exercises such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative First Priority Representatives affected thereby and the applicable Second Priority Representative, subject to any consent rights of Representative for the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentSecond Priority Secured Parties exercising such purchase rights. If none of the Second Priority Debt Secured Parties exercise timely exercises such purchase right, the Senior First Priority Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior First Priority Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ Parties remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement, (b) a payment default under the Credit Agreement Loan Documents that has not been cured or waived by the Senior Secured Parties within sixty (60) days of the occurrence thereof or (bc) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, interest and fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the Senior First Priority Secured Parties’ remediesremedies under the First Priority Debt Documents, this Agreement, at law or in equity or otherwise, the Senior First Priority Secured Parties agree that following upon the occurrence of (ai) the an acceleration of any of the Senior First Priority Obligations in accordance with the terms of the Credit Agreement Loan Documents applicable First Priority Debt Documents, (ii) a payment default under any First Priority Debt Document that has not been cured or waived by the applicable First Priority Secured #96358272v26 Parties within 60 days of the occurrence thereof and (biii) the commencement of an any Insolvency or Liquidation Proceeding with respect to any Grantor (eacheach of such events for purposes of this paragraph, a “Purchase Triggering Event”), within thirty (30) days the Designated First Priority Representative will promptly deliver a notice of the Purchase Event, one or more occurrence of each Triggering Event to the Second Priority Debt Parties may requestRepresentative (provided that none of the Designated First Priority Representative nor any First Priority Secured Party shall have any liability for failure of such notice to be delivered), and the Senior Second Priority Secured Parties hereby offer the Second Priority Debt Parties shall have the option, but not the obligation, to deliver a written notice to the First Priority Representative (a “Purchase Notice”) no later than the 15th Business Day after the occurrence of any Triggering Event (or, if later, the date that notice of such Triggering Event is delivered by the Designated First Priority Representative to the Designated Second Priority Representative) that they commit to purchase all, from the First Priority Secured Parties the entire aggregate amount (but not less than all, of the aggregate amount entirety) of outstanding Senior First Priority Obligations outstanding and any DIP Financing provided by the First Priority Secured Parties at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses Purchase Price without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined provided in Section 5.07(d), on a pro rata basis from the First Lien Credit Agreement))Priority Secured Parties. If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more A Purchase Notice may be delivered by less than all of the Second Priority Debt Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of so long as all the Senior Representative and the purchasing Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant shall, when taken together, commit to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with purchase the Senior Debt Documents and this Agreemententire aggregate amount (but not less than the entirety) as set forth above.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following following: (a) the an acceleration of the Senior Obligations in accordance with the terms of the Senior Credit Agreement Loan Documents or Agreement, (b) the commencement of an Insolvency or Liquidation Proceeding Proceeding, (eachc) the occurrence of any payment Event of Default under the Senior Debt Documents, or (d) any event of default under the Junior Debt Documents (each a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Junior Secured Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Junior Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations and any loans provided by the Senior Secured Parties in connection with a DIP Financing outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and such DIP Financing and including all accrued and unpaid interestinterest and fees as of the date of closing of such purchase, feesin accordance with the relevant Senior Debt Documents, and expenses without warranty or representation or recourse (except for customary representations and warranties required to be made by assigning lenders pursuant to any assignment agreement required under the Assignment Senior Credit Agreement or other Senior Debt Document). In connection with such purchase, all issued and Assumption (undrawn letters of credit constituting Senior Obligations shall be cancelled, replaced or cash collateralized in an amount not less than 105% of the face amount thereof by the purchasing Junior Secured Parties, or the purchasing Junior Secured Parties shall have provided other similar credit support satisfactory to each relevant issuer; provided that at such time as all such term is defined letters of credit have been cancelled, expired or been fully drawn and all reimbursement obligations in respect thereof satisfied, as the First Lien Credit Agreement))case may be, and after all applications described above have been made, any excess cash collateral deposited as described above shall be returned to the respective purchasers. If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten thirty (1030) Business Days of the request. If one or more of the Second Priority Debt Junior Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually and reasonably acceptable to each of the Senior Representative and the Second Priority Junior Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Junior Secured Parties exercise such rightright within the time periods set forth above, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement. Each of the Borrower and the Senior Representative hereby consent to any assignment pursuant to this Section 5.07 to the extent it has a consent or similar approval right under the assignment provisions of the relevant Senior Debt Documents. Notwithstanding the foregoing, the Senior Representative and the Senior Secured Parties shall retain any and all rights with respect to indemnification and other similar contingent obligations under the Senior Debt Documents that are expressly stated to survive the termination of the Senior Debt Documents.

Purchase Right. Without prejudice to the enforcement of the Senior Priority Secured Parties’ remedies, the Senior Priority Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Priority Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Secured Parties may request, and the Senior Priority Secured Parties hereby offer the Second Priority Debt Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Term Credit Agreement)); and the purchasing Second Priority Secured Parties shall furnish to the relevant Senior Priority Secured Parties cash collateral in the amount of 105% of the face amount of any outstanding and undrawn letters of credit. If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually and reasonably acceptable to each of the Senior Priority Representative and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Secured Parties exercise such right, the Senior Priority Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Priority Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remediesremedies in accordance with the Senior Debt Documents and this Agreement, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding by any Grantor (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Junior Secured Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties Junior Secured Parties, the option, option to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption Acceptance Agreement (as such term is defined in the First Lien Senior Credit Agreement)). If such purchase right is timely exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Junior Secured Parties exercise timely exercises such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative Representatives and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentJunior Representatives. If none of the Second Priority Debt Junior Secured Parties exercise timely exercises such purchase right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be BrightView Holdings, Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured PartiesPriority Lien Representative’s and the Priority Lien Claimholders’ remedies, the Senior Secured Parties Priority Lien Claimholders agree that at any time during the period of 90 Business Days following the earliest of (a) the an acceleration of the Senior Priority Lien Obligations, (b) a payment event of default in respect of the Priority Lien Obligations in accordance with that has occurred and continued for a period of 60 days or more and (c) the commencement of any Insolvency or Liquidation Proceeding, the Secured Debt Claimholders or the percentage of any Series of them required to take action under the relevant Secured Debt Documents shall have the option to purchase, and the Priority Lien Claimholders hereby irrevocably agree to offer to the Parity Lien Claimholders during such period, the entire aggregate amount of outstanding Priority Lien Obligations (including unfunded commitments under the Priority Lien Agreement) at par plus accrued interest plus out-of-pocket expenses that at such time are accrued and unpaid but would be, under the terms of the Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second relevant Priority Debt Parties may requestDocument, and reimbursable by the Senior Secured Parties hereby offer the Second Priority Debt Parties the optionCompany, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First recourse, on a pro rata basis across Parity Lien Credit Agreement))Claimholders. If the Parity Debt Claimholders shall exercise such right is exercisedoption within ninety (90) Business Days following the first event giving rise thereto, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the requestthereafter. If one or more of the Second Priority Debt Parties Parity Lien Claimholders elect to exercise such purchase righttheir option pursuant to this Section 5.7, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Priority Lien Representative and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Secured Debt DocumentRepresentatives. If none of the Second Priority Debt Parties Parity Lien Claimholders do not exercise such rightoption within the required timeframe, the Senior Secured Parties Priority Lien Claimholders shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement5.7.

