Common use of Purchase Right Clause in Contracts

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, the First Lien Claimholders will offer each Second Lien Claimholder the option to purchase at par the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, Each Senior Representative agrees that at any time following it will give the Designated Second Priority Representative written notice (the “Enforcement Notice”) within five (5) Business Days after the commencement by such Senior Representative of (i) an acceleration of all the First Lien Obligations in accordance any Enforcement Action with the terms of the First Lien Financing Documents respect to Shared Collateral or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as such Senior Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to vacate any Obligorstay of enforcement rights (other than any stay imposed under Section 362 of the Bankruptcy Code or any similar stay under any similar Bankruptcy Law) of its Senior Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Actions identified in such notice). Following the First Lien Claimholders will offer commencement of an Enforcement Action or the institution of any Insolvency Proceeding by any Senior Representative, any Second Priority Debt Party shall have the option, by irrevocable written notice (the “Purchase Notice”) delivered by the Designated Second Priority Representative to each Senior Representative no later than ten (10) Business Days after receipt by the Designated Second Lien Claimholder Priority Representative of the Enforcement Notice, to purchase all, but not less than all, of the Senior Obligations from the Senior Secured Parties. In the case of a voluntary Insolvency or Liquidation Proceeding commenced by any Grantor, or an involuntary Insolvency or Liquidation Proceeding commenced by any party other than a Senior Representative, no Enforcement Notice need be provided and the Designated Second Priority Representative shall have the option to purchase at par the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at deliver the Purchase Price Notice within ten (together with 10) Business Days from the deposit commencement of cash collateral such Insolvency or Liquidation Proceeding. If the Designated Second Priority Representative so delivers the Purchase Notice, each Senior Representative shall terminate any existing Enforcement Actions and shall not take any further Enforcement Actions; provided that the Purchase (as set forth defined below), without warranty or representation or recourse except as provided in Section 5.7(c), ) shall have been consummated on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included Business Day specified in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of CreditPurchase Notice in accordance with Section 5.07(b), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear.

Purchase Right. (a) Without prejudice to the enforcement of any remedy of the First Lien Claimholder’s rights or remedies under this AgreementPriority Creditors, so long as a Triggering Event has occurred and is continuing, any other First Lien Financing Documentsof the Second Priority Creditors may, at law or 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 equity or otherwisethis Section 5.7, each First Lien shall be irrevocable and may only be given by the Second Priority Creditors on one occasion, the “Second Priority Purchase Notice”) to the Borrowers, the Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) an acceleration of all the First Lien Obligations in accordance with Priority Agent and the terms of Second Priority Agent, require the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect Priority Creditors to any Obligor, the First Lien Claimholders will offer each transfer and assign to such Second Lien Claimholder the option to purchase at par the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below)Priority Creditors, without warranty or representation or recourse except as provided in Section 5.7(c)recourse, on a pro rata basis among all (but not less than all) of the First Lien Claimholders. The “Purchase Price” will equal the sum of: Priority Obligations; provided that (1x) the principal 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 all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including outstanding under the First Lien Letters of Credit)Priority Credit Agreement, but excluding an amount in cash equal to the undrawn amount of then outstanding letters of credit (including required to be cash collateralized pursuant to the undrawn amount of then outstanding First Lien Letters of Credit), Priority Documents plus all accrued and unpaid interest thereon plus all accrued and unpaid fees (including Post-Petition Interest) thereon through the date of purchase and other than any prepayment penalties or premiums that would be applicable upon prepayment other than customary Eurodollar breakage costs (the “First Priority Termination Fees”)) (such amount, the “First Priority Purchase Price”). If 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 10 Business Days of the notice (or the First Lien Priority Creditors shall no longer be required to transfer any such First Priority Obligations), (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing such purchase of the First Lien Secured Hedging Priority Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing shall be exercised pursuant to the counterparties as a result documentation mutually acceptable to each of the termination (or early termination) thereofFirst Priority Agent and such Second Priority Creditors, and (3) all accrued and unpaid fees, expenses and other amounts owed such First Priority Obligations shall be purchased pro rata among the Second Priority Creditors giving notice to the First Lien Claimholders under Second Priority Agent of their intent to exercise the First Lien Documents purchase option hereunder according to such Second Priority Creditors’ portion of the Second Priority Obligations outstanding on the date of purchase. The In order to effectuate the foregoing, the First Priority Agent shall 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 Price Notice, the Second Priority Creditors shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant liable to the First Lien Financing Documents Priority Creditors for any losses or damages, including fees and (y) the aggregate facing disbursements to counsel, incurred by them by reason of such failure to purchase and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity)pay. It is understood that the obligations of each First Priority Lender and agreed that (i) at the time any facing each Second Priority Lender are several and not joint, and no First Priority Lender or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), Second Priority Lender shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all responsible for any default by any other First Lien Letters of Credit have been cancelled, expired or been fully drawnPriority Lender and/or any Second Priority Lender, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with of its obligations under the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to Priority Credit Agreement and/or the respective purchaser or purchasers, as their interests appearSecond Priority Credit Agreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or Super Senior Claimholders’ remedies under the Super Senior Securities Purchase Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that the Super Senior Claimholders agree at any time following the first to occur of (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii1) the commencement of any Insolvency or Liquidation Proceeding Proceeding, (2) the acceleration of the Super Senior Obligations or taking of any Enforcement Action, (3) a payment default with respect to any ObligorSuper Senior Obligations that has not been cured or waived within 60 days after the occurrence thereof or (4) delivery of an Enforcement Notice, the First Subordinated Lien Claimholders will offer each Second Lien Claimholder have the option to purchase, and the Super Senior Claimholders shall be obligated to sell on the date provided in the notice to Super Senior Claimholders of the exercise of such purchase at par option by the Subordinated Lien Claimholders (the “Proposed Purchase Date”), the entire aggregate amount (but not less than the entirety) of outstanding amount of the First Lien Super Senior Obligations (and but specifically excluding any Excess Super Senior Obligations on or prior to assume the entire amount of unfunded commitments under the First Lien Financing Documents), Proposed Purchase Date) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c5.7(d), on a pro rata basis among the First Super Senior Claimholders, which option may be exercised by less than all of the Subordinated Lien Claimholders. The “Purchase Price” will equal Claimholders so long as all the sum of: accepting Subordinated Lien Claimholders shall when taken together purchase such entire aggregate amount as set forth above; provided that (1A) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations Proposed Purchase Date must be no later than ten (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest10) thereon through Business Days after the date upon which any Subordinated Lien Claimholder provides notice to the Super Senior Claimholders of its intent to exercise the purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligationsright contemplated hereby, (2B) if any Subordinated Lien Claimholder fails to purchase the net aggregate amount then owing Super Senior Obligations on the Proposed Purchase Date in accordance with the provisions of this Section 5.7, such Subordinated Lien Claimholder and its Affiliates shall no longer have the right to counterparties exercise a purchase right under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations this Section 5.7 and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing (C) prior to the counterparties as a result of Proposed Purchase Date the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Super Senior Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral may exercise any Equity Rights in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit accordance with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearSuper Senior Securities Purchase Documents.

Purchase Right. (a) Without prejudice to the enforcement of any the ABL Secured Parties’ remedies, the ABL Secured Parties agree that following (a) the acceleration of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) an acceleration of all the First Lien ABL Obligations in accordance with the terms of the First Lien Financing ABL Debt Documents or (iib) the commencement of any an Insolvency or Liquidation Proceeding with respect to any Obligor(each, a “Purchase Event”), within thirty (30) days of the First Lien Claimholders will Purchase Event, one or more of the Term Priority Debt Parties may request, and the ABL Secured Parties hereby offer each Second Lien Claimholder the option Term Priority Debt Parties the option, to purchase at par all, but not less than all, of the entire aggregate outstanding amount of the First Lien outstanding ABL Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price time of purchase at (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1a) the principal amount of all loans, advances or similar extensions of credit included in the First Lien case of ABL Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien other than any ABL Cash Management Obligations or any ABL Hedging Agreement Obligations or in connection with undrawn Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit par (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and plus any prepayment penalties or premiums premium that would be applicable upon prepayment of the First Lien Obligations, ABL Obligations (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties including as a result of the termination (or early terminationoccurrence of any such Purchase Event) thereof, and (3) all accrued and unpaid feesinterest, expenses fees and other amounts owed expenses) and (b) in the case of ABL Cash Management Obligations or any ABL Hedging Agreement Obligations, an amount equal to the First Lien Claimholders greater of (i) all amounts payable by any Grantor under the First Lien Documents on terms of the date applicable ABL Cash Management Obligations or ABL Hedging Agreement Obligations in the event of purchase. The Purchase Price shall be accompanied a termination of the applicable documentation governing such ABL Cash Management Obligations or any ABL Hedging Agreement Obligations and (ii) the xxxx-to-market value of such ABL Hedging Agreement Obligations, as determined by delivery the counterparty to the Directing First Lien Collateral Agent Grantor thereunder with respect to such ABL Hedging Agreement Obligations, 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 an Assignment and Assumption (as defined in the ABL Credit Agreement)). In the case of any ABL Obligations in respect of Letters of Credit (including reimbursement obligations in connection therewith), simultaneously with the purchase of the other ABL Obligations, the purchasing Term Priority Debt Parties shall provide the ABL Secured Parties who issued such Letters of Credit cash collateral in immediately available funds, such amounts (not to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in exceed 105% thereof) as such amount as the Directing First Lien Collateral Agent determines ABL Secured Parties determine is reasonably necessary to secure the First Lien Claimholders such ABL Secured Parties in connection with any issued outstanding and outstanding First Lien undrawn Letters of Credit under Credit. If such right is exercised, the First Lien Financing Documents parties shall endeavor to close promptly thereafter but in any event not to exceed 105% shall close within ten (10) Business Days of the sum request. If one or more of the Term Priority Debt Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the ABL Credit Agreement Administrative Agent and the applicable Term Priority Representative, in each case, at no cost or expense of the Grantors or the ABL Secured Parties. If none of the Term Priority Debt Parties exercise such right within thirty (x30) days of such Purchase Event, the aggregate undrawn amount ABL 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 ABL Debt Documents and this Agreement. For the avoidance of doubt, such purchase shall not reduce or limit the benefits of the ABL Debt Documents in favor of any ABL Secured Party that expressly survive the assignment of all or any portion of the applicable ABL Obligations by such First Lien Letters ABL Secured Party, including, without limitation, any indemnity obligations of the Grantors thereunder. The ABL Credit outstanding Agreement Administrative Agent hereby consents to any Assignment and Assumption effectuated to one or more purchasers pursuant to the First Lien Financing Documents terms of this Section 5.07 and (y) hereby agrees that no further consent from the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of ABL Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agreement Administrative Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearrequired.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) If there is an acceleration of all the First Senior Lien Obligations in accordance with the terms of the First any Senior Lien Financing Documents or Credit Agreement (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, the First Lien Claimholders will offer each Second Lien Claimholder the option to purchase at par the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documentsa “Purchase Event”), at then the Purchase Price Junior Lien Secured Parties (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then based on their outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Junior Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First unless otherwise agreed among such Junior Lien Secured Hedging Obligations and First Lien Banking Services AgreementsParties) may purchase, includingby submitting a notice (a “Purchase Notice”) within 15 Business Days of any such Purchase Event, in the case of such First Lien Hedge Agreementsall, all amounts owing to the counterparties as a result of the termination (or early termination) thereofbut not less than all, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Senior Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents Obligations and (y) all obligations that would have been Senior Lien Obligations but for the aggregate facing and similar fees which will accrue thereon through the stated maturity last sentence of the First definition of “Senior Lien Letters of Credit Obligations” (assuming no drawings thereon before stated maturitythe obligations referred to in clauses (x) and (y), collectively, the “Purchase Obligations”) for the Purchase Price. It is understood Such purchase shall: (a) include all principal of, and agreed that (i) all accrued and unpaid interest, fees, indemnities, costs and expenses in respect of, all Purchase Obligations outstanding at the time any facing or similar fees are owing of purchase; (b) be made pursuant to an issuer with respect assignment agreement in the form of Exhibit E-1 to any First Senior Lien Letter Credit Agreement; and (c) otherwise be subject to the terms and conditions of Credit, this Article 8. Each Senior Lien Lender will retain all rights to indemnification provided in the Directing First relevant Senior Lien Collateral Agent may apply Documents for all claims and other amounts deposited with it as described above relating to pay same and (ii) upon any drawing under any First Lien Letter of Credit, periods prior to the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% purchase of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit Purchase Obligations pursuant to this Article 8 and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), such rights shall be returned to secured by the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Liens securing the Senior Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearObligations.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following Upon (i) an acceleration receipt by Term Loan/Euro RCF Collateral Agent of all the First Lien Obligations in accordance with the terms a notice (a “Trigger Notice”) from ABL Administrative Agent of the First Lien Financing Documents or intent of ABL Administrative Agent and/or the ABL Secured Parties to accelerate the ABL Obligations or, (ii) the commencement of any an Insolvency or Liquidation Proceeding with respect to any Obligorthe Parent, the First Lien Claimholders will offer Company, or any Material Subsidiary that is not organized or formed under the laws of the European Union or any member state thereof or the laws of any other European jurisdiction (each Second Lien Claimholder a “Trigger Event”), Term Loan/Euro RCF Collateral Agent and the option Term Loan/Euro RCF Secured Parties shall have the option, exercised by delivery of a notice by Term Loan/Euro RCF Collateral Agent to ABL Administrative Agent (a “Purchase Notice”), to purchase at par the entire aggregate outstanding amount of the First Lien outstanding ABL Obligations (and to assume the entire amount of including unfunded commitments under the First ABL Financing Agreement) at par plus accrued and unpaid interest, fees and expenses (other than any prepayment fee or termination fee owing under the ABL Financing Agreement) from ABL Administrative Agent and the ABL Secured Parties. The Purchase Notice shall be irrevocable. (b) To the extent the Term Loan/Euro RCF Collateral Agent and/or the Term Loan/Euro RCF Secured Parties intend to exercise their rights under this Section 2.8, the Term Loan/Euro RCF Collateral Agent will send to ABL Administrative Agent a Purchase Notice within five (5) Business Days of the occurrence of a Trigger Event, in which event, ABL Administrative Agent and the ABL Secured Parties shall not accelerate the ABL Obligations to the extent such action has not been taken, or request that the Term Loan/Euro RCF Collateral Agent or the Term Loan/Euro RCF Secured Parties release any Lien on the Collateral, as the case may be, provided, that, the purchase and sale with respect to the ABL Obligations (other than any prepayment fee or termination fee owing under the ABL Financing DocumentsAgreement) provided for in this Section 2.8 shall have closed within five (5) Business Days after receipt by ABL Administrative Agent of the Purchase Notice and ABL Administrative Agent and ABL Secured Parties shall have received payment in full of the ABL Obligations (other than any prepayment fee or termination fee owing under the ABL Financing Agreement) as provided for herein within such five (5) Business Day period. (c) On the date specified by Term Loan/Euro RCF Collateral Agent in the Purchase Notice (which shall not be more than five (5) Business Days after the receipt by ABL Administrative Agent of the Purchase Notice), at ABL Administrative Agent and the Purchase Price ABL Secured Parties shall sell to Term Loan/Euro RCF Collateral Agent and/or the Term Loan/Euro RCF Secured Parties, and Term Loan/Euro RCF Collateral Agent and/or the Term Loan/Euro RCF Secured Parties shall purchase from ABL Administrative Agent and the ABL Secured Parties, the ABL Obligations (together with other than any prepayment fee or termination fee owing under the deposit ABL Financing Agreement). (d) Upon the date of cash collateral such purchase and sale, Term Loan/Euro RCF Collateral Agent and/or the Term Loan/Euro RCF Secured Parties shall (i) pay to ABL Administrative Agent and the ABL Secured Parties as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal purchase price therefor the sum of: (1) the principal full amount of all loans, advances or similar extensions of credit included in the First Lien then outstanding and unpaid ABL Obligations (including other than any prepayment fee or termination fee owing under the unreimbursed amount of all issued letters of credit (including First Lien Letters of CreditABL Financing Agreement), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interestii) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of furnish cash collateral in immediately available funds, to be deposited under ABL Administrative Agent and the sole dominion and control of the Directing First Lien Collateral Agent, ABL Secured Parties in such amount amounts as the Directing First Lien Collateral ABL Administrative Agent determines is reasonably necessary to secure the First Lien Claimholders ABL Administrative Agent and the ABL Secured Parties in connection with any issued and outstanding First Lien Letters letters of Credit under credit provided by ABL Administrative Agent or the First Lien Financing Documents ABL Secured Parties (or letters of credit that the ABL Administrative Agent or any ABL Secured Party has arranged to be provided by third parties pursuant to the ABL Documents) to any Obligor (but not in any event not to exceed in an amount greater than 105% of the sum of (x) the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse ABL Administrative Agent and the ABL Secured Parties for all such First Lien Letters of Credit outstanding pursuant fees and expenses to the First Lien Financing extent earned or due and payable in accordance with the ABL Documents and (yiv) agree to pay to ABL Secured Parties any early termination fee or prepayment fee payable in connection with the aggregate facing and similar fees which will accrue thereon through the stated maturity ABL Documents within three (3) Business Days of the First Lien Letters receipt of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at same by the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Term Loan/Euro RCF Collateral Agent may apply amounts deposited with it as described above and/or Term Loan/Euro RCF Secured Parties, after the payment in full in cash to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Term Loan/Euro RCF Collateral Agent shall apply amounts deposited with it as described above and the Term Loan/Euro RCF Secured Parties of the Term Loan/Euro RCF Obligations and the ABL Obligations purchased by the Term Loan/Euro RCF Secured Parties pursuant to repay this Section 2.8, including principal, interest and fees thereon and costs and expenses of collection thereof (including reasonable attorneys’ fees and legal expenses, but excluding any early termination fee or prepayment fee (whether owing under the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (aTerm Loan/Euro RCF Documents or ABL Documents)), those amounts provided that the notice of termination or effective date of termination occurs within three hundred sixty five days (if any365) then on deposit with days after the Directing First Lien effective date of the purchase of the ABL Obligations by the Term Loan/Euro RCF Secured Parties. (e) Such purchase price and cash collateral shall be remitted by wire transfer in immediately available funds to such bank account of ABL Administrative Agent as ABL Administrative Agent may designate in writing to Term Loan/Euro RCF Collateral Agent as cash collateral, described in this paragraph (a) for such purpose. Interest and fees shall be calculated to but excluding the Business Day on which exceed 105% of such purchase and sale shall occur if the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit amounts so paid by Term Loan/Euro RCF Collateral Agent and the aggregate facing and similar fees (Term Loan/Euro RCF Secured Parties to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity)bank account designated by ABL Administrative Agent are received in such bank account prior to 1:00 p.m., New York City time, and interest and fees shall be returned calculated to and including such Business Day if the amounts so paid by Term Loan/Euro RCF Collateral Agent and the Term Loan/Euro RCF Secured Parties to the respective purchaser or purchasersbank account designated by ABL Administrative Agent are received in such bank account later than 1:00 p.m., as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearNew York City time.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this AgreementSecured Parties’ remedies, any other the First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees Secured Parties agree that at any time following (ia) an acceleration of all the First Lien Secured Obligations in accordance with the terms of the First Lien Financing Loan Documents or (b) the commencement of a Bankruptcy/Liquidation Proceeding under the Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against any Grantor (each, a “Purchase Event”), one or more of the Second Lien Secured Parties may request within 30 days after the first date on which a Purchase Event occurs, and the First Lien Secured Parties hereby offer the Second Lien Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of First Lien Secured Obligations outstanding at the time of purchase at (a) in the case of First Lien Secured Obligations other than First Lien Secured Obligations arising under Swap Contracts or in connection with undrawn letters of credit, par (including any premium set forth in the First Lien Credit Agreement or other applicable First Lien Loan Document on the date hereof, interest and fees), and (b) in the case of First Lien Secured 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 commencement xxxx-to-market value of any Insolvency or Liquidation Proceeding such Swap Contract, as determined by the counterparty to the Grantor thereunder with respect to any Obligor, the First Lien Claimholders will offer each Second Lien Claimholder the option to purchase at par the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together such Swap Contract in accordance with the deposit of cash collateral as set forth below)terms thereof and in accordance with customary methods for calculating xxxx-to-market amounts under similar arrangements by such counterparty, without warranty or representation or recourse (except as provided in Section 5.7(cfor representations and warranties required to be made by assigning lenders pursuant to an Assignment and Assumption), on a pro rata basis among . In the case of any First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount Secured Obligations in respect of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including reimbursement obligations in connection therewith), simultaneous with the purchase of the other First Lien Letters of Credit)Secured Obligations, but excluding the undrawn amount of then outstanding purchasing Second Lien Secured Parties shall provide First Lien Secured Parties who issued such letters of credit cash collateral in such amounts (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interestnot to exceed 103% thereof) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the as such First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines Parties determine is reasonably necessary to secure the such First Lien Claimholders Secured Parties in connection with any issued outstanding and outstanding First Lien Letters undrawn letters of Credit under credit. If such right is exercised, the First Lien Financing Documents parties shall endeavor to close promptly thereafter but in any event not to exceed 105% within 10 Business Days of the sum request. If one or more of (x) the aggregate undrawn amount Second Lien Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of all such the Designated First Lien Letters Representative and the Designated Second Lien Representative. If none of Credit outstanding pursuant to the Second Lien Secured Parties exercise such right within 30 days after the first date on which a Purchase Event occurs, the First Lien Financing Documents Secured Parties shall have no further obligations pursuant to this Section 4.05 for such Purchase Event and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of may take any further actions in their sole discretion in accordance with the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood Security Documents and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearAgreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or Claimholders’ remedies under the First Lien Loan Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each the First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees Claimholders agree that at any time following following: (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents Credit Agreement, (ii) a payment default in respect of principal or interest under the First Lien Credit Agreement that has not been cured or waived by the First Lien Claimholders within 60 days of the occurrence thereof or (iiiii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorProceeding, the First Lien Claimholders Collateral Agent, on behalf of the First Lien Claimholders, will offer each the Second Lien Claimholder Claimholders, including the Second Lien Noteholders, by written notice to the Second Lien Collateral Agent, the option to purchase at par the entire aggregate outstanding amount of the outstanding First Lien Obligations (and to assume the entire amount of including unfunded commitments under the First Lien Financing Documents), Credit Agreement) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed an amount in cash equal to 103% of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Creditcredit), and all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and (but excluding any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligationspremiums), (2) the net aggregate amount then owing to counterparties First Lien Lender Counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, including all amounts owing to the counterparties First Lien Lender Counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Loan Documents on the date of purchase. The Purchase Price shall be accompanied by delivery purchase to the Directing extent not allocable to Excess First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearObligations.