Purchase Right. Without prejudice to the enforcement of the Senior Secured PartiesFirst Lien Claimholders’ remedies, the Senior Secured Parties First Lien Claimholders agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, upon a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and Lien Claimholders will have the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, right to purchase all, but not less than all, of the entire aggregate amount of outstanding Senior First Lien Obligations (including unfunded commitments under the First Lien Credit Agreement) at par plus (x) accrued interest, fees and expenses (without regard to any prepayment penalty or premium) and (y) the provision of cash collateral in an amount equal to the undrawn amount of all outstanding at letters of credit and similar instruments issued under the time of purchase at par, plus any premium that would be applicable upon First Lien Loan Documents and the prepayment of the Senior Obligations letter of credit or similar fees to accrue through expiration on all such letters of credit and accrued and unpaid interestsimilar instruments, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in that each of the First Lien Credit AgreementClaimholders shall severally represent and warrant that it is the legal and beneficial owner of the First Lien Obligations being purchased from it and that such First Lien Obligations are free and clear of any adverse claim)), on a pro rata basis across First Lien Claimholders. If one or more of the Second Lien Claimholders choose to exercise such right is exercisedright, they must irrevocably notify the First Lien Claimholders thereof within thirty (30) Business Days following the occurrence of the applicable Purchase Event (which notice shall indicate which Second Lien Claimholders will purchase the First Lien Obligations), and the parties shall endeavor to close promptly thereafter thereafter, but in any event within ten (10) Business Days following notice of the request. If one or more exercise of the Second Priority Debt Parties Lien Claimholders’ purchase right (the “Purchase Period”). Each Second Lien Claimholder that gives notice of its intention to exercise its purchase right shall concurrently provide a copy of such notice to the other Second Lien Claimholders. If more than one Second Lien Claimholder elects to exercise its purchase option in accordance with this Section 5.6, the First Lien Obligations shall be purchased by such Second Lien Claimholders on a pro rata basis according to the amount of Second Lien Obligations owing to each Second Lien Claimholder that has exercised its purchase right on the date on which the applicable Purchase Event occurs relative to the aggregate amount of Second Lien Obligations owing on such date to all Second Lien Claimholders that have exercised their purchase right. If the Second Lien Claimholders choose to exercise their purchase right, it such purchase shall be exercised effected pursuant to documentation mutually acceptable to each of the Senior Representative First Lien Collateral Agent and the Second Priority RepresentativeLien Collateral Agent (and, subject in the event more than one Second Lien Claimholder has exercised its purchase right, in a single closing). If the Second Lien Claimholders elect not to any consent rights exercise their purchase right under this Section 5.6 (or do not so irrevocably provide notice of such exercise within the Borrowers under required timeframe or close the purchase within the Purchase Period, unless such failure is to due solely to breach by the First Lien Credit Agreement or any applicable Senior Debt Document. If none Claimholders of the Second Priority Debt Parties exercise such rightthis Agreement), the Senior Secured Parties First Lien Claimholders shall have no further obligations pursuant to this Section 5.07 for such 5.6. The First Lien Claimholders shall not commence any enforcement action during the Purchase Event and Period; provided, if, upon expiration of the Purchase Period, the parties have not closed the transaction, the First Lien Claimholders may take commence any further actions enforcement action in their sole discretion in accordance with the Senior Debt First Lien Credit Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Priority Secured Parties’ remedies, the Senior Priority Secured Parties agree that at any time following (a) the acceleration of the Senior Priority Obligations in accordance with the terms of the Credit Agreement Loan Senior Priority Debt Documents or (b) the commencement of an Insolvency a proceeding under the Bankruptcy Code or Liquidation Proceeding any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against any Grantor (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Secured Parties may requestrequest within 30 days after the first date on which a Purchase Event occurs, and the Senior Priority Secured Parties hereby offer the Second Priority Debt Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Priority Obligations outstanding at the time of purchase at par(a) in the case of Senior Priority Obligations other than Senior Priority Obligations arising under Swap Contracts, plus par (including any premium that would be set forth in the First Lien Credit Agreement or other applicable upon prepayment of the Senior Obligations Priority Debt Document, interest and accrued and unpaid interest, fees), and expenses (b) in the case of Senior Priority Obligations arising under a Swap Contract, an amount equal to the greater of (i) all amounts payable by any Grantor under the terms of such Swap Contract in the event of a termination of such Swap Contract and (ii) the Swap Termination Value, in each case, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the an Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) 10 Business Days of the request. If one or more of the Second Priority Debt Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Designated Senior Priority Representative and the Designated Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Secured Parties exercise such rightright within 30 days after the first date on which a Purchase Event occurs, the Senior Priority Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Priority Collateral Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Priority Secured Parties’ remedies, the Senior Priority Secured Parties agree that at any time following the first to occur of (ax) the acceleration of the Senior Priority Obligations in accordance with the terms of the Credit Agreement Loan Senior Priority Debt Documents or and (by) the commencement of an Insolvency a proceeding under the Bankruptcy Code or Liquidation Proceeding any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against any Grantor (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Secured Parties may requestmay, by written notice delivered to each Senior Priority Representative within 30 days after the first date on which a Purchase Event occurs, require the Senior Priority Secured Parties to transfer, assign and/or sell, and the Senior Priority Secured Parties hereby offer the Second Priority Debt Secured Parties the optionoption to purchase, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Priority Obligations outstanding at the time of purchase at par(a) in the case of Senior Priority Obligations other than Senior Priority Obligations arising under Swap Contracts or under Cash Management Agreements, plus par (including any premium that would be (to the extent then payable) set forth in the First Lien Credit Agreement or other applicable upon prepayment Senior Priority Debt Document, accrued interest and fees (to the extent not allocable to Excess Senior Priority Obligations)), (b) in the case of Senior Priority Obligations arising under a Swap Contract, an amount equal to the Senior Obligations greater of (i) all amounts payable by any Grantor under the terms of such Swap Contract in the event of a termination of such Swap Contract and accrued and unpaid interest(ii) the Swap Termination Value, feesin each case, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the an Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)), and (c) in the case of Senior Priority Obligations arising under a Cash Management Agreement, an amount equal to the Senior Cash Management Obligations, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to an Assignment and Assumption (as defined in the First Lien Credit Agreement)). In order to effectuate the foregoing, the Designated Senior Priority Representative shall calculate the amount in clause (a) above, within 5 Business Days after receiving a written request of any Second Priority Secured Party following the occurrence of a Purchase Event. If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) 10 Business Days of the request. If one or more of the Second Priority Debt Secured Parties exercise such purchase rightright (the “Purchasing Parties”), it shall be exercised pursuant to documentation mutually acceptable to each of the Designated Senior Priority Representative and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentPurchasing Parties. If none of the Second Priority Debt Secured Parties exercise such rightright within 30 days after the first date on which a Purchase Event occurs, the Senior Priority Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Priority Collateral Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ Parties remedies, the Senior Secured Parties agree that following (a) the acceleration of the all Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, fees and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority RepresentativeApria, subject Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to any consent rights Rule 83 of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event Securities and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this AgreementExchange Commission.

Purchase Right. Without prejudice to the enforcement of the Senior First Lien Secured Parties’ remedies, the Senior First Lien Secured Parties agree that following (a) the acceleration of the Senior First Lien Obligations in accordance with the terms of the Credit Agreement First Lien Loan Documents (including the First Lien Credit Agreement) or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Lien Secured Parties may request, and the Senior First Lien Secured Parties hereby offer the Second Priority Debt Lien Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior First Lien Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior First Lien Obligations and accrued and unpaid interest, interest and fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Lien Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative First Lien Collateral Agent and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentCollateral Agent. If none of the Second Priority Debt Lien Secured Parties exercise such right, the Senior First Lien Secured Parties shall have no further obligations pursuant to this Section 5.07 5.7 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt First Lien Credit Documents and this Agreement.

Purchase Right. Without prejudice in any way limiting the rights of the First Lien Secured Parties to take any action not expressly prohibited by this Agreement, including any Enforcement Action, at any time prior to the enforcement Payment in Full of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that First Lien Claims and following (ai) the an acceleration of the Senior Obligations in accordance with First Lien Claims under the terms of the First Lien Credit Agreement Loan Documents (or any other First Lien Claims, if at such time all obligations under the First Lien Credit Agreement have been Paid in Full and all commitments thereunder terminated), or (bii) the commencement of an Insolvency or Liquidation Proceeding (eachProceeding, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior First Lien Secured Parties hereby will offer the Second Priority Debt Lien Secured Parties the optionoption to purchase, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations First Lien Claims outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption Agreement (as such term is defined in the First Lien Credit Agreement)). If One or more of the Second Lien Secured Parties shall accept such right is exercised, offer within twenty (20) days of the receipt thereof and the parties shall endeavor to close promptly thereafter but in any event within ten all events no more than twenty (1020) Business Days days after the making of the requestoffer. If one or more of the Second Priority Debt Lien Secured Parties exercise accept such purchase rightoffer, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative First Lien Collateral Agent and the Second Priority RepresentativeTrustee, subject and all costs and expenses of closing any such purchase (including the costs and expenses relating to any consent rights the preparation of the Borrowers under aforementioned documentation, including reasonable fees and expenses of counsel to the First Lien Credit Agreement Secured Parties) shall be paid by the Second Lien Secured Parties as a condition precedent to the closing of any such purchase. If no Second Lien Secured Party or Parties accept such offer within the period set forth above, or any applicable Senior Debt Document. If none such Second Lien Secured Party that accepts such offer fails to close the purchase of the Second Priority Debt Parties exercise such rightFirst Lien Claims within the time frame provided for above, the Senior First Lien Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event 19 and may take any further actions in their sole discretion in accordance with the Senior Debt First Lien Loan Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) Without limiting the rights of the holders of Secured Revolving Obligations under Sections 9.24 and 9.25, the holders of Secured Revolving Obligations agree that at any time following (i) acceleration of the Senior Obligations in accordance with the terms of the Credit this Agreement Loan Documents or (bii) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties holders of U.S. Term Obligations may requestrequest within 60 days after the first date on which a Purchase Event occurs, and the Senior holders of Secured Parties Revolving Obligations hereby offer the Second Priority Debt Parties holders of U.S. Term Obligations the option, to purchase all, but not less than allall (except as expressly set forth in paragraph (b) of this Section 9.26), of the aggregate amount of outstanding Senior Secured Revolving Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment par (or at a price otherwise approved by 100% of the Senior Obligations and accrued and unpaid interest, fees, and expenses Revolving Lenders) without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the an Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)Assumption). If a holder of the U.S. Term Obligations (a “Purchasing Party”) intends to exercise such right is exercisedright, it shall deliver written notice to the parties Administrative Agent specifying the date on which the purchase shall endeavor to close promptly thereafter but in any event within ten (10) occur, which date shall be a Business Day not less than three Business Days nor more than 12 Business Day after receipt by the Administrative Agent of the requestsuch written notice. Such notice from a Purchasing Party shall be irrevocable. If one or more of the Second Priority Debt Parties exercise holders of U.S. Term Obligations exercises such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative Administrative Agent and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Documentsuch holder(s). If none of the Second Priority Debt Parties exercise holders of U.S. Term Obligations exercises such rightright within 60 days after the first date on which a Purchase Event occurs, the Senior holders of Secured Parties Revolving Obligations shall have no further obligations pursuant to this Section 5.07 9.26 for such Purchase Event and may take any further actions in their sole discretion in accordance with this Agreement and the Senior Debt Documents and this Agreementother Loan Documents.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Banking Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Designated Senior Representative and the Designated Second Priority Representative, subject to any consent rights of the Borrowers Borrower under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ Parties remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the First Lien Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Junior Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Junior Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, interest and fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)Assumption). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Junior Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Junior Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Junior Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured PartiesPriority Claimholders’ remedies, the Senior Secured Parties Priority Claimholders agree that within five (5) Business Days following (a) the acceleration occurrence of a Purchase Event, the Senior Obligations Priority Collateral Agent shall inform the Junior 22 Priority Collateral Agent thereof in accordance with the terms of the Credit Agreement Loan Documents or writing (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase EventNotice”)) and, within thirty forty-five (3045) days following receipt of such Purchase Notice by the Purchase EventJunior Priority Collateral Agent, one or more of the Second Junior Priority Debt Parties Claimholders may request, and the Senior Secured Parties Priority Claimholders hereby offer the Second Junior Priority Debt Parties Claimholders the option, to purchase all, but not less than all, of the aggregate amount of outstanding Priming Senior Priority Obligations (other than any Priming Senior Priority Obligations in respect of Secured Bank Product Obligations, which shall not be subject to the purchase right hereunder) outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the such Priming Senior Priority Obligations and accrued and unpaid interest, fees, and expenses expenses, without warranty or representation (other than customary warranties and representations by the Senior Priority Claimholders with respect to (i) the principal of and accrued and unpaid interest on the Priming Senior Priority Obligations subject to the purchase right, and the fees and expenses owing with respect thereto, (ii) ownership of such Priming Senior Priority Obligations free and clear of all Liens and (iii) full right and power to assign such Priming Senior Priority Obligations and that such assignment has been duly authorized by all necessary action by such Senior Priority Claimholder) or recourse (except for representations other than in respect of any breach of the foregoing warranties and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)representations). If such right option is timely exercised, the parties shall endeavor to close promptly thereafter but in any event within ten thirty (1030) Business Days days of the request. If one or more of the Second Junior Priority Debt Parties Claimholders exercise such purchase right, it the documentation relating thereto shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative Priority Collateral Agent and the Second Junior Priority RepresentativeCollateral Agent. Following the exercise of such right and the consummation of such assignment, subject any Priming Senior Priority Obligations in respect of Secured Bank Product Obligations shall retain the priority afforded by this Agreement, and no amendment, modification or waiver of any Senior Priority Document that is adverse to the priority afforded by this Agreement to such Secured Bank Product Obligations shall be effective, as to any Senior Priority Claimholder holding such Secured Bank Product Obligations, without the written consent rights of the Borrowers under the First Lien Credit Agreement or any applicable such Senior Debt DocumentPriority Claimholder. If none of the Second Junior Priority Debt Parties Claimholders timely exercise such right, the Senior Secured Parties Priority Claimholders shall have no further obligations pursuant to this Section 5.07 5.6 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Priority Documents and this Agreement. Section 6.