Purchase Right. (a) Without prejudice to the enforcement of any the First Lien Lenders’ remedies, the First Lien Agent agrees, for itself and on behalf of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees Lenders that at any time following (ia) an acceleration of all the First Lien Obligations Claims in accordance with the terms of the First Lien Financing Documents Credit Agreement, (b) a payment default under the First Lien Credit Agreement that has not been cured or waived by the First Lien Lenders within sixty (60) days of the occurrence thereof or (iic) the commencement of any an Insolvency or Liquidation Proceeding with respect to any Obligor(each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Lien Secured Parties may request, and the First Lien Claimholders will Lenders hereby offer each the Second Lien Claimholder Secured Parties the option option, to purchase at par all, but not less than all, of the entire aggregate outstanding amount of the outstanding First Lien Obligations Claims (and to assume the entire amount of unfunded commitments under the other than First Lien Financing DocumentsClaims arising under Secured Hedge Agreements), outstanding at the Purchase Price (together with the deposit time of cash collateral as set forth below)purchase at par, plus any premium that would be applicable upon prepayment of such First Lien Claims and accrued and unpaid interest and fees, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Acceptance (as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included such term is defined in the First Lien Obligations Credit Agreement)). If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (including 10) Business Days of the unreimbursed amount request. If one or more of all issued letters of credit (including First the Second Lien Letters of Credit)Secured Parties exercise such purchase right, but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would it shall be applicable upon prepayment exercised pursuant to documentation mutually acceptable to each of the First Lien ObligationsAgent and the Second Lien Agent. If none of the Second Lien Secured Parties exercise such right, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations Lenders shall have no further obligations pursuant to this Section 5.6 for such Purchase Event and First Lien Banking Services Agreements, including, may take any further actions in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under their sole discretion in accordance with the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearAgreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following If there is (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents Documents, (ii) a payment default under any First Lien Debt Facility that is not cured (or waived or in respect of which the requisite First Lien Secured Parties have not agreed to forbear) within 60 days of its occurrence or (iiiii) the commencement of an Insolvency Proceeding (each, a “Purchase Event”), then any Insolvency or Liquidation Proceeding with respect Second Lien Secured Parties (other than, to the extent an assignment to a “Disqualified Institution” would not then be permitted under the then extant First Lien Documents, any Obligor“Disqualified Institution” (as such term is defined in the then extant First Lien Documents)) may, by written notice, delivered to each First Lien Agent within 30 days after the first date on which a Purchase Event occurs, require the First Lien Claimholders will Secured Parties to transfer, assign, and/or sell, and the First Lien Secured Parties hereby offer each the Second Lien Claimholder Secured Parties the option to purchase at par the entire aggregate outstanding amount purchase, all, but not less than all, of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), “Purchase Obligations”) outstanding at the Purchase Price time of purchase. Such purchase shall: (together with the deposit of cash collateral as set forth below)a) include all principal of, without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), and all accrued and unpaid interest interest, fees, indemnities, costs and expenses in respect of, all First Lien Obligations outstanding at the time of purchase; (including Post-Petition Interestb) thereon through be made pursuant to an assignment agreement in the date form attached to the applicable First Lien Document; and (c) otherwise be subject to the terms and conditions of this Article 8. Each First Lien Secured Party will retain all rights to indemnification provided in the relevant First Lien Documents for all claims and other amounts relating to periods prior to the purchase of the Purchase Obligations pursuant to this Article 8 and any prepayment penalties or premiums that would such rights shall be applicable upon prepayment of secured on a pari passu basis by the Liens securing the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear.