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ Parties remedies, the Senior Secured Parties agree that following (a) the acceleration of the all Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Junior Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Junior Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium premium, if any, that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses expenses, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Senior Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Junior Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Junior Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Junior Priority Debt Parties exercise such rightright within thirty (30) days of such Purchase Event, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the Senior Secured Parties2024 First Lien Claimholders’ remediesremedies under the 2024 First Lien Loan Documents, this Agreement, at law or in equity or otherwise, the Senior Secured Parties 2024 First Lien Claimholders agree that at any time following the first to occur of (a1) the commencement of any Insolvency or Liquidation Proceeding, (2) the acceleration of the Senior 2024 First Lien Obligations or taking of any Enforcement Action, (3) a payment default with respect to any 2024 First Lien Obligations that has not been cured or waived within 60 days after the occurrence thereof or (4) delivery of an Enforcement Notice, the Second Lien Claimholders will have the option to purchase, and the 2024 First Lien Claimholders shall be obligated to sell on the date provided in accordance with the terms notice to 2024 First Lien Claimholders of the Credit Agreement Loan Documents or exercise of such purchase option by the Second Lien Claimholders (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Proposed Purchase EventDate”), within thirty the entire aggregate amount (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount entirety) of outstanding Senior 2024 First Lien Obligations outstanding (but specifically excluding any Excess First Lien Obligations on or prior to the Proposed Purchase Date) at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses Purchase Price without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to as provided in Section 5.7(d), on a pro rata basis among the Assignment and Assumption (as such term is defined in the 2024 First Lien Credit Agreement)). If Claimholders, which option may be exercised by less than all of the Second Lien Claimholders so long as all the accepting Second Lien Claimholders shall when taken together purchase such right is exercised, entire aggregate amount as set forth above; provided that (A) the parties shall endeavor to close promptly thereafter but in any event within Proposed Purchase Date must be no later than ten (10) Business Days of after the request. If one or more of date upon which any Second Lien Claimholder provides notice to the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative, subject to any consent rights of the Borrowers under the 2024 First Lien Credit Agreement or Claimholders of its intent to exercise the purchase right contemplated hereby, (B) if any applicable Senior Debt Document. If none of Second Lien Claimholder fails to purchase the Second Priority Debt Parties exercise such right, 2024 First Lien Obligations on the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Proposed Purchase Event and may take any further actions in their sole discretion Date in accordance with the Senior Debt Documents provisions of this Section 5.7, such Second Lien Claimholder and its Affiliates shall no longer have the right to exercise a purchase right under this AgreementSection 5.7 and (C) prior to the Proposed Purchase Date the 2024 First Lien Claimholders may exercise any Equity Rights in accordance with the 2024 First Lien Loan Documents.

Purchase Right. (a) Without prejudice to the enforcement of the Senior Secured Parties’ remediesremedies in accordance with the Senior Debt Documents and this Agreement, the Senior Secured Parties agree that following (ai) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Debt Documents or (bii) the commencement of an Insolvency or Liquidation Proceeding by any Grantor (each, a “Purchase Event”), within thirty sixty (3060) days of the Purchase Event, one or more of the Second Priority Debt Junior Secured Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties Junior Secured Parties, the option, option to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption Acceptance (as such term is defined in the First Lien Senior Credit Agreement)). If such purchase right is timely exercised, the parties shall endeavor to close promptly thereafter but in any event within ten twenty-five (1025) Business Days days of the request. If one or more of the Second Priority Debt Junior Secured Parties exercise timely exercises such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative Representatives and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentJunior Representatives. If none of the Second Priority Debt Junior Secured Parties exercise timely exercises such purchase right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ Parties remedies, the Senior Secured Parties agree that following (a) the acceleration of the all Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Junior Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Junior Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, fees and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Junior Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Junior Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Junior Priority Debt Parties timely exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the First Lien Credit Agreement Loan Documents Agreement, or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”)) with respect to the Borrower, within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the applicable Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at parpar (including by providing cash collateralization of 105% of the aggregate amount of outstanding L/C Obligations), plus any premium or penalty that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses expenses, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative, subject to any consent rights . If more than one Second Priority Debt Party has exercised such purchase right and the aggregate amount of all purchase right exercises exceeds the amount of the Borrowers under Senior Obligations, the First Lien Credit Agreement or any applicable Senior amount with respect to which each exercising Second Priority Debt DocumentParty shall be deemed to have exercised its purchase right shall be reduced on a ratable basis according to the amounts of the original exercises of such purchase right by each such Second Priority Debt Party. If none of the Second Priority Debt Parties timely exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remediesremedies in accordance with the Senior Debt Documents and this Agreement, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding by any Centertainment Group Grantor (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Junior Secured Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties Junior Secured Parties, the option, option to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders or holders pursuant to customary forms of assignment and assumption under the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)applicable Senior Debt Documents). If such purchase right is timely exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Junior Secured Parties exercise timely exercises such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative Representatives and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentJunior Representatives. If none of the Second Priority Debt Junior Secured Parties exercise timely exercises such purchase right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) at any time prior to the acceleration occurrence of a Specified Event of Default under the Senior Obligations in accordance with the terms of the Credit Agreement Loan Debt Documents or and (b) on a one-time only basis following a Specified Event of Default under the commencement of an Insolvency or Liquidation Proceeding Senior Debt Documents (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Junior Secured Parties may requestrequest in their sole discretion, and the Senior Secured Parties hereby offer the Second Priority Debt Junior Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, par plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Senior Credit Agreement)) (the “Purchase Right”). Solely in the case of clause (b) above, the Purchase Right must be exercised within 15 calendar days after the later of (i) the occurrence of such Specified Event of Default and (ii) except with respect to a Specified Event of Default pursuant to clauses (h) or (i) of Article VII of the Senior Credit Agreement, the date of receipt by the Junior Representative of written notice from the Senior Representative notifying the Junior Representative of the occurrence of such Specified Event of Default; it being understood that if the Purchase Right has not been exercised by the date that is the end of such period, the Purchase Right shall immediately expire and shall no longer apply, including upon the occurrence of any subsequent Specified Event of Default. If such right the Purchase Right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Junior Secured Parties exercise exercises such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Designated Senior Representative and the Second Priority RepresentativeJunior Representatives, subject to it being understood that such documentation shall provide for the survival, on a first-lien secured basis, of any consent rights of the Borrowers contingent and non-accrued indemnification and other obligations under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents that are expressly stated to survive the termination of such Senior Debt Documents and this Agreementthat relate to acts or omissions occurring prior to or in connection with such purchase.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ Parties remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the First Lien Credit Agreement, (b) a payment default under the Credit Agreement Loan Documents that has not been cured or waived by the Senior Secured Parties within sixty (60) days of the occurrence thereof or (bc) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, interest and fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior The Priority Bank Debt Secured Parties agree that following at any time that an Act of Instructing Debtholders or any action by the Required Priority Debtholders is required or requested to be given hereunder and there is disagreement between the Revolver Agent and the applicable Priority Debt Representative as to the instruction to be given or the action to be taken, the Priority Bank Debt Secured Parties will offer the Other Priority Lien Secured Parties (aby delivery of a notice of such offer to the Other Priority Debt Representatives) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, option to purchase all, but not less than all, of the entire aggregate amount of outstanding Senior Priority Bank Debt Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of (including unfunded commitments under the Senior Obligations and Credit Agreement) at par plus accrued and unpaid interestinterest (without regard to any prepayment penalty or premium), fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as recourse, on a pro rata basis across Priority Bank Debt Secured Parties. The Other Priority Lien Secured Parties shall irrevocably accept or reject such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event offer within ten (10) Business Days of the requestreceipt by the Other Priority Debt Representatives thereof and the parties shall endeavor to close promptly thereafter. If one or more of the Second any Other Priority Debt Lien Secured Parties exercise accept such purchase rightoffer, it shall be exercised pursuant to one or more Par/Near Par Trade Confirmations published by The Loan Syndications and Trading Association, Inc. or other documentation mutually acceptable to each of the Senior Representative Revolver Agent and the Second Priority Representative, subject Debt Representative with respect to any consent rights of the Borrowers under the First accepting Other Priority Lien Credit Agreement or any applicable Senior Debt DocumentSecured Parties. If none of the Second Other Priority Debt Lien Secured Parties exercise reject such rightoffer (or do not so irrevocably accept such offer within the required timeframe), the Senior Priority Bank Debt Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement2.4.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ ' remedies, the Senior Secured Parties agree that following (a) the acceleration of the all Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding that constitutes an event of default under any Senior Debt Document (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, interest and fees, and expenses plus cash collateral equal to 101% of the face amount of any outstanding Letters of Credit, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). Any Second Priority Debt Parties electing to purchase such Senior Obligations pursuant to this Section 5.07 shall exercise such right by delivering irrevocable written notice within such thirty (30)-day period, which notice shall set forth the date on which such purchase shall occur (the “Purchase Date”) and shall irrevocably obligate such Second Priority Debt Parties to make such purchase not later than such Purchase Date (which shall be no later than ten (10) Business Days of the date such Second Priority Debt Parties execute such election). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the requestwritten notice to the Designated Senior Representative pursuant to which such right is exercised. All Second Priority Debt Parties shall have the opportunity to exercise such purchase right, on a ratable basis according to the amount of Second Priority Obligations held by such Second Priority Debt Parties which make such election, and if some Second Priority Debt Parties elect to make such purchase on less than a ratable basis, other Second Priority Debt Parties may purchase such excess in a proportionate manner among such other Second Priority Debt Parties; provided that no Senior Obligations may be purchased unless all Senior Obligations are purchased. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the such purchasing Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentParties. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) Upon the acceleration of the Senior Obligations in accordance with the terms maturity of the Credit Agreement Loan Documents or (b) First Priority Obligations by the commencement of an Insolvency or Liquidation Proceeding (eachFirst Priority Representative, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer will have the right, exercisable during the period of time (and only during the period of time) not to exceed 10 business days after such acceleration and demand and written notice thereof has been given by the First Priority Representative to the Second Priority Debt Parties Representative or by the optionSecond Priority Representative to the First Priority Representative, to (a) purchase in cash (payable in immediately available funds) from the First Priority Secured Parties all, but not less than all, of the First Priority Obligations at the purchase price equal to the sum of (i) the aggregate principal amount of all outstanding First Priority Obligations, plus (ii) the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and all accrued and unpaid interestinterest thereon, plus (iii) the amount of all prepayment penalties payable with respect thereto, plus (iv) the aggregate amount of all fees, and costs, expenses without warranty or representation other amounts payable or recourse (except for representations and warranties required to be made by assigning lenders reimbursable pursuant to the Assignment First Priority Documents (other than Unasserted Contingent Obligations), (b) replace (and Assumption (as such term is defined in thereby cancel) all letters of credit issued and outstanding under the First Lien Credit Agreement)). If such right is exercisedPriority Documents with letters of credit acceptable to the Borrower, the parties shall endeavor to close promptly thereafter but in any event within ten and (10c) Business Days assume all obligations of the requestFirst Priority Representative and the other First Priority Secured Parties under the First Priority Documents. If one or more of Such purchase, replacement and assumption shall be effectuated pursuant to agreements satisfactory in form and substance to the First Priority Representative; provided, however, that the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall will not have no further obligations any right pursuant to this Section 5.07 for 4.4 unless each of the matters referred to in clause (a), clause (b) and clause (c) preceding occurs within such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreementperiod.

Purchase Right. Without prejudice to the enforcement of the Senior Secured PartiesFirst Lien Claimholders’ remedies, the Senior Secured Parties First Lien Claimholders agree that at any time during the 60 day period following (a) the acceleration of the Senior First Lien Obligations in accordance with the terms of the First Lien Credit Agreement, (b) a payment default under the First Lien Credit Agreement Loan Documents that has not been cured or waived by the First Lien Claimholders within sixty (60) days of the occurrence thereof, (c) the commencement of any Enforcement Action by the First Lien Claimholder against all or a material portion of the Collateral following an event of default under the First Lien Credit Agreement, or (bd) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties Lien Claimholders may request, and the Senior Secured Parties First Lien Claimholders hereby offer the Second Priority Debt Parties Lien Claimholders the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior First Lien Obligations outstanding at the time of purchase at parpar (excluding any prepayment or similar yield maintenance provisions), plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption Agreement (as such term is defined in the First Lien Credit Agreement)). If such right is exercisedexercised within the aforementioned 60 day period, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties Lien Claimholders exercise such purchase right, it such purchase shall be exercised pursuant to documentation mutually acceptable to each effectuated through the assignment provisions set forth in Section ___of the Senior Representative and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentAgreement. If none of the Second Priority Debt Parties Lien Claimholders exercise such right, the Senior Secured Parties First Lien Claimholders shall have no further obligations pursuant to this Section 5.07 5.7 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt First Lien Credit Documents and this Agreement. For avoidance of doubt, prior to the consummation of any such assignment of the First Lien Obligations as contemplated hereunder, the First Lien Claimholders shall not be restricted from taking any Enforcement Action or other action otherwise available to them in accordance with the First Lien Credit Documents and applicable law.