Purchase Right. (a) Without prejudice to the enforcement of any the Senior Secured Parties’ remedies, the Senior Secured Parties agree that following (a) acceleration of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) an acceleration of all the First Lien Senior Obligations in accordance with the terms of the First Lien Financing 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 (iic) the commencement of any an Insolvency or Liquidation Proceeding with respect to any Obligoreither Borrower (each, a “Purchase Event”), within thirty (30) days of the First Lien Claimholders will Purchase Event, one or more of the Second Priority Debt Parties may request, and the applicable Senior Secured Parties hereby severally offer each the Second Lien Claimholder Priority Debt Parties the option option, to purchase at par for each all, but not less than all, of the entire aggregate outstanding amount of the First Lien Senior Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), outstanding at the Purchase Price (together with the deposit time of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on purchase for a pro rata basis among the First Lien Claimholders. The “Purchase Price” will purchase price equal to the sum of: of (1) in the principal amount case of all loans, advances or other similar extensions of credit included in the First Lien that constitute Senior Obligations (including the unreimbursed amount amounts drawn in respect of all issued letters of credit (including First Lien Letters of Credit)credit, but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Creditand excluding Obligations and liabilities under Treasury Services Agreements and Hedging Obligations), 100% of the principal amount thereof and all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and (without regard, however, to any acceleration or other prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligationsother than customary breakage costs), (2) in the net 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 counterparties under First Lien each Hedge Agreements governing Bank (which is a Senior Secured Party) thereunder pursuant to the First Lien terms of the respective Secured Hedging Obligations and First Lien Banking Services AgreementsAgreement, including, in the case of such First Lien Hedge Agreements, including all amounts owing to the counterparties such Hedge Bank as a result of the termination (or early termination) thereofthereof (in each case, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under extent of its interest as a Senior Secured Party), (4) in the First Lien Documents on case of the date undrawn amount of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent then outstanding letters of credit, cash collateral in immediately available funds, an amount equal to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters letters of Credit outstanding pursuant to the First Lien Financing Documents credit and (y) the aggregate facing and other similar fees which will accrue thereon through the stated maturity of the First Lien Letters letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit credit (assuming no drawings thereon before stated maturity), (5) all accrued and unpaid fees, expenses, indemnities and 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 returned exercised pursuant to documentation mutually acceptable to each of the Senior Representative and the Second Priority Representative. 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 Senior Obligations, the amount with respect to which each exercising Second Priority Debt Party shall be deemed to have exercised its purchase right shall be reduced on a ratable basis according to the respective purchaser or purchasersamounts 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, as 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 interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit sole discretion in accordance with the Directing First Lien Collateral Agent as described above in Senior Debt Documents and this paragraph (a) (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 not previously applied or released as provided above) hereby agrees that no further consent from such Grantor shall be returned to the respective purchaser or purchasers, as their interests appearrequired.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this AgreementSecured Parties’ remedies, any other the First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees Secured Parties agree that at any time following (ia) an the acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents Credit Agreement or (iib) the commencement of any an Insolvency or Liquidation Proceeding with respect to any ObligorGrantor (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Second Lien Secured Parties may request, and the First Lien Claimholders will Secured Parties hereby offer each the Second Lien Claimholder Secured Parties the option option, to purchase all, but not less than all, of the aggregate amount of outstanding First Lien Obligations outstanding at the time of purchase at par (including by providing cash collateralization of 105% of the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount outstanding letter of unfunded commitments under the First Lien Financing Documentscredit obligations), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and plus any prepayment penalties or premiums premium that would be applicable upon prepayment of the First Lien 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 Lien Secured Parties exercises such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agent and the Second 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 First Lien Obligations, (2) the net aggregate amount then owing with respect to counterparties under First which each exercising Second Lien Hedge Agreements governing 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 Lien Secured Parties timely exercise such right, the First Lien Secured Hedging Obligations Parties shall have no further obligations pursuant to this Section 5.7 for such Purchase Event and First Lien Banking Services Agreements, including, may take any further actions in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under their sole discretion in accordance with the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearAgreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the Senior Secured Parties’ remedies, the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees Credit Agreement Secured Parties agree that at any time following (ia) an the acceleration of all the First Lien Senior Obligations in accordance with the terms of the First Lien Financing Documents Credit Agreement or (iib) the commencement of any an Insolvency or Liquidation Proceeding with respect to any Obligor(each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the Junior Priority Debt Parties may request, and the First Lien Claimholders will Credit Agreement Secured Parties hereby offer each Second Lien Claimholder the option Junior Priority Debt Parties the option, to purchase at par all, but not less than all, of the entire aggregate outstanding amount of the outstanding First Lien Credit Agreement Obligations at the time of purchase at (and to assume a) in the entire amount case of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the Credit Agreement Obligations other than First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances Credit Agreement Obligations arising under any Secured Commodity Hedging Agreement or similar extensions of credit included any Secured Hedging Agreement or in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien connection with undrawn Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit par (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and plus any prepayment penalties or premiums premium that would be applicable upon prepayment of the First Lien Obligations, Credit Agreement Obligations (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties including as a result of the termination (or early terminationoccurrence of any such Purchase Event) thereof, and (3) all accrued and unpaid feesinterest, expenses fees 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 (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 an Assignment and Acceptance). In the case of any First Lien Credit Agreement Obligations in respect of Letters of Credit (including reimbursement obligations in connection therewith), simultaneously with the purchase of the other amounts owed to First Lien Credit Agreement Obligations, the purchasing Junior Priority Debt Parties shall provide the First Lien Claimholders under the First Lien Documents on the date Credit Agreement Secured Parties who issued such Letters of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of Credit cash collateral in immediately available funds, such amounts (not to be deposited under the sole dominion and control of the Directing exceed 103% thereof) as such First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines Credit Agreement Secured Parties determine is reasonably necessary to secure the such First Lien Claimholders Credit Agreement Secured Parties in connection with any issued outstanding and outstanding First Lien undrawn Letters of Credit under Credit. If such right is exercised, the First Lien Financing Documents parties shall endeavor to close promptly thereafter but in any event not to exceed 105% shall close within ten (10) Business Days of the sum request. If one or more of (x) the aggregate undrawn amount of all Junior Priority Debt Parties exercise such First Lien Letters of Credit outstanding purchase right, it shall be exercised pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity documentation mutually acceptable to each of the First Lien Letters Credit Agreement Administrative Agent and the Junior Priority Representative, in each case, at no cost or expense of the Grantors or the First Lien Credit Agreement Administrative Agent. If none of the Junior Priority Debt Parties exercise such right within thirty (assuming 30) days of such Purchase Event, the Senior Secured Parties shall have no drawings thereon before stated maturity)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. It is understood and agreed that (i) at For the time any facing avoidance of doubt, such purchase shall not reduce or similar fees are owing to an issuer with respect to limit the benefits of the First Lien Credit Agreement favor of any First Lien Letter Credit Agreement Senior Party that expressly survive the assignment of Credit, all or any portion of the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any Credit Agreement Obligations by such First Lien Letter Credit Agreement Senior Party, including, without limitation, any indemnity obligations of Credit, the Directing Grantors thereunder. The First Lien Collateral 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 apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearrequired.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this AgreementClaimholders remedies, any other the First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that Claimholders agree at any time following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorCredit Agreement, the First Lien Claimholders will offer each the Second Lien Claimholder Claimholders the option to purchase at par the entire aggregate amount of outstanding 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 First Lien Obligations (and to assume the entire amount of unfunded commitments loans outstanding under the First Lien Financing Documents)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 under the Specified Hedge Agreements, for an amount equal to the amount that would be payable at such time by Parent, the Purchase Price (together Company or any Subsidiary Guarantor under the terms of each Specified Hedge Agreement upon the termination of each Specified Hedge Agreement in accordance with the deposit of cash collateral as set forth below)terms thereof, without warranty or representation or recourse except as provided in Section 5.7(c)recourse, on a pro rata basis among the across First Lien Claimholders. The “Purchase Price” will equal Second Lien Claimholders shall irrevocably accept or reject such offer within twenty (20) Business Days of the sum of: (1) receipt thereof and the principal amount of all loansparties shall endeavor to close promptly thereafter. If the Second Lien Claimholders accept such offer, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would it shall be applicable upon prepayment exercised pursuant to documentation mutually acceptable to each of the First Lien Obligations, (2) Collateral Agent and the net aggregate amount then owing to counterparties under First Second Lien Hedge Agreements governing Collateral Agent. If the First Second Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of Claimholders reject such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination offer (or early termination) thereofdo not so irrevocably accept such offer within the required timeframe), and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under shall have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance with the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Loan Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearAgreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorSecured Parties’ remedies, the First Lien Claimholders will offer each Second Lien Claimholder Secured Parties agree that following (a) the option to purchase at par the entire aggregate outstanding amount acceleration of the First Lien Obligations 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 holders of the Second Lien Debt may request, and to assume the entire amount of unfunded commitments under the First Lien Financing Documents)Secured Parties hereby offer the Second Lien Secured Parties the option, at to purchase all, but not less than all, of the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal aggregate amount of all loans, advances or similar extensions of credit included in the outstanding First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including unfunded commitments under any First Lien Letters of Credit), but excluding Document) outstanding at the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date time of purchase and at par, plus any prepayment penalties or premiums premium that would be applicable upon prepayment of the First Lien Obligations and accrued and unpaid interest, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding, at the applicable post-default rate and fees (including (w) breakage costs, (x) in the case of any secured Hedging Obligations, (2) the net aggregate amount then owing that would be payable by the relevant Grantor thereunder if such Grantor were to counterparties under terminate the hedge agreement in respect thereof on the date of the purchase or, if not terminated an amount determined by the relevant First Lien Hedge Agreements governing Secured Party to be necessary to collateralize its credit risk arising out of such agreement, (y) if applicable, the cash collateral to be furnished to the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case Parties providing letters of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders credit under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event amounts (not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters letters of Credit outstanding pursuant to the First Lien Financing Documents credit and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit thereof (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any as such First Lien Letter Secured Party determines is reasonably necessary to secure such First Lien Secured Party in connection therewith, and (z) in the case of Creditany secured Bank Product Obligations that are First Lien Obligations, the Directing cash collateral to be furnished to the First Lien Secured Parties providing such Bank Products under the First Lien Documents in such amounts, including all amounts payable as a result of the termination (or early termination) thereof, as such First Lien Secured Party determines is reasonably necessary to secure such First Lien Secured Party in connection therewith), without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to customary assignment documentation). If such right is exercised, the First Lien Secured Parties and the Second Lien Secured Parties shall endeavor to close promptly thereafter but in any event within ten (10) Business Days of the request; provided that the foregoing shall not impose upon the First Lien Collateral Agent may apply amounts deposited with Trustee any obligations to the extent it has not received directions to its satisfaction as described above provided under the Collateral Trust Agreement. If one or more of the Second Lien Secured Parties exercise such purchase right, it shall be exercised pursuant to pay same and (ii) upon any drawing under any documentation mutually acceptable to the First Lien Letter Secured Parties and the purchasing Second Lien Secured Parties. If none of Credit, the Directing Second Lien Secured Parties timely exercises such right the First Lien Collateral Agent Secured Parties shall apply amounts deposited with it as described above have no further obligations pursuant to repay the respective unpaid drawing. After giving effect to this Section 5.07 for such Purchase Event and may take any payment made as described above further actions in this paragraph (a), those amounts (if any) then on deposit their sole discretion in accordance with the Directing First Lien Collateral Agent as cash collateral, described Documents and this Agreement. Each First Lien Secured Party will retain all rights to indemnification provided in this paragraph (a) which exceed 105% the relevant First Lien Document for all claims and other amounts relating to the period prior to the purchase of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (Obligations pursuant to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearSection 5.07.

Purchase Right. (a) Without prejudice to in any way limiting the enforcement of any rights of the First Lien Claimholder’s rights or remedies under Secured Parties to take any action not expressly prohibited by this Agreement, including any other First Lien Financing DocumentsEnforcement Action, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time prior to the Payment in Full of the First Lien Claims and following (i) an acceleration of all the First Lien Obligations in accordance with the terms of Claims under the First Lien Financing Documents Credit Agreement (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 (ii) the commencement of any an Insolvency or Liquidation Proceeding with respect to any ObligorProceeding, the First Lien Claimholders Secured Parties will offer each the Second Lien Claimholder Secured Parties the option to purchase, all, but not less than all, of the aggregate amount of outstanding First Lien Claims outstanding at the time of purchase at par the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below)par, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment Agreement (as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included such term is defined in the First Lien Obligations Credit Agreement)). One or more of the Second Lien Secured Parties shall accept such offer within twenty (including 20) days of the unreimbursed amount receipt thereof and the parties shall endeavor to close promptly thereafter but in all events no more than twenty (20) days after the making of all issued letters the offer. If one or more of credit (including First the Second Lien Letters of Credit)Secured Parties accept such offer, but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would it shall be applicable upon prepayment exercised pursuant to documentation mutually acceptable to each of the First Lien ObligationsCollateral Agent and the Trustee, and all costs and expenses of closing any such purchase (2) including the net aggregate amount then owing costs and expenses relating to counterparties under First Lien Hedge Agreements governing the preparation of the aforementioned documentation, including reasonable fees and expenses of counsel to the First Lien Secured Hedging Obligations and First Parties) shall be paid by the Second Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing Secured Parties as a condition precedent to the counterparties as a result closing of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of any such purchase. The Purchase Price shall be accompanied by delivery If no Second Lien Secured Party or Parties accept such offer within the period set forth above, or any such Second Lien Secured Party that accepts such offer fails to close the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity purchase of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at Claims within the time any facing or similar fees are owing to an issuer with respect to any frame provided for above, the First Lien Letter of Credit, Secured Parties shall have no further obligations pursuant to this Section 19 and may take any further actions in their sole discretion in accordance with the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same Loan Documents and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearAgreement.

Purchase Right. (a) Without prejudice to the enforcement of any the Priority Lien Secured Parties’ remedies, the Priority Lien Secured Parties agree that following (a) the acceleration of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) an acceleration of all the First Priority Lien Obligations in accordance with the terms of the First Lien Financing Documents or (iib) the commencement of any an Insolvency or Liquidation Proceeding with respect to any Obligor(each, a “Purchase Event”), within thirty (30) days of the First Purchase Event, one or more of the holders of the Parity Lien Claimholders will Debt may request, and the Priority Lien Secured Parties hereby offer each Second the Parity Lien Claimholder Secured Parties the option option, to purchase at par all, but not less than all, of the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First outstanding Priority Lien Obligations (including unfunded commitments under any Priority Lien Document) outstanding at the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date time of purchase and at par, plus any prepayment penalties or premiums premium that would be applicable upon prepayment of the First Priority Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreementsaccrued and unpaid interest, includingall interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding, at the applicable post-default rate and fees (including breakage costs and, in the case of any secured Hedging Obligations, the amount that would be payable by the relevant Grantor thereunder if such First Grantor were to terminate the hedge agreement in respect thereof on the date of the purchase or, if not terminated an amount determined by the relevant Priority Lien Hedge AgreementsSecured Party to be necessary to collateralize its credit risk arising out of such agreement and, if applicable, the cash collateral to be furnished to the Priority Lien Secured Parties providing letters of credit under the Priority Lien Documents in such amounts (not to exceed 105% thereof), and, in the case of any secured Bank Product Obligations that are Priority Lien Obligations, the amount that would be payable to Priority Lien Secured Parties, including all amounts owing to the counterparties payable as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First as such Priority Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent Secured Party determines is reasonably necessary to secure the First such Priority Lien Claimholders Secured Party in connection with any issued such outstanding and outstanding First undrawn letters of credit), without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to customary assignment documentation). If such right is exercised, the Priority Lien Letters of Credit under Secured Parties and the First Parity Lien Financing Documents Secured Parties shall endeavor to close promptly thereafter but in any event not to exceed 105% within ten (10) Business Days of the sum request. If one or more of (x) the aggregate undrawn amount of all Parity Lien Secured Parties exercise such First Lien Letters of Credit outstanding purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the First Priority Lien Financing Agents and the purchasing Parity Lien Secured Parties. If none of the Parity Lien Secured Parties timely exercises such right the Priority Lien 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 Priority Lien Documents and (y) this Agreement. Each Priority Lien Secured Party will retain all rights to indemnification provided in the aggregate facing relevant Priority Lien Document for all claims and similar fees which will accrue thereon through other amounts relating to the stated maturity period prior to the purchase of the First Priority Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing Obligations pursuant to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearSection 5.07.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this AgreementSecured Parties’ remedies, any other the First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees Secured Parties agree that at any time following (ia) an acceleration of all the First Lien Secured Obligations in accordance with the terms of the First Lien Financing Loan Documents or (b) the commencement of a Bankruptcy/Liquidation Proceeding by or against any Grantor (each, a “Purchase Event”), one or more of the Second Lien Secured Parties may request within 30 days after the first date on which a Purchase Event occurs, and the First Lien Secured Parties hereby offer the Second Lien Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of First Lien Secured Obligations outstanding at the time of purchase at (a) in the case of First Lien Secured Obligations other than First Lien Secured Obligations arising under Swap Contracts or in connection with undrawn letters of credit, par (including any premium (to the extent then payable) set forth in the First Lien Credit Agreement or other applicable First Lien Loan Document on the date hereof, interest, expenses and fees (including Post-Petition Interest)), and (b) in the case of First Lien Secured 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 commencement mxxx-to-market value of any Insolvency or Liquidation Proceeding such Swap Contract, as determined by the counterparty to the Grantor thereunder with respect to any Obligor, the First Lien Claimholders will offer each Second Lien Claimholder the option to purchase at par the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together such Swap Contract in accordance with the deposit of cash collateral as set forth below)terms thereof and in accordance with customary methods for calculating mxxx-to-market amounts under similar arrangements by such counterparty, 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 provided defined in Section 5.7(c), on a pro rata basis among the applicable First Lien ClaimholdersLoan Document)). The “Purchase Price” will equal In the sum of: (1) the principal amount case of all loans, advances or similar extensions of credit included in the any First Lien Secured Obligations (including the unreimbursed amount in respect of all issued letters of credit (including reimbursement obligations in connection therewith), simultaneous with the purchase of the other First Lien Letters of Credit)Secured Obligations, but excluding the undrawn amount of then outstanding purchasing Second Lien Secured Parties shall provide First Lien Secured Parties who issued such letters of credit cash collateral in such amounts (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interestnot to exceed 103% thereof) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the as such First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines Parties determine is reasonably necessary to secure the such First Lien Claimholders Secured Parties in connection with any issued outstanding and outstanding First Lien Letters undrawn letters of Credit under credit. If such right is exercised, the First Lien Financing Documents parties shall endeavor to close promptly thereafter but in any event not to exceed 105% within 10 Business Days of the sum request. If one or more of (x) the aggregate undrawn amount Second Lien Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of all such the Designated First Lien Letters Representative and the Designated Second Lien Representative. If none of Credit outstanding pursuant to the Second Lien Secured Parties exercise such right within 30 days after the first date on which a Purchase Event occurs, the First Lien Financing Documents Secured Parties shall have no further obligations pursuant to this Section 2.09 for such Purchase Event and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of may take any further actions in their sole discretion in accordance with the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood Security Documents and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearAgreement.