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, rights and remedies of the Senior First Priority Representative or the First Priority Secured Parties agree that following with respect to the Common Collateral, within five Business Days after (a) the acceleration of all of the Senior Credit Agreement Obligations in accordance with the terms of the Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (eachwith respect to any Loan Party, a “Purchase Event”)the Credit Agreement Representative, within thirty (30) days on behalf of the Purchase EventCredit Agreement Lenders, one or more of shall offer to the Second Priority Debt Parties may request, and Creditors in writing the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, option to purchase allfrom the Credit Agreement Lenders without recourse, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse warranty (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption in the form attached to the Credit Agreement as of the date hereof) all, but not less than all, of the Credit Agreement Obligations outstanding at the time of such purchase (including any unfunded commitments under the Credit Agreement and all obligations in respect of letters of credit) and all other rights, obligations and claims of the Credit Agreement Lenders (each of the Credit Agreement Lenders so agreeing by its acceptance of the benefits of the Credit Agreement), and, upon any such purchase, such Second Priority Creditors shall assume and the Credit Agreement Lenders shall be relieved of their commitments and other obligations under the Credit Agreement (including, without limitation, any obligation to make loans and any obligation to participate in letters of credit), at par plus accrued and unpaid interest, fees, expenses, penalties, premiums including the Repayment Premium (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, breakage costs, the parties net amount owing to First Priority Qualified Counterparties in respect of Hedging Obligations, the amount owing to First Priority Qualified Counterparties in respect of Cash Management Obligations, and any other amounts constituting First Priority Obligations (including any unpaid amounts payable to the Credit Agreement Representative or any other agent acting under the Credit Agreement and associated documents, which amounts shall endeavor be paid directly to close promptly thereafter but in any event within ten (10) Business Days of the requestsuch parties). If one or more of the Second Priority Debt Parties Creditors choose to exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each they must irrevocably notify the Credit Agreement Representative thereof within 10 days after the receipt of the Senior Representative offer notice delivered by the Credit Agreement Representative, and the Second Priority Representativeparties shall endeavor to close promptly thereafter, subject to and in any consent rights event within 10 Business Days following notice of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none exercise of the Second Priority Debt Parties Creditors’ purchase right. If any of the Second Priority Creditors chooses to exercise such right, then contemporaneously with such purchase pursuant thereto, any of the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and providers of DIP Financing that are also Credit Agreement Lenders (the “DIP Credit Agreement Lenders”) may take any further actions in each of their sole discretion require such Second Priority Creditor to purchase, without recourse, representation or warranty all, but not less than all, of its DIP Financing Obligations outstanding at the time of such purchase (including any unfunded commitments under the DIP Financing and all obligations in accordance with respect of letters of credit) and all of its other rights, obligations and claims in respect of the Senior Debt Documents DIP Financing and, upon any such purchase, such Second Priority Creditors shall assume and this Agreementthe applicable DIP Credit Agreement Lenders shall be relieved of their commitments and other obligations under the DIP Financing (including, without limitation, any obligation to make loans and any obligation to participate in letters of credit), at par plus accrued and unpaid interest, fees, expenses, penalties, premiums, breakage costs, the net amount owing pursuant to secured hedging obligations, the amount owing pursuant to secured cash management, depositary, treasury management and similar obligations, and any other amounts constituting DIP Financing Obligations. No DIP Credit Agreement Lender shall have any obligation to sell its DIP Financing Obligations.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the an acceleration of the Senior Secured Obligations in accordance with the terms of the Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (eachSenior Secured Obligation Documents, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby will offer the Second Priority Debt Subordinated Secured Parties the option, option to purchase all, the entire aggregate amount of (but not less than all, of the aggregate entire amount of of) outstanding Senior Secured Obligations outstanding at the time of purchase at par, par plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interestinterest (but without regard to any prepayment penalty or premiums), feesdue and payable to the Senior Secured Parties under the Senior Secured Obligation Documents, and expenses without warranty or representation or recourse (except for representations recourse, on a pro rata basis across the Senior Secured Parties. The Subordinated Secured Parties shall irrevocably accept or reject such offer within 10 Business Days of the receipt thereof and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor use their reasonable commercial efforts to close promptly thereafter but (and, in any event event, shall close within ten (10) 30 Business Days of the requestreceipt thereof unless otherwise agreed to by the Secured Obligation Representative for the Senior Secured Parties). If one or more of the Second Priority Debt Subordinated Secured Parties exercise accept such purchase rightoffer, it shall be exercised pursuant to documentation mutually acceptable to each of the Secured Obligation Representative for the Senior Representative Secured Parties and the Second Priority Representative, subject to any consent rights of Secured Obligation Representative for the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentSubordinated Secured Parties. If none of the Second Priority Debt Subordinated Secured Parties exercise reject such rightoffer (or do not so irrevocably accept such offer within the required timeframe), the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event 7.9 and may take any further actions in their sole discretion in accordance with the Senior Debt Secured Obligation Documents and this Agreement.

Purchase Right. (a) Without prejudice to the enforcement of the Senior First Priority Secured Parties’ remedies, the Senior First Priority Secured Parties agree that following upon (a) the acceleration of the Senior First Priority Obligations in accordance with the terms of the Credit Agreement Loan Documents or First Priority Agreement, (b) the commencement of an Insolvency Proceeding with respect to any US Loan Party or Liquidation Proceeding (c) written notice from First Priority Representative to Second Priority Representative of the First Priority Representative’s intent to commence any foreclosure action against any Common Collateral (it being understood that the exercise of cash dominion shall not constitute a foreclosure action), which First Priority Representative shall provide to Second Priority Representative prior to commencement of such foreclosure action (each, a “Purchase Event”), any one or more of the Second Priority Secured Parties (acting in their individual capacity or through one or more affiliates) shall have the right, but not the obligation, within thirty (30) days of the Purchase Event, one or more of Event to deliver an irrevocable written election (the Second “Purchase Notice”) to First Priority Debt Parties may request, and Representative to acquire from the Senior First Priority Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, all (but not less than all, ) of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at parright, plus any premium that would be applicable upon prepayment title, and interest of the Senior Obligations First Priority Secured Parties in and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment First Priority Obligations (excluding bank product obligations, letter of credit obligations and Assumption (as such term is defined in the contingent indemnification obligations and Excess First Lien Credit AgreementObligations (such amounts not subject to the purchase right set forth herein, the “Retained First Lien Obligations”)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Secured Parties exercise exercises such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior First Priority Representative and the Second Priority Representative, subject to any consent . If more than one Second Priority Secured Party has exercised such purchase right and the aggregate amount of all purchase rights exercised exceeds the amount of the Borrowers under the First Priority Obligations (other than any Excess First Lien Credit Agreement or any applicable Senior Debt DocumentObligations), the amount with respect to which each exercising Second Priority Secured Party shall be deemed to have exercised its purchase right shall be reduced on a ratable basis according to the amounts of the original exercises of such purchase right by each such Second Priority Secured Party. If none of the Second Priority Debt Secured Parties exercise such righttimely delivers the Purchase Notice, the Senior First Priority Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event 4.4 and may take any further actions in their sole discretion in accordance with the Senior Debt First Priority Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by the Credit Agreement Secured Parties which are assigning lenders pursuant to the Assignment and Assumption Acceptance (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the applicable Second Priority RepresentativeRepresentatives, subject to any consent rights of the Borrowers Borrower under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties timely exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 5.7 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Eventat any time, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative, subject to any consent rights of the Borrowers Borrower under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event purchase event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty ten (3010) days Business Days of the Purchase Event, one or more of the Second Priority Debt Junior Secured Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Junior Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any cash collateral for any potential indemnification or other contingent obligations as may be reasonably requested by the Required Lenders (as defined in the Senior Credit Agreement) or the Senior Representative plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the First Lien Senior Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Junior Secured Parties exercise exercises such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Designated Senior Representative and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentJunior Representatives. If none of the Second Priority Debt Junior Secured Parties exercise timely exercises such purchase right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the remedies by or at the direction of the Senior Secured Parties’ remediesLenders, the Senior Secured Parties Lenders agree that following at any time after (a) the acceleration of the Senior Obligations Loans in accordance with the terms of the Credit Agreement Loan Documents or this Agreement, (b) the commencement of a Bankruptcy Proceeding or (c) an Insolvency or Liquidation Proceeding Event of Default and the commencement of Enforcement Action in respect thereof (each, a “Purchase Event”), within thirty (30) 120 days of the such Purchase Event, one or more of the Second Priority Debt Parties Subordinate Lenders may request, and the Senior Secured Parties Lenders hereby offer the Second Priority Debt Parties Subordinate Lenders the option, to purchase all, but not less than all, of the aggregate amount of then outstanding Debt owing to the Senior Obligations outstanding at the time of purchase Lenders at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, interest and fees, and expenses in each case without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders Senior Lenders pursuant to the relevant Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). If such right is exercised, the parties shall endeavor to close such transaction promptly thereafter after the exercise but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised request pursuant to documentation mutually acceptable to each the assigning Senior Lenders and purchasing Subordinate Lenders. If Subordinate Lenders of different Facilities exercise such right, the Senior Representative and the Second Priority Representative, subject Subordinate Lenders ranking most senior in priority shall be entitled to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Documentexercise such right. If none of the Second Priority Debt Parties Subordinate Lenders exercise such right, the Senior Secured Parties Lenders shall have no further obligations pursuant to this Section 5.07 21.13 for such Purchase Event and may take any further actions action in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ First Lien Claimholders remedies, the Senior Secured Parties First Lien Claimholders agree that at any time following (a) the an acceleration of the Senior First Lien Obligations in accordance with the terms of the First Lien Credit Agreement Loan Documents or (b) Agreement, the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby First Lien Claimholders will offer the Second Priority Debt Parties Lien Claimholders the option, option to purchase all, but not less than all, of the entire aggregate amount of outstanding Senior First Lien Obligations at par plus a premium of (x) 5% at any time prior to the first anniversary of the date of this Agreement, (y) 3% at any time on or after the first anniversary of the date of the Agreement and prior to the second anniversary of the date of this Agreement, and (z) 2% at any time on or after the second anniversary of the date of this Agreement and prior to the third anniversary of the date of this Agreement, in each case of the aggregate principal amount of the loans outstanding under the First Lien Credit Agreement, in the case of all First Lien Obligations other than those outstanding under the Specified Hedge Agreements, and, in the case of all First Lien Obligations outstanding at under the time of purchase at parSpecified Hedge Agreements, plus any premium for an amount equal to the amount that would be applicable payable at such time by Parent, the Company or any Subsidiary Guarantor under the terms of each Specified Hedge Agreement upon prepayment the termination of each Specified Hedge Agreement in accordance with the Senior Obligations and accrued and unpaid interestterms thereof, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined in the recourse, on a pro rata basis across First Lien Credit Agreement))Claimholders. If The Second Lien Claimholders shall irrevocably accept or reject such right is exercised, offer within twenty (20) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the requestthereafter. If one or more of the Second Priority Debt Parties exercise Lien Claimholders accept such purchase rightoffer, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative First Lien Collateral Agent and the Second Priority RepresentativeLien Collateral Agent. If the Second Lien Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe), subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Parties exercise such right, the Senior Secured Parties Claimholders shall have no further obligations pursuant to this Section 5.07 for such Purchase Event 5.6 and may take any further actions in their sole discretion in accordance with the Senior Debt First Lien Loan Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Priority Secured Parties’ remedies, the Senior Priority Secured Parties agree that at any time following the first to occur of (ax) the acceleration of the Senior Priority Obligations in accordance with the terms of the Credit Agreement Loan Senior Priority Debt Documents or and (by) the commencement of an Insolvency a proceeding under the Bankruptcy Code or Liquidation Proceeding any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against any Grantor (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Secured Parties may requestmay, by written notice delivered to each Senior Priority Representative within 30 days after the first date on which a Purchase Event occurs, require the Senior Priority Secured Parties to transfer, assign and/or sell, and the Senior Priority Secured Parties hereby offer the Second Priority Debt Secured Parties the optionoption to purchase, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Priority Obligations outstanding at the time of purchase at par(a) in the case of Senior Priority Obligations other than Senior Priority Obligations arising under Swap Contracts or under Cash Management Agreements, plus par (including any premium that would be (to the extent then payable) set forth in the First Lien Credit Agreement or other applicable upon prepayment Senior Priority Debt Document, accrued interest and fees (to the extent not allocable to Excess Senior Priority Obligations)), (b) in the case of Senior Priority Obligations arising under a Swap Contract, an amount equal to the Senior Obligations greater of (i) all amounts payable by any Grantor under the terms of such Swap Contract in the event of a termination of such Swap Contract and accrued and unpaid interest(ii) the Swap Termination Value, feesin each case, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the an Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)), and (c) in the case of Senior Priority Obligations arising under a Cash Management Agreement, an amount equal to the Senior Cash Management Obligations, 37 without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to an Assignment and Assumption (as defined in the First Lien Credit Agreement)). In order to effectuate the foregoing, the Designated Senior Priority Representative shall calculate the amount in clause (a) above, within 5 Business Days after receiving a written request of any Second Priority Secured Party following the occurrence of a Purchase Event. If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) 10 Business Days of the request. If one or more of the Second Priority Debt Secured Parties exercise such purchase rightright (the “Purchasing Parties”), it shall be exercised pursuant to documentation mutually acceptable to each of the Designated Senior Priority Representative and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentPurchasing Parties. If none of the Second Priority Debt Secured Parties exercise such rightright within 30 days after the first date on which a Purchase Event occurs, the Senior Priority Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Priority Collateral Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior remedies of the First Priority Secured Parties’ remedies, the Senior First Priority Secured Parties agree that following at any time after (a) the acceleration of the Senior First Priority Obligations in accordance with the terms of the Credit Agreement Loan Documents or First Priority Documents, (b) the commencement of an Insolvency Proceeding or Liquidation Proceeding (c) an Event of Default under any First Priority Document and the commencement by the First Priority Representative of Enforcement Action in respect thereof (each, a “Purchase Event”), within thirty (30) 120 days of the such Purchase Event, one or more of the Second Priority Debt Secured Parties may request, and the Senior First Priority Secured Parties hereby offer the Second Priority Debt Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of then outstanding Senior First Priority Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior First Priority Obligations and accrued and unpaid interest, interest and fees, and expenses in each case without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the relevant Assignment and Assumption Acceptance (as such term is defined in the First Lien Term Loan Agreement and the Revolving Credit Agreement), as applicable). If such right is exercised, the parties shall endeavor to close such transaction promptly thereafter after the exercise but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised request pursuant to documentation mutually acceptable to each of the Senior Representative First Priority Agent and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentTerm Loan Agent. If none of the Second Priority Debt Secured Parties exercise such right, the Senior First Priority Secured Parties shall have no further obligations pursuant to this Section 5.07 5.12 for such Purchase Event and may take any further actions action in their sole discretion in accordance with the Senior Debt First Priority Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior First Lien Secured Parties’ ' remedies, the Senior First Lien Secured Parties agree that at any time during the 60-day period following (a) the acceleration of the Senior First Lien Obligations in accordance with the terms of the First Lien Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”"PURCHASE EVENT"), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Lien Secured Parties may request, and the Senior First Lien Secured Parties hereby offer the Second Priority Debt Lien Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior First Lien Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption Acceptance (as such term is defined in the First Lien Credit