Purchase Right. While the Redeemable Preferred is outstanding, the Investor shall have the opportunity (abut not the obligation) Without prejudice to purchase in full all (but not less than all) of the Senior Loans and related obligations due to the enforcement of any of Administrative Agent and the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that Lenders at any time following on or after May 31, 2018 (ibut, to the extent the maturity date of the Senior Loans is extended under the Credit Agreement, on or after such date) an acceleration for cash equal to 100% of all outstanding amounts thereunder (including all unpaid principal and all accrued but unpaid interest, fees, and expenses). If the First Lien Obligations in accordance with Investor elects to purchase the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect Senior Loans pursuant to any Obligorthis Section 5(g), the First Lien Claimholders Investor shall deliver an irrevocable written notice to the Administrative Agent no earlier than fifteen (15) business days and no later than ten (10) business days prior to the purchase date and such purchase will offer each Second Lien Claimholder the option to purchase at par the entire aggregate outstanding amount of the First Lien Obligations (A) include all principal of, and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through interest, fees and expenses in respect of, all Senior Loans outstanding at the date time of purchase (and any prepayment penalties shall be paid in the respective currencies in which such outstanding Senior Loans are denominated or premiums that would be applicable upon prepayment of the First Lien Obligationsowed), (2B) include the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing deposit by Investor with the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, Administrative Agent or its designee by wire transfer of immediately available funds (in the case of respective currencies in which such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (ias defined in the Credit Agreement) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (adenominated), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which that will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no extensions thereof and drawings thereon before stated maturity), (C) be effectuated by wire transfer of immediately available funds from the Investor to the Administrative Agent, (D) be made pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to, and prepared by counsel for, the Administrative Agent, whereby the Investor shall, among other things, assume all funding commitments and obligations of the Administrative Agent and the Lenders under the Loan Documents, and (E) otherwise be subject to the terms and conditions of this Section 5(g). For the avoidance of doubt, in no event shall this Section 5(g) limit the rights and remedies of the Administrative Agent and the Lenders at any time prior to the consummation of any such purchase and sale transaction pursuant to this Section 5(g). The Administrative Agent and the Lenders will retain all rights to indemnification provided in the Loan Documents for all claims and other amounts relating to facts and circumstances relating to the Administrative Agent or such Lender’s holdings of Senior Loans, and such rights shall be returned secured by the liens securing the Senior Loans. No amendment, modification or waiver following any purchase under this Section 5(g) of any indemnification provisions under the Loan Documents shall be effective as to the respective purchaser Administrative Agent or purchasersany Lender or any affiliate or officer, as their interests appear. Furthermoredirector, at employee or other related indemnified person of the Administrative Agent or any Lender (each, an “Indemnified Person”) without the prior written consent of such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may beIndemnified Person, and after all applications described above have been made, such indemnification provisions shall continue in full force and effect for the benefit of the Indemnified Persons whether or not any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear.Loan Document otherwise remains in

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or Claimholders’ remedies under this Agreement, any other the First Lien Financing Documents, this Agreement, at law or in equity or otherwise, each the First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees Claimholders agree that at any time following following: (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligorthe Borrower which constitutes an “Event of Default” under the First Lien Financing Documents, the First Lien Claimholders will offer each Second Lien Claimholder the option to purchase at par the entire aggregate outstanding amount of the outstanding First Lien Obligations (and to assume the entire amount of including unfunded commitments under the First Lien Financing Documents), ) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including including, without limitation, First Lien Letters of Credit)), but excluding the undrawn amount of then outstanding letters of credit (including including, without limitation, the undrawn amount of then outstanding First Lien Letters of Credit), and all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and purchase, (2) any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligationspremiums, (23) the net aggregate amount then owing to counterparties under First Lien Hedge Hedging Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, including all amounts owing to the counterparties as a result of the termination (or early termination) thereof, with respect to any such First Lien Hedging Agreements in an amount not to exceed the Hedging Termination Value of such First Lien Hedging Agreements and (34) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent an amount of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, Agent in such amount immediately available funds as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (ix) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay the same and (iiy) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuersissuers or guarantee banks, as applicable) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, purchasers (as their interests appear). Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with deposited by the Directing First Lien Collateral Agent purchaser or purchasers as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) If there is an acceleration of all the First Senior Lien Obligations in accordance with the terms of the First any Senior Lien Financing Documents or Credit Agreement (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, the First Lien Claimholders will offer each Second Lien Claimholder the option to purchase at par the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documentsa “Purchase Event”), at then the Purchase Price Junior Lien Secured Parties (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis based on their outstanding Junior Lien Obligations, unless otherwise agreed among the First such Junior Lien Claimholders. The Secured Parties) may purchase, by submitting a notice (a “Purchase Price” will equal the sum of: Notice”) within 15 Business Days of any such Purchase Event, all, but not less than all, of (1x) the principal amount Senior Lien Obligations and (y) all obligations that would have been Senior Lien Obligations but for the last sentence of all loansthe definition of “Senior Lien Obligations” (the obligations referred to in clauses (x) and (y), advances or similar extensions of credit included collectively, the “Purchase Obligations”) for the Purchase Price; provided, however, that a Senior Lien Agent may decline such purchase in the First event that such Senior Lien Agent receives a notice of purchase of such Purchase Obligations under the Term/ABL Intercreditor Agreement by providing notice of such other notice of purchase to the Junior Lien Agent representing the Junior Lien Secured Parties submitting the Purchase Notice (including the unreimbursed amount of a “Purchase Rejection”). Such purchase shall: include all issued letters of credit (including First Lien Letters of Credit)principal of, but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), and all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase interest, fees, indemnities, costs and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, expenses in the case of such First Lien Hedge Agreementsrespect of, all amounts owing to Purchase Obligations outstanding at the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date time of purchase. The Purchase Price shall be accompanied by delivery to ; include the Directing First Lien Collateral Agent furnishing of cash collateral to any Senior Lien Agent in immediately available funds, to be deposited under the sole dominion a manner and control of the Directing First Lien Collateral Agent, in such amount as the Directing First such Senior Lien Collateral Agent determines is reasonably necessary to secure secured the First Lien Claimholders letter of credit issuing banks in connection with any issued and outstanding First letters of credit; be made pursuant to an assignment agreement in the form of Exhibit E-1 to any Senior Lien Letters Credit Agreement; and otherwise be subject to the terms and conditions of Credit under this Article 8. Each Senior Lien Lender will retain all rights to indemnification provided in the First relevant Senior Lien Financing Documents but in any event not for all claims and other amounts relating to exceed 105% periods prior to the purchase of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding Purchase Obligations pursuant to the First Lien Financing Documents this Article 8 and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), such rights shall be returned to secured by the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Liens securing the Senior Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearObligations.

Purchase Right. (a) Without prejudice to the enforcement of any the First-Out Secured Parties’ remedies, the First-Out Secured Parties agree that following the first to occur of (a) the acceleration of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) an acceleration of all the First Lien First-Out Obligations in accordance with the terms of the First Lien Financing Documents or applicable First-Out Credit Facility, (iib) the commencement of any an Insolvency or Liquidation Proceeding with respect (which, in the case of an involuntary proceeding, shall continue undismissed for 30 days, unless an order or decree approving or ordering the foregoing shall be entered) or (c) after the occurrence of the Zero Exposure Effective Date (as defined in the Senior Credit Facility), a Priority Lien Default occurs and the First-Out Hedging Counterparty Majority directs the Collateral Agent to pursue remedies (each, a “Purchase Event”), within thirty (30) days of the Purchase Event, one or more of the holders of the Term B Debt or any Obligorof their designated Affiliates (the “Purchasers”) may request by written notice to each First-Out Representative and the First-Out Secured Parties hereby offer such Purchasers the option, the First Lien Claimholders will offer each Second Lien Claimholder the option to purchase at par all, but not less than all, of the entire aggregate outstanding amount of the First Lien outstanding First-Out Obligations (and to assume the entire amount of including unfunded commitments under the First Lien Financing Documents), any First-Out Document) outstanding at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date time of purchase and at par, plus (i) any prepayment penalties or premiums premium that would be applicable upon prepayment of the First Lien ObligationsFirst-Out Obligations and accrued and unpaid interest, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding, at the applicable post-default rate or post-termination event rate and fees (including breakage costs), (2ii) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of any First-Out Hedging Obligations, such First Lien Hedge AgreementsFirst-Out Hedging Agreements shall either be terminated or novated to the Purchasers (or another person designated by such Purchasers which may be an affiliate of the Purchasers) on terms (including, without limitation, any novation fee) acceptable in the sole discretion of the applicable First-Out Hedging Counterparty or other arrangements acceptable in the sole discretion of the applicable First-Out Hedging Counterparty shall have been made and all amounts owing payable to such First-Out Hedging Counterparty in relation thereto shall have been paid in full, (iii) if applicable, the cash collateral to be furnished to the counterparties First-Out Secured Parties providing letters of credit under the First-Out Documents in such amounts (not to exceed 105% thereof) as such First-Out Secured Party determines is reasonably necessary to secure such First-Out Secured Party in connection with any such outstanding and undrawn letters of credit) and (iv) in the case of any First-Out Obligations in respect of Cash Management Arrangements, the amount that would be payable to First-Out Secured Parties, including all amounts payable as a result of the termination (or early termination) thereof, in any event, without warranty or representation or recourse (except for representations and (3) all accrued and unpaid feeswarranties required to be made by assigning lenders pursuant to customary assignment documentation). Promptly following the receipt of such notice, expenses and other amounts owed each First-Out Representative will deliver to the First Lien Claimholders under Term B Representative a statement of the First Lien Documents on amount of the date First-Out Obligations provided by the First-Out Secured Parties represented by such First-Out Representative, if any, then outstanding and the amount of purchase. The Purchase Price shall the cash collateral requested by such First-Out Representative to be accompanied by delivery delivered pursuant to the Directing First Lien Collateral Agent of cash collateral in immediately available fundsapplicable First-Out Documents. If such right is exercised, the First-Out Secured Parties and the Term B Secured Parties shall endeavor to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents close promptly thereafter but in any event not to exceed 105% within ten (10) Business Days of the sum request. If one or more of (x) the aggregate undrawn amount of all Term B Secured Parties exercise such First Lien Letters of Credit outstanding purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Financing First-Out Representatives and the purchasing Term B Secured Parties. If none of the Term B Secured Parties timely exercises such right the Term B Secured Parties shall have no further obligations pursuant to this Section 2.5 for such Purchase Event and may take any further actions in their sole discretion in accordance with the First-Out Documents and (y) this Agreement. Each First-Out Secured Party will retain all rights to indemnification provided in the aggregate facing relevant First-Out Document for all claims and similar fees which will accrue thereon through other amounts relating to the stated maturity period prior to the purchase of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing First-Out Obligations pursuant to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearSection 2.5.

Purchase Right. (a) Without prejudice to the enforcement of any If all of the First Lien Claimholder’s rights or remedies under this Agreement, Obligations shall have been accelerated (including any other First Lien Financing Documents, at law or automatic acceleration in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) an acceleration of all the First Lien Obligations in accordance connection with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorBorrower or Guarantor) or shall remain unpaid immediately following the maturity date thereof, the Second Lien Claimholders shall have the option at any time upon two (2) Business Days’ prior written notice by the Second Lien Collateral Agent to the First Lien Administrative Agent (with copies to the Company), to purchase all, and not less than all, of the First Lien Obligations from the First Lien Administrative Agent and the First Lien Claimholders. Such notice from the Second Lien Collateral Agent to the First Lien Administrative Agent shall be irrevocable. (b) On the date specified by the Second Lien Collateral Agent in such notice (which shall not be less than two (2) Business Days, nor more than ten (10) Business Days, after the receipt by the First Lien Administrative Agent of the notice from the Second Lien Collateral Agent of the election by the Second Lien Claimholders to exercise such option), the First Lien Administrative Agent and the First Lien Claimholders will offer each shall sell to the Second Lien Claimholders exercising such option, and such Second Lien Claimholders shall purchase from the First Lien Administrative Agent and the First Lien Claimholders, the First Lien Obligations without the prior written consent of any Borrower or Guarantor; provided, that the time for purchasing the First Lien Obligations may, in the sole and exclusive reasonable discretion of the First Lien Administrative Agent, be extended to the extent reasonably necessary to consummate the transactions contemplated by the purchase option set forth herein. (c) Upon the date of such purchase and sale (or such later date if such date is extended pursuant to the proviso at the end of the immediately preceding paragraph), the Second Lien Claimholders that have exercised such option shall, pursuant to documentation in form and substance reasonably satisfactory to the First Lien Administrative Agent, (i) pay to the First Lien Claimholders as the purchase price therefor the full amount of all the First Lien Obligations then outstanding and unpaid (including principal, reimbursement obligations in respect of, if any, letters of credit, the credit exposure of the First Lien Claimholders under all Hedge Agreements, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses) at par, (ii) cash collateralize, if any, all letters of credit outstanding under the First Lien Credit Agreement in an amount reasonably satisfactory to the First Lien Administrative Agent but in no event greater than 105% of the aggregate undrawn face amount thereof, (iii) agree to reimburse the First Lien Administrative Agent and the First Lien Claimholders for any checks or other payments provisionally credited to the First Lien Obligations, and/or as to which the First Lien Administrative Agent or any First Lien Claimholder has not yet received final payment, (iv) agree to provide cash collateral and/or reimburse the First Lien Administrative Agent and the First Lien Claimholders for any indemnification obligations of any Borrower or any Guarantor under the First Lien Credit Agreement or First Lien Credit Documents as to matters or circumstances known to the First Lien Administrative Agent or First Lien Claimholders at the time of the purchase and sale that are being transferred in connection with such purchase and sale, in amounts and under terms and conditions acceptable to the First Lien Administrative Agent in its reasonable discretion, with the Second Lien Claimholders who provide such reimbursement being subrogated to the rights of the First Lien Claimholders in all respects, and (v) agree to indemnify and hold harmless the First Lien Administrative Agent and the First Lien Claimholders from or against any loss, liability, claim, damage or expense (including reasonable fees and expenses of legal counsel) arising out of any claim asserted by any Person in respect of the First Lien Obligations or Collateral as a result of any acts or omissions by the Second Lien Collateral Agent or Second Lien Claimholders occurring after the date of the purchase and sale. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the First Lien Administrative Agent for the ratable account of the First Lien Administrative Agent and the First Lien Claimholders as the First Lien Administrative Agent may designate in writing to the Second Lien Collateral Agent for such purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Second Lien Claimholders that have exercised such option to the bank account designated by the First Lien Administrative Agent are received in such bank account prior to 12:00 noon, Central time and interest shall be calculated to and including such Business Day if the amounts so paid by such Second Lien Claimholders to the bank account designated by the First Lien Administrative Agent are received in such bank account later than 12:00 noon, Central time on such Business Day. (d) Such purchase at par shall be expressly made without recourse, representation or warranty of any kind by the entire aggregate outstanding First Lien Administrative Agent or any First Lien Claimholder as to the First Lien Obligations owed to such Person or otherwise, except that each such Person shall represent and warrant: (i) the amount of the First Lien Obligations being sold by it, (ii) that such Person has not created any Lien on any First Lien Obligation being sold by it and (iii) that such Person has the right to assume assign First Lien Obligations being assigned by it and its assignment is duly authorized. (e) If the entire amount of unfunded commitments under Second Lien Collateral Agent shall give the First Lien Financing Documents)Administrative Agent written notice of any Second Lien Claimholder’s intention to exercise the purchase option provided under this Section 5.6 prior to the foreclosure, at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty sale or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among other realization by the First Lien Claimholders. The “Purchase Price” will equal Administrative Agent with respect to such Collateral, the sum of: (1) First Lien Administrative Agent shall not continue such foreclosure action or initiate any other action to sell or otherwise realize upon any of the principal amount of all loans, advances or similar extensions of credit included in Collateral so long as the purchase and sale with respect to the First Lien Obligations provided for herein shall have closed within the ten (including 10) Business Day period thereafter (or such longer period if the unreimbursed amount of all issued letters of credit (including time for such purchase is extended) and the First Lien Letters of Credit), but excluding Administrative Agent and the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment Claimholders shall have received payment in full of the First Lien Obligations, Obligations as provided for herein within such ten (210) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination Business Day period (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturityextended period). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear.

Purchase Right. (a) Without prejudice to the enforcement of any If there is (1) an acceleration of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) an acceleration of all the First Lien Nexstar Obligations in accordance with the terms First Lien Nexstar Credit Agreement, (2) an acceleration of the First Lien Financing Documents Mission Obligations in accordance with the First Lien Mission Credit Agreement, (3) a payment default under the First Lien Nexstar Credit Agreement that is not cured, or waived by First Lien Nexstar Claimholders, within 60 days after the date on which such payment was due (iiafter giving effect to any grace and cure period), (4) a payment default under the First Lien Mission Credit Agreement that is not cured, or waived by First Lien Mission Claimholders, within 60 days after the date on which such payment was due (after giving effect to any grace and cure period), or (5) the commencement of any an Insolvency or Liquidation Proceeding with respect to any ObligorProceeding, (each a “Purchase Event”), then Second Lien Claimholders may purchase all, but not less than all, of both the First Lien Claimholders will offer each Second Lien Claimholder the option to purchase at par the entire aggregate outstanding amount of the Nexstar Obligations and First Lien Mission Obligations (the “Purchase Obligations”). Such purchase will (A) include all principal of, and to assume the entire amount of unfunded commitments under the all accrued and unpaid interest, fees and expenses in respect of, all First Lien Financing Documents), Nexstar Obligations and First Lien Mission Obligations outstanding at the Purchase Price time of purchase, (together with the deposit of cash collateral B) be made pursuant to an “Assignment and Assumption” (as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included such term is defined in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations Nexstar Credit Agreement and First Lien Banking Services AgreementsMission Credit Agreement) whereby Second Lien Claimholders will assume all rights, including, in the case all funding commitments and Obligations of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Nexstar Claimholders under the First Lien Nexstar Loan Documents on the date and of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Mission Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Mission Loan Documents but in any event not to exceed 105% of other than under the sum of Secured Nexstar Hedge Agreements, Secured Nexstar Cash Management Agreements, Secured Mission Swap Agreements and Secured Mission Cash Management Agreements, and (xC) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant otherwise be subject to the First Lien Financing Documents terms and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity conditions of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear.this

Purchase Right. (a) Without prejudice to the enforcement of any of the First Senior Lien Claimholder’s rights or Claimholders’ remedies under the Senior Lien Loan Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First the Senior Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that Claimholders agree at any time following (i) the occurrence and during the continuation of an acceleration Event of all Default under the First Junior Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorIndenture, the First Junior Lien Claimholders will offer each Second Lien Claimholder have the option to purchase at par the entire aggregate amount (but not less than the entirety) of outstanding amount of the First Senior Lien Obligations (and to assume the entire amount of including unfunded commitments under the First any Senior Lien Financing Loan Documents), ) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c5.7(d), on a pro rata basis among the First Senior Lien Claimholders. , which option may be exercised by less than all of the Junior Lien Claimholders so long as all the accepting Junior Lien Claimholders shall when taken together purchase such entire aggregate amount as set forth above. (b) The “Purchase Price” will equal the sum of: of (1) the principal full amount of all loansSenior Lien Obligations then-outstanding and unpaid at par (including principal, advances or similar extensions of credit included accrued but unpaid interest and fees and any other unpaid amounts, including breakage costs and, in the First case of any secured hedging obligations, the amount that would be payable by the relevant Grantor thereunder if such Grantor were to terminate the hedge agreement in respect thereof on the date of the purchase or, if not terminated, an amount determined by the relevant Senior Lien Obligations (including the unreimbursed amount Claimholder to be necessary to collateralize its credit risk arising out of all issued letters of credit (including First Lien Letters of Credit)such agreement, but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon premiums) (which, for the avoidance of doubt, shall not include any acceleration prepayment of the First Lien Obligationspenalties or premiums), (2) the net aggregate amount then owing cash collateral (the “XX Xxxx Collateral”) to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing be furnished to the counterparties Senior Lien Claimholders providing letters of credit under the Senior Lien Loan Documents in such amount (not to exceed 101% thereof) as a result such Senior Lien Claimholders determine is reasonably necessary to secure such Senior Lien Claimholders in connection with any such outstanding and undrawn letters of the termination (or early termination) thereof, credit and (3) all accrued and unpaid fees, expenses and other amounts (including attorneys’ fees and expenses) owed to the First Senior Lien Claimholders under or pursuant to the First Senior Lien Loan Documents on the date of purchase. The Purchase Price purchase to the extent not allocable to Excess Senior Lien Obligations. (c) If the Junior Lien Claimholders (or any subset of them) exercise the purchase option pursuant to Section 5.7(a) above, it shall be accompanied by delivery exercised pursuant to documentation mutually acceptable to each of the Directing First Senior Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under and the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Junior Lien Collateral Agent determines is reasonably necessary and the parties shall use commercially reasonable efforts to secure close promptly after such exercise. Each Senior Lien Claimholder will retain all rights to indemnification provided in the First relevant Senior Lien Loan Documents for all claims and other amounts relating to periods prior to the purchase of the Senior Lien Obligations pursuant to this Section 5.7. (d) The purchase and sale of the Senior Lien Obligations under this Section 5.7 will be without recourse and without representation or warranty of any kind by the Senior Lien Claimholders, except that the Senior Lien Claimholders shall severally and not jointly represent and warrant to the Junior Lien Claimholders that on the date of such purchase, immediately before giving effect to the purchase; (1) the principal of and accrued and unpaid interest on the Senior Lien Obligations, and the fees and expenses thereof owed to the respective Senior Lien Claimholders, are as stated in any assignment agreement prepared in connection with any issued the purchase and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% sale of the sum Senior Lien Obligations; and (2) each Senior Lien Claimholder owns the Senior Lien Obligations purported to be owned by it free and clear of any Liens granted by it (x) other than participation interests not prohibited by the aggregate undrawn amount of all such First Senior Lien Letters of Credit outstanding pursuant Loan Documents, in which case the Purchase Price will be appropriately adjusted so that the Junior Lien Claimholders do not pay amounts represented by participation interests to the First extent that the Junior Lien Financing Documents and (y) Claimholders expressly assume the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturityobligations under such participation interests). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear.

Purchase Right. (a) Without prejudice Following the occurrence of (i) the receipt by the Second Lien Priority Secured Representatives of written notice by any First Lien Priority Representative or First Lien Priority Secured Party of their intent to the enforcement of any accelerate payment of the First Lien Claimholder’s rights Priority Obligations or remedies under this Agreementto commence any Enforcement Action with respect to any Common Collateral (or acceleration or the actual commencement of any such Enforcement Action), any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorLoan Party, the or (iii) a payment default under any First Lien Claimholders will offer each Priority Agreement which has not been cured or waived by the applicable creditors within 30 days after the occurrence thereof (each, a “Purchase Event”), any one or more of the Second Lien Claimholder Priority Secured Parties shall have the option at any time within 90 days after the occurrence of a Purchase Event upon five (5) Business Days’ prior irrevocable written notice (the “Purchase Notice”), which may be delivered by a Second Lien Priority Representative on such Second Lien Priority Secured Parties’ behalf, to the Controlling First Lien Priority Representative to purchase at par the entire aggregate outstanding amount all (but not less than all) of the First Lien Priority Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together as defined in Section 4.4(c) below). The First Lien Priority Obligations shall be purchased by all of the Second Lien Priority Secured Parties giving the Purchase Notice to the Controlling Second Lien Priority Representative of their intent to exercise the purchase option hereunder ratably in accordance with the deposit amount of cash collateral as set forth belowSecond Lien Priority Obligations held by them, unless otherwise agreed in writing among such Second Lien Priority Secured Parties. (b) On the date specified by the Second Lien Priority Representative or a Second Lien Priority Secured Party in the Purchase Notice (which shall be a Business Day not less than five Business Days, nor more than ten Business Days, after receipt by the First Lien Priority Representative of the Purchase Notice, the First Lien Priority Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Second Lien Priority Secured Parties electing to purchase pursuant to Section 4.4(a) (each such Second Lien Priority Secured Party, a “Purchasing Party,” and together, the “Purchasing Parties”), without warranty or representation or recourse except as provided and the Purchasing Parties shall purchase (the “Purchase”) from the First Lien Priority Secured Parties, the First Lien Priority Obligations; provided, that the First Lien Priority Obligations purchased shall not include any rights of First Lien Priority Secured Parties with respect to indemnification and other obligations of the Loan Parties under the First Lien Priority Documents that are expressly stated to survive the termination of the First Lien Priority Documents (the “Surviving Obligations”). (c) Without limiting the obligations of the Loan Parties under the First Lien Priority Documents to the First Lien Priority Secured Parties with respect to the Surviving Obligations (which shall not be transferred in Section 5.7(cconnection with the Purchase), on a pro rata basis among the date of the Purchase, the Purchasing Parties shall (i) pay to the First Lien Claimholders. The Priority Secured Parties as the purchase price (the “Purchase Price” will equal ”) therefor the sum of: (1) the principal full amount of all loansFirst Lien Priority Obligations then outstanding and unpaid (including principal, advances or similar extensions interest, fees, breakage costs, non-contingent indemnity claims, attorneys’ fees and expenses, and, in the case of any Hedging Obligations, the amount that would be payable by the relevant Loan Party thereunder if it were to terminate such Hedging Obligations on the date of the Purchase or, if not terminated, an amount reasonably determined by the relevant First Lien Priority Secured Party to be necessary to collateralize its credit included in risk arising out of such Hedging Obligations), (ii) furnish cash collateral (the “Cash Collateral”) to the First Lien Obligations (including Priority Secured Parties in such amounts as the unreimbursed amount of all issued letters of credit (including relevant First Lien Letters of Credit), but excluding the undrawn amount of then Priority Secured Parties determine is reasonably necessary to secure such First Lien Priority Secured Parties in connection with any outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn face amount of all such letters of credit), (iii) agree to reimburse the First Lien Letters of Credit outstanding pursuant Priority Secured Parties for any loss, cost, damage or expense (including attorneys’ fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First Lien Financing Documents Priority Obligations but as to which the First Lien Priority Secured Parties have not yet received final payment and (yiv) without duplication of any amount paid pursuant to clause (i), pay unpaid indemnification obligations of the aggregate facing Loan Parties under the First Lien Priority Documents as to matters or circumstances known to the Purchasing Parties at the time of the Purchase and similar fees for which will accrue thereon through a claim has been asserted in the stated maturity amount of any loss, cost, damage or expense to any of the First Lien Letters Priority Secured Parties . (d) The Purchase Price and Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of Credit the First Lien Priority Representative as it shall designate to the Purchasing Parties. The First Lien Priority Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Purchase Price to the First Lien Priority Secured Parties in accordance with the First Lien Priority Agreement. Interest shall be calculated to but excluding the day on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the First Lien Priority Representative are received in such account prior to 2:00 p.m., New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the account designated by the First Lien Priority Representative are received in such account later than 2:00 p.m., New York City time. (assuming no drawings thereon before stated maturity). It is understood e) The Purchase shall be made without representation or warranty of any kind by the First Lien Priority Secured Parties as to the First Lien Priority Obligations, the Common Collateral or otherwise and agreed without recourse to the First Lien Priority Secured Parties, except that the First Lien Priority Secured Parties shall represent and warrant: (i) at the time any facing or similar fees are owing to an issuer with respect to any amount of the First Lien Letter of CreditPriority Obligations being purchased, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any that the First Lien Letter of Credit, Priority Secured Parties own the Directing First Lien Priority Obligations free and clear of any liens or encumbrances and (iii) that the First Lien Priority Secured Parties have the right to assign the First Lien Priority Obligations and the assignment is duly authorized. (f) For the avoidance of doubt, unless a Second Lien Priority Representative shall have expressly elected to participate in the Purchase as a Purchasing Party, in no event shall a Second Lien Priority Representative have any obligation to furnish any portion of the Purchase Price, Cash Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to or any other payment made as described above in this paragraph (a), those amounts (if any) then on deposit connection with the Directing Purchase to the First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearPriority Secured Parties.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time within thirty (30) days following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, the Second Lien Claimholders (other than any Disqualified Institution, as defined in either the First Lien Credit Agreement or the Initial Second Lien Document) may request, and upon such request, the First Lien Claimholders will offer each Second Lien Claimholder Claimholder, the option to purchase at par the entire aggregate outstanding amount (but not less than the entire aggregate outstanding amount) of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above in this paragraph (a) have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear.