Agreement)). If such right is exercisedexercised within the aforementioned 60-day period, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Lien Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior First Lien Representative and the Second Priority Lien Representative. For the avoidance of doubt, subject to any consent rights none of the Borrowers under the First Second Lien Credit Agreement Secured Parties shall be obligated or "dragged along" to exercise such purchase right by reason of any applicable Senior Debt Documentother Second Lien Secured Party's exercise of such purchase right. If none of the Second Priority Debt Lien Secured Parties exercise such right, the Senior First Lien Secured Parties shall have no further obligations pursuant to this Section 5.07 3.05 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents First Lien Collateral Documents, the First Lien Credit Agreement and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remediesremedies in accordance with the Senior Debt Documents and this Agreement, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding by any Grantor (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Junior Secured Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties Junior Secured Parties, the option, option to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at parpar (including by providing cash collateralization of up to 103% of the aggregate amount of LC Exposure (as defined in the Senior Credit Agreement)), plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption Acceptance (as such term is defined in the First Lien Senior Credit Agreement)). If such purchase right is timely exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Junior Secured Parties exercise timely exercises such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative Representatives and the Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt DocumentJunior Representatives. If none of the Second Priority Debt Junior Secured Parties exercise timely exercises such purchase right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) the acceleration of the Senior Obligations in accordance with the terms of the Credit Agreement Loan Senior Debt Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Obligations outstanding at the time of purchase at par, plus any premium that would be applicable upon prepayment of the Senior Obligations and accrued and unpaid interest, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption Acceptance (as such term is defined in the First Lien Credit AgreementSecured Notes Indenture)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative, in each case at no cost or expense to the Grantors and subject to any consent rights of the Borrowers Company under the First Lien Credit Agreement Secured Notes Indenture or any applicable Senior Debt Document. If none of the Second Priority Debt Parties timely exercise such right, the Senior Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of the Senior Priority Secured Parties’ remedies, the Senior Priority Secured Parties agree that at any time following (a) the acceleration of the Senior Priority Obligations in accordance with the terms of the Credit Agreement Loan Senior Priority Debt Documents or (b) the commencement of an Insolvency a proceeding under the Bankruptcy Code or Liquidation Proceeding any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against any Grantor (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Secured Parties may requestrequest within 30 days after the first date on which a Purchase Event occurs, and the Senior Priority Secured Parties hereby offer the Second Priority Debt Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of outstanding Senior Priority Obligations outstanding at the time of purchase at par(a) in the case of Senior Priority Obligations other than Senior Priority Obligations arising under Swap Contracts or in connection with undrawn letters of credit or bank guarantees, plus par (including any premium that would be set forth in the First Lien Credit Agreement or other applicable upon prepayment of the Senior Obligations Priority Debt Document, interest and accrued and unpaid interest, fees), and expenses (b) in the case of Senior Priority Obligations arising under a Swap Contract, an amount equal to the greater of (i) all amounts payable by any Grantor under the terms of such Swap Contract in the event of a termination of such Swap Contract and (ii) the Swap Termination Value, in each case, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the an Assignment and Assumption (as such term is defined in the First Lien Credit Agreement)). In the case of any Senior Priority Obligations in respect of letters of credit and bank guarantees (including reimbursement obligations in connection therewith), simultaneous with the purchase of the other Senior Priority Obligations, the purchasing Second Priority Secured Parties shall provide Senior Priority Secured Parties who issued such letters of credit or such bank guarantees cash collateral in such amounts (not to exceed 103% thereof) as such Senior Priority Secured Parties determine is reasonably necessary to secure such Senior Priority Secured Parties in connection with any outstanding and undrawn letters of credit and bank guarantees. If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (10) 10 Business Days of the request. If one or more of the Second Priority Debt Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the Designated Senior Priority Representative and the Designated Second Priority Representative, subject to any consent rights of the Borrowers under the First Lien Credit Agreement or any applicable Senior Debt Document. If none of the Second Priority Debt Secured Parties exercise such rightright within 30 days after the first date on which a Purchase Event occurs, the Senior Priority Secured Parties shall have no further obligations pursuant to this Section 5.07 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Priority Collateral Documents and this Agreement.

Purchase Right. Without prejudice to the enforcement of any remedies under the Senior Secured Parties’ remediesLoan Agreement Documents, the Senior Secured Parties Agent and Loan Agreement Creditors agree that following (a) if a Purchase Event occurs, the acceleration of Loan Agreement Creditors will permit GM or GM’s designee to purchase, as provided in this Section 5, the Senior Obligations in accordance with the terms of the Credit Agreement Loan Documents or (b) the commencement of an Insolvency or Liquidation Proceeding (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Priority Debt Parties may request, and the Senior Secured Parties hereby offer the Second Priority Debt Parties the option, to purchase all, but not less than all, of the entire aggregate amount of outstanding Senior Loan Agreement Obligations outstanding at (including unfunded commitments to extend credit under the time of purchase Loan Agreement) at par, plus plus, to the extent not included in the definition of Loan Agreement Obligations (x) accrued interest, fees and expenses (excluding any premium that would be applicable upon acceleration prepayment penalties or premiums) and (y) the provision of cash collateral in an amount equal to the undrawn amount of all outstanding letters of credit and similar instruments issued under the Loan Agreement and the prepayment of the Senior Obligations letter of credit or similar fees to accrue through expiration on all such letters of credit and accrued and unpaid interestsimilar instruments, fees, and expenses without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption (as such term is defined an assignment agreement substantially in the First Lien Credit form used to assign interests to Loan Agreement creditors under the Loan Agreement Documents (an “Assignment Agreement)”) and a warranty of title as to Loan Agreement Obligations being purchased). If such right is exercisedGM elects to purchase the Loan Agreement Obligations, GM must deliver a notice (a “Purchase Notice”) to the parties shall endeavor Agent during the Exercise Period (as defined below), which Purchase Notice will (i) be signed by GM or its designee offering to close promptly thereafter but in any event within ten (10) Business Days of the request. If one or more of the Second Priority Debt Parties exercise make such purchase right(the “Purchasing Creditors”) and, if such purchase is to be made by GM’s designee, shall include an unconditional guarantee by GM of such designee’s obligation to make such purchase and (ii) state that (A) it shall be exercised is a Purchase Notice delivered pursuant to documentation mutually acceptable Section 5 of this Agreement, (B) the Purchasing Creditor is irrevocably offering to each purchase all of the Senior Representative Obligations at the purchase price in accordance with this Section 5, and (C) the Second Priority Representativedate on which such purchase occurs (the “Purchase Date”), subject to any consent rights which date must not be less than 5 Business Days, nor more than 30 days after the Agent’s receipt of the Borrowers under Purchase Notice. The right to purchase the First Lien Credit Loan Agreement Obligations as described in this Section 5 may be exercised by giving the Purchase Notice at any time during the period commencing on the occurrence of a Purchase Event and ending on the 60th day thereafter or, if earlier, the date that the occurrence giving rise to the Purchase Event is waived, cured or any applicable Senior Debt Documentotherwise ceases to exist (the “Exercise Period”). The purchase and sale of the Loan Agreement Obligations will be made pursuant to an Assignment Agreement. If none GM or its designee elects not to exercise its purchase right under this Section 5 (or does not so irrevocably provide notice of such exercise within the Exercise Period or close the purchase prior to fifteen days after the expiry of the Second Priority Debt Parties exercise Exercise Period, unless such rightfailure is to due solely to breach by the Agent or Loan Agreement Creditors of this Agreement), the Senior Secured Parties shall Loan Agreement Creditors will have no further obligations pursuant to this Section 5.07 5, but without prejudice to any claims of the Loan Agreement Creditors against GM and any other Purchasing Creditors for such Purchase Event and may take any further actions in their sole discretion in accordance with the Senior Debt Documents and this Agreementfailure to perform.