Purchase Right. (a) Without prejudice to the enforcement of any of the 2024 First Lien Claimholder’s rights or Claimholders’ remedies under the 2024 First Lien Loan Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each the 2024 First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that Claimholders agree at any time following the first to occur of (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii1) the commencement of any Insolvency or Liquidation Proceeding Proceeding, (2) the acceleration of the 2024 First Lien Obligations or taking of any Enforcement Action, (3) a payment default with respect to any Obligor2024 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 will offer each shall be obligated to sell on the date provided in the notice to 2024 First Lien Claimholders of the exercise of such purchase option by the Second Lien Claimholder Claimholders (the option to purchase at par “Proposed Purchase Date”), the entire aggregate amount (but not less than the entirety) of outstanding amount of the 2024 First Lien Obligations (and to assume the entire amount of unfunded commitments under the but specifically excluding any Excess First Lien Financing Documents), Obligations on or prior to the Proposed Purchase Date) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c5.7(d), on a pro rata basis among the 2024 First Lien Claimholders. The “Purchase Price” will equal , which option may be exercised by less than all of the sum of: Second Lien Claimholders so long as all the accepting Second Lien Claimholders shall when taken together purchase such entire aggregate amount as set forth above; provided that (1A) the principal amount Proposed Purchase Date must be no later than ten (10) Business Days after the date upon which any Second Lien Claimholder provides notice to the 2024 First Lien Claimholders of all loansits intent to exercise the purchase right contemplated hereby, advances or similar extensions of credit included in (B) if any Second Lien Claimholder fails to purchase the 2024 First Lien Obligations on the Proposed Purchase Date in accordance with the 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 Section 5.7 and (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition InterestC) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing prior to the counterparties as a result of Proposed Purchase Date the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the 2024 First Lien Claimholders under may exercise any Equity Rights in accordance with the 2024 First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearLoan Documents.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this AgreementSecured Parties’ remedies, any other the First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees Secured Parties agree that at any time following (ia) an acceleration of all the First Lien Secured Obligations in accordance with the terms of the First Lien Financing Loan Documents or (b) the commencement of a Bankruptcy/Liquidation Proceeding by or against any Grantor (each, a “Purchase Event”), one or more of the Second Lien Secured Parties may request within 30 days after the first date on which a Purchase Event occurs, and the First Lien Secured Parties hereby offer the Second Lien Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of First Lien Secured Obligations outstanding at the time of purchase at (a) in the case of First Lien Secured Obligations other than First Lien Secured Obligations arising under Swap Contracts or in connection with undrawn letters of credit, par (including any premium (to the extent then payable) set forth in the First Lien Credit Agreement or other applicable First Lien Loan Document on the date hereof, interest, expenses and fees (including Post-Petition Interest)), and (b) in the case of First Lien Secured 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 commencement xxxx-to-market value of any Insolvency or Liquidation Proceeding such Swap Contract, as determined by the counterparty to the Grantor thereunder with respect to any Obligor, the First Lien Claimholders will offer each Second Lien Claimholder the option to purchase at par the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together such Swap Contract in accordance with the deposit of cash collateral as set forth below)terms thereof and in accordance with customary methods for calculating xxxx-to-market amounts under similar arrangements by such counterparty, 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 provided defined in Section 5.7(c), on a pro rata basis among the applicable First Lien ClaimholdersLoan Document)). The “Purchase Price” will equal In the sum of: (1) the principal amount case of all loans, advances or similar extensions of credit included in the any First Lien Secured Obligations (including the unreimbursed amount in respect of all issued letters of credit (including reimbursement obligations in connection therewith), simultaneous with the purchase of the other First Lien Letters of Credit)Secured Obligations, but excluding the undrawn amount of then outstanding purchasing Second Lien Secured Parties shall provide First Lien Secured Parties who issued such letters of credit cash collateral in such amounts (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interestnot to exceed 103% thereof) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the as such First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines Parties determine is reasonably necessary to secure the such First Lien Claimholders Secured Parties in connection with any issued outstanding and outstanding First Lien Letters undrawn letters of Credit under credit. If such right is exercised, the First Lien Financing Documents parties shall endeavor to close promptly thereafter but in any event not to exceed 105% within 10 Business Days of the sum request. If one or more of (x) the aggregate undrawn amount Second Lien Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of all such the Designated First Lien Letters Representative and the Designated Second Lien Representative. If none of Credit outstanding pursuant to the Second Lien Secured Parties exercise such right within 30 days after the first date on which a Purchase Event occurs, the First Lien Financing Documents Secured Parties shall have no further obligations pursuant to this Section 2.09 for such Purchase Event and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of may take any further actions in their sole discretion in accordance with the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood Security Documents and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearAgreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor’ remedies, the First Lien Claimholders will offer each agree that upon a Purchase Event, one or more of the Second Lien Claimholder Claimholders will have the option right to purchase at par the entire aggregate outstanding amount of the outstanding First Lien Obligations (and to assume the entire amount of including unfunded commitments under the First Lien Financing Documents)Credit Agreement) at par plus (x) accrued interest, at fees and expenses (without regard to any prepayment penalty or premium) and (y) the Purchase Price (together with the deposit provision of cash collateral as set forth below)in an amount equal to the undrawn amount of all outstanding letters of credit and similar instruments issued under the First Lien Loan Documents and the prepayment of letter of credit or similar fees to accrue through expiration on all such letters of credit and similar instruments, without warranty or representation or recourse (except as provided in Section 5.7(cthat each of the First Lien Claimholders 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 among the across First Lien Claimholders. The If one or more of the Second Lien Claimholders choose to exercise such right, 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, but in any event within ten (10) Business Days following notice of the exercise of the Second Lien Claimholders’ purchase right (the “Purchase Price” will equal 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 sum of: (1) the principal amount of all loansother Second Lien Claimholders. If more than one Second Lien Claimholder elects to exercise its purchase option in accordance with this Section 5.6, advances or similar extensions of credit included in the First Lien Obligations (including shall be purchased by such Second Lien Claimholders on a pro rata basis according to the unreimbursed amount of all issued letters of credit (including First Second Lien Letters of Credit), but excluding Obligations owing to each Second Lien Claimholder that has exercised its purchase right on the undrawn date on which the applicable Purchase Event occurs relative to the aggregate amount of then outstanding letters of credit (including Second Lien Obligations owing on such date to all Second Lien Claimholders that have exercised their purchase right. If the undrawn amount of then outstanding First Second Lien Letters of Credit)Claimholders choose to exercise their purchase right, all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of such purchase and any prepayment penalties or premiums that would shall be applicable upon prepayment effected pursuant to documentation mutually acceptable to each of the First Lien Obligations, Collateral Agent and the Second Lien Collateral Agent (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, includingand, in the case event more than one Second Lien Claimholder has exercised its purchase right, in a single closing). If the Second Lien Claimholders elect not to exercise their purchase right under this Section 5.6 (or do not so irrevocably provide notice of such First Lien Hedge Agreementsexercise within the required timeframe or close the purchase within the Purchase Period, all amounts owing unless such failure is to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed due solely to breach by the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available fundsthis Agreement), to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding shall have no further obligations pursuant to this Section 5.6. The First Lien Letters Claimholders shall not commence any enforcement action during the Purchase Period; provided, if, upon expiration of Credit under the Purchase Period, the parties have not closed the transaction, the First Lien Financing Documents but Claimholders may commence any enforcement action in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to their sole discretion in accordance with the First Lien Financing Credit Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearAgreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or Claimholders’ remedies under the First Lien Loan Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each the First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees Claimholders agree that at any time following following: (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents Credit Agreement, (ii) a payment default in respect of principal or interest under the First Lien Credit Agreement that has not been cured or waived by the First Lien Claimholders within 60 days of the occurrence thereof or (iiiii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorProceeding, the First Lien Claimholders Collateral Agent, on behalf of the First Lien Claimholders, will offer each the Second Lien Claimholder Claimholders, including the Second Lien Noteholders, by written notice to the Second Lien Collateral Agent, the option to purchase at par the entire aggregate outstanding amount of the outstanding First Lien Obligations (and to assume the entire amount of including unfunded commitments under the First Lien Financing Documents), Credit Agreement) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed an amount in cash equal to 103% of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Creditcredit), and all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and (but excluding any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligationspremiums), (2) the net aggregate amount then owing to counterparties First Lien Lender Counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, including all amounts owing to the counterparties First Lien Lender Counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Loan Documents on the date of purchase. The Purchase Price shall be accompanied by delivery purchase to the Directing extent not allocable to Excess First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearObligations.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing the Loan Agreement Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees the Agent and Loan Agreement Creditors agree that at any time following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligorif a Purchase Event occurs, the First Lien Claimholders Loan Agreement Creditors will offer each Second Lien Claimholder the option permit GM or GM’s designee to purchase at par purchase, as provided in this Section 5, the entire aggregate outstanding amount of the First Lien outstanding Loan Agreement Obligations (and to assume the entire amount of including unfunded commitments to extend credit under the First Lien Financing Documents)Loan Agreement) at par, at plus, to the Purchase Price extent not included in the definition of Loan Agreement Obligations (together with x) accrued interest, fees and expenses (excluding any acceleration prepayment penalties or premiums) and (y) the deposit provision of cash collateral as set forth below)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 letter of credit or similar fees to accrue through expiration on all such letters of credit and similar instruments, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to an assignment agreement substantially in the form used to assign interests to Loan Agreement creditors under the Loan Agreement Documents (an “Assignment Agreement”) and a warranty of title as provided in Section 5.7(cto Loan Agreement Obligations being purchased). If GM elects to purchase the Loan Agreement Obligations, GM must deliver a notice (a “Purchase Notice”) to the Agent during the Exercise Period (as defined below), on a pro rata basis among the First Lien Claimholders. The “which Purchase Price” Notice will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at be signed by GM or its designee offering to make such purchase (the time any facing or similar fees are owing “Purchasing Creditors”) and, if such purchase is to be made by GM’s designee, shall include an issuer with respect unconditional guarantee by GM of such designee’s obligation to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same make such purchase and (ii) upon any drawing under any First Lien Letter state that (A) it is a Purchase Notice delivered pursuant to Section 5 of Creditthis Agreement, (B) the Directing First Lien Collateral Agent shall apply amounts deposited Purchasing Creditor is irrevocably offering to purchase all of the Senior Obligations at the purchase price in accordance with it as described above to repay this Section 5, and (C) the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph date on which such purchase occurs (athe “Purchase Date”), those amounts (if any) then on deposit with which date must not be less than 5 Business Days, nor more than 30 days after the Directing First Lien Collateral Agent Agent’s receipt of the Purchase Notice. The right to purchase the Loan Agreement Obligations as cash collateral, described in this paragraph 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 otherwise ceases to exist (a) which exceed 105% the “Exercise Period”). The purchase and sale of the sum Loan Agreement Obligations will be made pursuant to an Assignment Agreement. If 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 aggregate undrawn amount Exercise Period, unless such failure is to due solely to breach by the Agent or Loan Agreement Creditors of all then outstanding First Lien Letters of Credit and this Agreement), the aggregate facing and similar fees (Loan Agreement Creditors will have no further obligations pursuant to the respective issuers) which will accrue thereon through the stated maturity this Section 5, but without prejudice to any claims of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned Loan Agreement Creditors against GM and any other Purchasing Creditors for failure to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearperform.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or ABL Claimholders’ remedies under the ABL Loan Documents in respect of the ABL Priority Collateral, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following if there is (i) an acceleration of all any of the First Lien ABL Obligations in accordance with the terms of the First Lien Financing Documents applicable ABL Loan Documents, (ii) a payment default under any ABL Loan Document that has not been cured or waived by the applicable ABL Claimholders within 60 days of the occurrence thereof or (iiiii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorABL Grantor (each event, a “Purchase Event”), then the First Lien Term Loan Claimholders will offer each Second Lien Claimholder may within 20 Business Days of such Purchase Event purchase (the option to purchase at par “Purchase Period”) the entire aggregate amount (but not less than the entirety) of outstanding amount of the First Lien ABL Obligations (and to assume the entire amount of including unfunded commitments under the First Lien Financing Documents), any ABL Loan Document that have not been terminated at such time) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c5.7(d), on a pro rata basis among the First Lien ABL Claimholders. The Within ten (10) Business Days of the occurrence of a Purchase Event, the Term Loan Claimholders desiring to purchase all of the ABL Obligations (the “Purchasing Creditors”) may deliver a written notice (the “Purchase Price” will equal Notice”) to the sum of: ABL Collateral Agent that (1) is signed by the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien ObligationsPurchasing Creditors, (2) states that delivery of such Purchase Notice constitutes an irrevocable election by (A) the net aggregate amount then owing Purchasing Creditors to counterparties under First Lien Hedge Agreements governing collectively purchase the First Lien Secured Hedging ABL Obligations for the Purchase Price (defined below) and First Lien Banking Services Agreements, including, (B) each Purchasing Creditor to purchase the percentage of all of the ABL Obligations stated in the case of such First Lien Hedge AgreementsPurchase Notice for that Purchasing Creditor, which percentages must aggregate exactly 100% for all amounts owing to the counterparties as a result of the termination (or early termination) thereofPurchasing Creditors, and (34) all accrued and unpaid feesdesignates a purchase date (the “Purchase Date”) on which the purchase will occur, expenses and other amounts owed that is at least 5 but not more than 20 Business Days after the ABL Collateral Agent’s receipt of the Purchase Notice and, in any event, before the expiration of the Purchase Period. A Purchase Notice will be ineffective if it is received by the ABL Collateral Agent after the occurrence giving rise to the First Lien Claimholders under Purchase Event is waived, cured, or otherwise ceases to exist. Upon the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien ABL Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary ’s receipt of an effective Purchase Notice conforming to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Creditthis Section 5.7, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above Purchasing Creditors will be irrevocably obligated to pay same purchase, and (ii) upon any drawing under any First Lien Letter of Creditthe ABL Claimholders will be irrevocably obligated to sell and assign, the Directing First Lien Collateral Agent shall apply amounts deposited ABL Obligations in accordance with it as described above and subject to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearSection 5.7.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or Claimholders’ remedies under the First Lien Loan Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each the First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that Claimholders agree at any time following the earliest to occur of (i) an acceleration of all any of the First Lien Obligations in accordance with the terms of the applicable First Lien Financing Documents or Loan Documents, (ii) a payment default under any First Lien Loan Document that has not been cured or waived by the applicable First Lien Claimholders within 60 days of the occurrence thereof, (iii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorGrantor, (iv) the occurrence and continuation of an event of default under any Second Lien Loan Documents, or (v) any request by any First Lien Claimholders will offer each Collateral Agent for the release of any Second Lien Claimholder Collateral Agent’s Liens on the option Collateral (other than in accordance with Section 5.1(b) at any time when no default or event of default exists under any First Lien Loan Documents or any Second Lien Loan Documents) (each a “Purchase Event”), then the Second Lien Claimholders shall have the option, but not the obligation, to elect to purchase at par the entire aggregate outstanding amount all, but not less than all, of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c5.7(d), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit)and assume all, but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit)not less than all, all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligationsthen existing funding commitments, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreementsif any, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Loan Documents on by giving a written notice (the date “Purchase Notice”) to each First Lien Representative no later than the tenth (10th) Business Day after the Second Lien Claimholders receive notice of purchasethe occurrence of the Purchase Event. The A Purchase Price Notice once delivered shall be accompanied irrevocable. Such Purchase Notice may be delivered by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control less than all of the Directing First Second Lien Collateral Agent, in Claimholders so long as all such Second Lien Claimholders shall when taken together purchase such entire aggregate amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided set forth above) shall be returned to the respective purchaser or purchasers, as their interests appear.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this AgreementClaimholders remedies, any other the First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that Claimholders agree at any time following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents Credit Agreement, the First Lien Claimholders, (ii) a payment default under the First Lien Credit Agreement that has not been cured or waived by the First Lien Secured Parties within 60 days of the occurrence thereof or (iiiii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorProceeding, will offer the First Second Lien Claimholders will offer each Second Lien Claimholder the option to purchase at par the entire aggregate outstanding amount of the outstanding First Lien Obligations (and to assume the entire amount of including unfunded commitments under the First Lien Financing Documents), Credit Agreement) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse [except as provided in Section 5.7(c)], on a pro rata basis among the across First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien amounts drawn on Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), and all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and (but excluding any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligationspremiums), (2) the net aggregate amount then owing to counterparties under Hedge Agreements that are First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services AgreementsLoan Documents, including, in the case of such First Lien Hedge Agreements, including all amounts owing to the counterparties as a result of the termination (or early termination) thereofthereof and the net amount then owing in respect of Borrower Cash Management Arrangement Obligations, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders Creditors under the First Lien Loan Documents on the date of purchase. The Purchase Price shall be accompanied by delivery purchase to the Directing extent not allocable to Excess First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearObligations.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following If (i) after the occurrence of an acceleration Event of Default, the ABL Agent shall sell, lease, license or dispose of all the First Lien Obligations in accordance with the terms or substantially all of the First Lien Financing Documents ABL Priority Collateral by private or public sale, (ii) the commencement of any an Insolvency or Liquidation Proceeding with respect to the Parent or the Lead Borrower shall have occurred or shall have been commenced, or (iii) the ABL Obligations under the ABL Credit Agreement shall have been accelerated (including as a result of any Obligorautomatic acceleration) or shall remain unpaid following the Scheduled Termination Date (as defined in the ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the First Lien Claimholders will offer each Second Lien Claimholder Term Secured Parties shall have the option opportunity to purchase (at par the entire aggregate outstanding amount and without premium) all (but not less than all (other than Excess ABL Obligations (unless such purchaser so elects in its sole discretion))) of the First Lien ABL Obligations pursuant to this Section 3.8; provided, that such option shall expire if the applicable Term Secured Parties fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Lead Borrower within ten (10) Business Days following the first date the Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the applicable Term Secured Parties committing to such purchase (the “Purchasing Creditors”) and indicate the percentage of the ABL Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL Obligations (other than Excess ABL Obligations (unless such purchaser so elects in its sole discretion))) and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: B) state that (1) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the principal offer contained therein is irrevocable. Upon receipt of such Purchase Notice by the ABL Agent, the Purchasing Creditors shall have from the date of delivery thereof to and including the date that is ten (10) Business Days after the Purchase Notice was received by the ABL Agent to purchase all (but not less than all (other than Excess ABL Obligations (unless such purchaser so elects in its sole discretion))) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”). (b) On the Purchase Date, the ABL Agent and the other ABL Secured Parties shall, subject to any required approval of any Governmental Authority and any limitation in the ABL Credit Agreement, in each case then in effect, if any, sell to the Purchasing Creditors all (but not less than all (other than Excess ABL Obligations (unless such purchaser so elects in its sole discretion))) of the ABL Obligations. On such Purchase Date, the Purchasing Creditors shall (i) pay to the ABL Agent, for the benefit of the ABL Secured Parties, as directed by the ABL Agent, in immediately available funds the full amount (at par and without premium) of all loans, advances or similar extensions of credit included in the First Lien ABL Obligations (including the unreimbursed amount of all issued letters of credit other than Excess ABL Obligations (including First Lien Letters of Creditunless such purchaser so elects in its sole discretion)) then outstanding, but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), together with all accrued and unpaid interest (including Post-Petition Interest) thereon through and fees thereon, all in the date of purchase and any prepayment penalties or premiums that would be amounts determined in accordance with the applicable upon prepayment of the First Lien ObligationsABL Documents, (2ii) the net aggregate furnish such amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount funds as the Directing First Lien Collateral ABL Agent determines is reasonably necessary to secure the First Lien Claimholders ABL Secured Parties in connection with any (x) indemnification obligations of the ABL Credit Parties under the ABL Documents (other than on account of contingent indemnification obligations for which no claim has then been asserted), (y) ABL Cash Management Obligations and ABL Bank Product Obligations, or (z) issued and outstanding First Lien Letters letters of Credit credit issued under the First Lien Financing Documents but ABL Credit Agreement but, with respect to this clause (z), not in any event not to exceed in an amount greater than 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters outstanding letters of Credit outstanding pursuant to credit issued in US Dollars (and in the First Lien Financing Documents and case of clauses (x), (y) and (z) herein above, the aggregate facing ABL Agent will (1) on a quarterly basis upon the Term Agent’s request, review such outstanding indemnification obligations, ABL Cash Management Obligations and similar fees which will accrue thereon through ABL Bank Product Obligations and letters of credit remaining at such time (collectively, the stated maturity “Cash Collateralized Obligations”) and, to the extent that the ABL Agent determines that such Cash Collateralized Obligations have been reduced by an amount not less than 25% of the First Lien Letters amount of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at cash collateral then in possession of the time any facing or similar fees are owing to an issuer ABL Agent with respect to any First Lien Letter of Creditsuch Cash Collateralized Obligations, then the Directing First Lien Collateral ABL Agent may apply amounts deposited with it as described above shall promptly pay over such excess amount to pay same the Term Agent, and (ii2) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as the ABL Agent has determined that there are no longer any such Cash Collateralized Obligations and there are no unreimbursed amounts then owing in respect of such Cash Collateralized Obligations, then such remaining cash collateral then in possession of the ABL Agent with respect to such Cash Collateralized Obligations shall be promptly paid over to the Term Agent) and (iii) agree to reimburse the ABL Secured Parties for any loss, cost, damage or expense (A) resulting from the granting of provisional credit for any checks, wire or ACH transfers that are reversed or not final or other payments provisionally credited to the ABL Obligations under the ABL Credit Agreement and as to which the ABL Agent and other ABL Secured Parties have not yet received final payment as of the Purchase Date, or (B) for any indemnification obligations (other than on account of contingent indemnification obligations for which no claim has then been asserted), ABL Cash Management Obligations and ABL Bank Product Obligations or letters of credit, to the extent that the cash collateral delivered pursuant to clauses (x), (y) and (z), above, are insufficient to pay such ABL Obligations in full (other than to the extent resulting from the ABL Agent’s or any other ABL Secured Party’s gross negligence or willful misconduct, as determined in a final, non-appealable judgment from a court of competent jurisdiction). Such purchase price shall be remitted by wire transfer in immediately available funds to such bank account of the ABL Agent (for the benefit of the ABL Secured Parties) as the ABL Agent shall have specified in writing to the Term Agent; provided that the ABL Agent agrees to notify the applicable Term Secured Parties of all First amounts to be paid or in respect of which cash collateral is to be provided within three (3) Business Days of receipt of any Purchase Notice. Interest and fees shall be calculated to but excluding the Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account prior to 1:00 p.m., New York time, and interest shall be calculated to and including such Purchase Date if the amounts so paid by the applicable Term Lenders to the bank account designated by the ABL Agent are received in such bank account after 1:00 p.m., New York time. (c) Any purchase pursuant to the purchase option set forth in this Section 3.8 shall, except as provided below, be expressly made without representation or warranty of any kind by the ABL Agent or the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, and without recourse to the ABL Agent and the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, except that the ABL Agent and each of the other ABL Secured Parties, as to itself only, shall represent and warrant only (i) the principal amount of the ABL Obligations being sold by it, (ii) that such Person has not created any Lien Letters on any ABL Obligations being sold by it, (iii) that such Person has the right to assign the ABL Obligations being assigned by it and its assignment agreement has been duly authorized and delivered, and (iv) such other representations, if any, as are set forth in the Assignment and Assumption (as defined in, and in the form annexed to, the ABL Credit Agreement as in effect on the date hereof). (d) Upon notice to the Credit Parties by the Term Agent that the purchase of ABL Obligations pursuant to this Section 3.8 has been consummated by delivery of the purchase price to the ABL Agent, the Credit Parties shall treat the applicable Term Lenders as holders of the ABL Obligations and the Term Agent shall be deemed appointed to act and shall serve in such capacity as the “agent” or “administrative agent” (or analogous capacity) (the “Replacement Agent”) under the ABL Documents, for all purposes hereunder and under each ABL Document (it being agreed that the ABL Agent shall have been cancelledno obligation to act as such replacement “agent” or “administrative agent” (or analogous capacity)). In connection with any purchase of ABL Obligations pursuant to this Section 3.8, expired each ABL Lender and ABL Agent agrees to enter into and deliver to the applicable Term Lenders on the Purchase Date, as a condition to closing, an assignment agreement customarily used by the ABL Agent in connection with the ABL Credit Agreement and the ABL Agent and each other ABL Lender shall deliver all possessory collateral (if any), together with any necessary endorsements and other documents (including any applicable stock powers or been fully drawnbond powers), then in its possession or in the possession of its agent or bailee, or turn over control as to any pledged collateral, deposit accounts or securities accounts of which it or its agent or bailee then has control, as the case may be, to the Replacement Agent, and after deliver the loan register and participant register, if applicable and all applications described above have been madeother records pertaining to the ABL Obligations to the Replacement Agent and otherwise take such actions as may be reasonably appropriate or reasonably requested by the Term Agent to effect an orderly transition to the Replacement Agent. Upon the consummation of the purchase of the ABL Obligations pursuant to this Section 3.8, any excess cash collateral then on deposit with the Directing First Lien Collateral ABL Agent (and all other agents under the ABL Credit Agreement) shall resign as described above in this paragraph an “agent” or “administrative agent” for the ABL Secured Parties under the ABL Documents; provided that (a) the ABL Agent (and not previously applied or released as provided aboveall other agents under the ABL Credit Agreement) shall be returned entitled to all of the rights and benefits of a former “agent” or “administrative agent” under the ABL Credit Agreement, and (b) the ABL Agent shall hold or maintain control of the Control Collateral then in its possession or control as gratuitous bailee for the Term Secured Parties solely for purposes of perfecting the Lien held by such Secured Parties until such time as such Control Collateral may be transferred to the respective purchaser or purchasersReplacement Agent. (e) Notwithstanding the foregoing purchase of the ABL Obligations by the Purchasing Creditors, as the ABL Secured Parties shall retain those contingent indemnification obligations and other obligations under the ABL Documents which by their interests appearexpress terms would survive any repayment of the ABL Obligations pursuant to this Section 3.8.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or North America ABL Claimholders’ remedies under the North America ABL Loan Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that the North America ABL Claimholders agree at any time following (i) an acceleration of all any of the First Lien North America ABL Obligations in accordance with the terms of the First Lien Financing applicable North America ABL Loan Documents by the North America ABL Claimholders, (ii) a payment default under the North America ABL Loan Documents or that has not been cured or waived by the North America ABL Claimholders under the North America ABL Loan Documents within 90 days of the occurrence thereof or (iiiii) the commencement of any Insolvency or Liquidation Proceeding with respect to involving any ObligorGrantor resulting in a North America ABL Default under any of the North America ABL Loan Documents then, the First Notes Pari Passu Lien Claimholders will offer each Second Lien Claimholder shall have the option right to purchase at par from the North America ABL Claimholders, the entire aggregate outstanding amount of the First Lien outstanding North America ABL Obligations (and to assume the entire amount of including all unfunded commitments under the First Lien Financing North America ABL Loan Documents), ) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien North America ABL Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien North America ABL Obligations (including the unreimbursed amount of all issued amounts drawn on letters of credit (including First Lien Letters of Credit)credit, but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Creditcredit), and all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and (but excluding any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligationspremiums), (2) the net aggregate amount then owing to counterparties under First Lien Hedge Hedging Agreements governing which constitutes a portion of the First Lien Secured Hedging North America ABL Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, (including all amounts owing to the counterparties as a result of the termination (or early termination) thereof), if any, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien North America ABL Claimholders under the First Lien applicable North America ABL Loan Documents on the date of purchasepurchase to the extent not allocable to any Excess North America ABL Obligations. (b) Upon receipt by the North America ABL Claimholders of irrevocable written notice from one or more of the Notes Pari Passu Lien Claimholders electing to exercise the right to purchase the North America ABL Obligations pursuant to this Section 5.7 (the “Electing Notes Pari Passu Lien Claimholders”), the North America ABL Claimholders shall sell the North America ABL Obligations to the Electing Notes Pari Passu Lien Claimholders and the parties shall endeavor to close promptly thereafter. The purchase and sale of the North America ABL Obligations shall be made pursuant to documentation mutually acceptable to the North America ABL Agent(s) under the applicable North America ABL Loan Documents evidencing such North America ABL Obligations and the Electing Notes Pari Passu Lien Claimholders, which documents shall require that in addition to paying the Purchase Price the Electing Notes Pari Passu Lien Claimholders shall be accompanied by delivery also furnish cash collateral to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, North America ABL Claimholders in such amount amounts (not to exceed 105% thereof) as the Directing First Lien Collateral Agent determines relevant North America ABL Claimholders determine is reasonably necessary to secure the First Lien such North America ABL Claimholders in connection with any issued North America ABL Obligations relating to outstanding and outstanding First undrawn letters of credit, if any. If the North America ABL Claimholders deliver written notice to the Notes Collateral Trustee requesting that the Notes Pari Passu Lien Letters Claimholders notify the North America ABL Claimholders if the Notes Pari Passu Lien Claimholders intend to exercise the right to purchase the North America ABL Obligations pursuant to this Section 5.7, then the Notes Pari Passu Lien Claimholders shall have ten (10) Business Days to deliver written notice thereof to the North America ABL Claimholders. If, following delivery of Credit under such notice from the First North America ABL Claimholders, the Notes Pari Passu Lien Financing Claimholders do not elect to exercise the right to purchase the North America ABL Obligations within such period, the North America ABL Claimholders shall have no further obligations pursuant to this Section 5.7 and may take any further actions in their sole discretion in accordance with the North America ABL Loan Documents but evidencing the North America ABL Obligations and this Agreement. Each North America ABL Claimholder will retain all rights to indemnification provided in any event not the relevant ABL Loan Documents evidencing the North America ABL Obligations for all claims and other amounts relating to exceed 105% periods prior to the purchase of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding North America ABL Obligations pursuant to the First Lien Financing Documents this Section 5.7. (c) The purchase and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity sale of the First North America ABL Obligations under this Section 5.7 will be without recourse and without representation or warranty of any kind by the North America ABL Claimholders, except that the North America ABL Claimholders shall severally and not jointly represent and warrant to the Electing Notes Pari Passu Lien Letters Claimholders that on the date of Credit (assuming no drawings thereon such purchase, immediately before stated maturity). It is understood and agreed that giving effect to the purchase: (i) at the time principal of and accrued and unpaid interest on the North America ABL Obligations, and the fees and expenses thereof owed to the respective North America ABL Claimholders, are as stated in any facing or similar fees are owing to an issuer assignment agreement prepared in connection with respect to any First Lien Letter the purchase and sale of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and North America ABL Obligations; and (ii) upon each North America ABL Claimholder owns the North America ABL Obligations purported to be owned by it free and clear of any drawing under any First Liens (other than participation interests not prohibited by the North America ABL Loan Documents evidencing such North America ABL Obligations, in which case the Purchase Price will be appropriately adjusted so that the Electing Notes Pari Passu Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply Claimholders do not pay amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (represented by participation interests to the respective issuers) which will accrue thereon through extent that the stated maturity of Electing Notes Pari Passu Lien Claimholders expressly assume the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturityobligations under such participation interests), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or North America ABL Claimholders’ remedies under the North America ABL Loan Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that the North America ABL Claimholders agree at any time following (i) an acceleration of all any of the First Lien North America ABL Obligations in accordance with the terms of the First Lien Financing applicable North America ABL Loan Documents by the North America ABL Claimholders, (ii) a payment default under the North America ABL Loan Documents or that has not been cured or waived by the North America ABL Claimholders under the North America ABL Loan Documents within 90 days of the occurrence thereof or (iiiii) the commencement of any Insolvency or Liquidation Proceeding with respect to involving any ObligorGrantor resulting in a North America ABL Default under any of the North America ABL Loan Documents then, the First Notes Pari Passu Lien Claimholders will offer each Second Lien Claimholder shall have the option right to purchase at par from the North America ABL Claimholders, the entire aggregate outstanding amount of the First Lien outstanding North America ABL Obligations (and to assume the entire amount of including all unfunded commitments under the First Lien Financing North America ABL Loan Documents), ) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien North America ABL Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien North America ABL Obligations (including the unreimbursed amount of all issued amounts drawn on letters of credit (including First Lien Letters of Credit)credit, but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Creditcredit), and all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and (but excluding any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligationspremiums), (2) the net aggregate amount then owing to counterparties under First Lien Hedge Hedging Agreements governing which constitutes a portion of the First Lien Secured Hedging North America ABL Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, (including all amounts owing to the counterparties as a result of the termination (or early termination) thereof), if any, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien North America ABL Claimholders under the First Lien applicable North America ABL Loan Documents on the date of purchase. The Purchase Price shall be accompanied by delivery purchase to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event extent not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect allocable to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearExcess North America ABL Obligations.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following If (i) an acceleration of all the First Lien Obligations in accordance Insolvency Proceeding with the terms of the First Lien Financing Documents respect to any Grantor shall have occurred or shall have been commenced or (ii) the commencement Revolving Obligations under the Revolving Credit Agreement shall have been accelerated (including as a result of any Insolvency automatic acceleration) or Liquidation Proceeding with respect shall remain unpaid following the latest stated maturity date therefor (as determined by reference to any Obligorthe Revolving Credit Agreement) (each such event described in clauses (i) and (ii) herein above, a “Purchase Option Event”), the First Lien Claimholders Term Loan Lenders or any of them, as applicable, shall have the opportunity to purchase (at par and without premium) all (but not less than all) of the Revolving Obligations pursuant to this Section 3.7; provided that such option shall expire if Term Loan Agent fails to deliver a written notice (a “Purchase Notice”) to Revolving Agent (with a copy to the Lead Borrower) within ten (10) business days following the date Term Loan Agent receives written notice from Revolving Agent of such Purchase Option Event (and describing in reasonable detail the then outstanding Revolving Obligations and then existing Revolving Loan Documents), which Purchase Notice shall (A) be executed and delivered by Term Loan Agent (whether or not Term Loan Agent will be a Purchasing Creditor) and the applicable Term Loan Lenders committing to such purchase (the “Purchasing Creditors”) and indicate the percentage of the Revolving Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must equal 100% of the Revolving Obligations) and (B) (1) state that it is a Purchase Notice delivered pursuant to Section 3.7 of this Agreement, (2) identify the Person who shall be appointed by the Purchasing Creditors to act as the “agent” or “administrative agent” (or analogous capacity) under the Revolving Loan Documents upon completion of such purchase (the “Replacement Agent”) and contain an irrevocable, affirmative statement by such Person to the effect that it agrees that it will act in such capacity upon completion of such purchase, and (3) state that the offer contained therein is irrevocable. Upon receipt of such Purchase Notice by Revolving Agent, the Purchasing Creditors shall have from the date of delivery thereof to and including the date that is ten (10) business days after the Purchase Notice was received by Revolving Agent to purchase all (but not less than all) of the Revolving Obligations pursuant to this Section 3.7 (the date of such purchase, the “Purchase Date”). Term Loan Agent and each Second Lien Claimholder Term Loan Lender hereby acknowledges and agrees that any Purchase Notice (or any notice purporting or intended to be a Purchase Notice) which does not satisfy in all respects the conditions and terms set forth in this Section 3.7(a) shall be ineffective for all purposes under this Agreement as if the same had not been delivered to Revolving Agent. Each Grantor consents to such sale. (b) The Term Loan Lenders agree, solely as among themselves, that upon the occurrence of any Purchase Option Event, upon Term Loan Agent’s receipt of written notice of such Purchase Option Event from Revolving Agent, Term Loan Agent shall send a notice to each Term Loan Lender giving each Term Loan Lender the option to purchase at par the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a least its pro rata basis among share (based upon the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the then outstanding principal amount of loans pursuant to the Term Loan Agreement then in effect) of the Revolving Obligations. No Term Loan Claimholder shall be required to participate in any purchase offer hereunder, and each Term Loan Claimholder acknowledges and agrees that a purchase offer may be made by any or all loansof the Term Loan Lenders, advances subject to the requirements of the preceding sentence. The provisions of this clause (b) are intended solely for the benefit of the Term Loan Lenders and may be modified, amended or similar extensions waived by them without the approval of credit included any Grantor, Revolving Agent, any Revolving Claimholder, or otherwise. This Section 3.7(b) shall not be deemed to impose any duty or obligation whatsoever on Revolving Agent or any other Revolving Claimholder including any obligation to confirm that Term Loan Agent has taken any action required under this Section 3.7(b). (c) On the Purchase Date, Revolving Agent and the other Revolving Claimholders shall, subject to any required approval of any Governmental Authority, applicable law, and any limitation in the First Lien Obligations Revolving Credit Agreement, in each case then in effect, if any, sell to the Purchasing Creditors all (including but not less than all) of the unreimbursed Revolving Obligations. On such Purchase Date, the Purchasing Creditors shall (i) pay to Revolving Agent, for the benefit of the Revolving Claimholders, as directed by Revolving Agent, in immediately available funds the full amount (at par and without premium) of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of Revolving Obligations then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), together with all accrued and unpaid interest (including Post-Petition Interest) thereon through and fees thereon, all in the date of purchase amounts specified by Revolving Agent and any prepayment penalties or premiums that would be determined in accordance with the applicable upon prepayment of the First Lien ObligationsRevolving Loan Documents, (2ii) the net aggregate furnish such amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount funds as the Directing First Lien Collateral Revolving Agent determines is reasonably necessary to secure the First Lien Revolving Claimholders in connection with any (x) contingent Revolving Obligations described in clause (ii) of the definition of Discharge of Revolving Obligations or (y) issued and outstanding First Lien Letters letters of Credit credit issued under the First Lien Financing Documents Revolving Credit Agreement but not in any event not to exceed in an amount greater than 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters outstanding letters of Credit outstanding pursuant to credit (and in the First Lien Financing Documents case of clauses (x) and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity herein above, any excess of such cash collateral for such Revolving Obligations described in clause (ii) of the First Lien Letters definition of Discharge of Revolving Obligations or letters of credit remaining at such time when there are no longer any such Revolving Obligations described in clause (ii) of the definition of Discharge of Revolving Obligations or letters of credit outstanding and there are no unreimbursed amounts then owing in respect of such Revolving Obligations described in clause (ii) of the definition of Discharge of Revolving Obligations or drawings under such letters of credit shall be promptly paid over to the Replacement Agent) and (iii) agree to reimburse the Revolving Claimholders for any loss, cost, damage or expense resulting from the granting of provisional credit for any checks, wire or ACH transfers that are reversed or not final or other payments provisionally credited to the Revolving Obligations under the Revolving Credit Agreement and as to which Revolving Agent and Revolving Claimholders have not yet received final payment as of the Purchase Date and that have been disclosed to the Purchasing Creditors in writing prior to the Purchase Date. Such purchase price shall be remitted by wire transfer in immediately available funds to such bank account of Revolving Agent (assuming no drawings thereon before stated maturity)for the benefit of the Revolving Claimholders) as Revolving Agent shall have specified in writing to the Purchasing Creditors. It is understood Interest and agreed fees shall be calculated to but excluding the Purchase Date if the amounts so paid by the Purchasing Creditors to the bank account designated by Revolving Agent are received in such bank account prior to 1:00 p.m., New York time, and interest shall be calculated to and including such Purchase Date if the amounts so paid by the Purchasing Creditors to the bank account designated by Revolving Agent are received in such bank account after 1:00 p.m., New York time. (d) Any purchase pursuant to the purchase option set forth in this Section 3.7 shall, except as provided below, be expressly made without representation or warranty of any kind by Revolving Agent or the other Revolving Claimholders as to the Revolving Obligations, the collateral or otherwise, and without recourse to Revolving Agent and the other Revolving Claimholders as to the Revolving Obligations, the collateral or otherwise, except that Revolving Agent and each of the Revolving Claimholders, as to itself only, shall represent and warrant only as to the matters set forth in the assignment agreement to be entered into as provided herein in connection with such purchase, which shall include (i) at the time any facing or similar fees are owing to an issuer identification of the primary documents evidencing, together with respect to any First Lien Letter a description in reasonable detail of Creditthe amounts that comprise, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and Revolving Obligations being sold by it, (ii) upon that such Person has not created any drawing under Lien on any First Lien Letter Revolving Obligations being sold by it, and (iii) that such Person has the right to assign the Revolving Obligations being assigned by it and its assignment agreement has been duly authorized and delivered. (e) Upon notice to the Grantors by the Replacement Agent that the purchase of CreditRevolving Obligations pursuant to this Section 3.7 has been consummated by delivery of the purchase price to Revolving Agent, the Directing First Lien Collateral Grantors shall treat the Purchasing Creditors as holders of the Revolving Obligations and the Replacement Agent shall apply amounts deposited be deemed appointed to act in such capacity as Revolving Agent under the Revolving Documents, for all purposes hereunder and under each Revolving Loan Document (it being agreed that Revolving Agent replaced by the Replacement Agent shall have no obligation to continue to act as Revolving Agent as to the Purchasing Creditors or the Revolving Credit Agreement). In connection with it any purchase of Revolving Obligations pursuant to this Section 3.7, each Revolving Claimholder and Revolving Agent agrees to enter into and deliver to the Purchasing Creditors on the Purchase Date, as described above a condition to repay closing, an assignment agreement customarily used by Revolving Agent in connection with the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts Revolving Credit Agreement and Revolving Agent and each other Revolving Claimholder shall deliver all possessory collateral (if any) ), together with any necessary endorsements and other documents (including any applicable stock powers or bond powers), then on deposit with in its possession or in the Directing First Lien Collateral Agent possession of its agent or bailee, or turn over control as cash to any pledged collateral, described in this paragraph (a) deposit accounts or securities accounts of which exceed 105% of the sum of the aggregate undrawn amount of all it or its agent or bailee then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawnhas control, as the case may be, to the Replacement Agent, and after deliver the loan register and participant register, if applicable and all applications described above have been madeother records pertaining to the Revolving Obligations to the Replacement Agent and otherwise take such actions as may be reasonably appropriate to effect an orderly transition to the Replacement Agent. Upon the consummation of the purchase of the Revolving Obligations pursuant to this Section 3.7, any excess cash collateral then on deposit with the Directing First Lien Collateral Revolving Agent as described above in this paragraph (a) (and not previously applied or released as provided aboveall other agents under the Revolving Credit Agreement) shall be returned deemed to have resigned as an “agent” or “administrative agent” for the respective purchaser Revolving Claimholders under the Revolving Loan Documents; provided that Revolving Agent (and all other agents under the Revolving Credit Agreement) shall be entitled to all of the rights and benefits of a former agent, administrative agent, collateral agent, or purchasersany similar term or designation under the Revolving Credit Agreement. (f) Notwithstanding the foregoing purchase of the Revolving Obligations by the Purchasing Creditors, the Revolving Claimholders shall retain those contingent indemnification obligations and other obligations under the Revolving Loan Documents which by their express terms would survive any repayment of the Revolving Obligations or termination of the Revolving Credit Agreement or any other Revolving Loan Document, as their interests appearapplicable.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) If there is an acceleration of all the First Senior Lien Obligations in accordance with the terms of the First any Senior Lien Financing Documents or Credit Agreement (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, the First Lien Claimholders will offer each Second Lien Claimholder the option to purchase at par the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documentsa “Purchase Event”), at then the Purchase Price Junior Lien Secured Parties (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis based on their outstanding Junior Lien Obligations, unless otherwise agreed among the First such Junior Lien Claimholders. The Secured Parties) may purchase, by submitting a notice (a “Purchase Price” will equal the sum of: Notice”) within 15 Business Days of any such Purchase Event, all, but not less than all, of (1x) the principal amount of all loans, advances or similar extensions of credit included in the First Senior Lien Obligations and (including y) all obligations that would have been Senior Lien Obligations but for the unreimbursed amount last sentence of all issued letters the definition of credit “Senior Lien Obligations” (including First Lien Letters of Creditthe obligations referred to in clauses (x) and (y), but excluding collectively, the undrawn amount of then outstanding letters of credit “Purchase Obligations”) for the Purchase Price. Such purchase shall: (including the undrawn amount of then outstanding First Lien Letters of Credit)a) include all principal of, and all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase interest, fees, indemnities, costs and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, expenses in the case of such First Lien Hedge Agreementsrespect of, all amounts owing to Purchase Obligations outstanding at the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date time of purchase. The Purchase Price shall be accompanied by delivery to ; (b) include the Directing First Lien Collateral Agent furnishing of cash collateral to any Senior Lien Agent in immediately available funds, to be deposited under the sole dominion a manner and control of the Directing First Lien Collateral Agent, in such amount as the Directing First such Senior Lien Collateral Agent determines is reasonably necessary to secure secured the First Lien Claimholders letter of credit issuing banks in connection with any issued and outstanding First letters of credit; (c) be made pursuant to an assignment agreement in the form of Exhibit E-1 to any Senior Lien Letters Credit Agreement; and (d) otherwise be subject to the terms and conditions of Credit under this Article 8. Each Senior Lien Lender will retain all rights to indemnification provided in the First relevant Senior Lien Financing Documents but in any event not for all claims and other amounts relating to exceed 105% periods prior to the purchase of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding Purchase Obligations pursuant to the First Lien Financing Documents this Article 8 and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), such rights shall be returned to secured by the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Liens securing the Senior Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearObligations.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or Claimholders’ remedies under the First Lien Loan Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each the First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that Claimholders agree at any time following the first to occur of (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii1) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorProceeding, (2) the First Lien Claimholders will offer each Second Lien Claimholder the option to purchase at par the entire aggregate outstanding amount acceleration of the First Lien Obligations or taking of any Enforcement Action, (3) a payment default with respect to any 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 to assume the entire amount of unfunded commitments under the First Lien Financing DocumentsClaimholders shall be obligated to sell on the date provided in the notice to First Lien Claimholders of the exercise of such purchase option by the Second Lien Claimholders (the “Proposed Purchase Date”), the entire aggregate amount (but not less than the entirety) of outstanding First Lien Obligations (but specifically excluding any Excess First Lien Obligations on or prior to the Proposed Purchase Date) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c5.7(d), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal , which option may be exercised by less than all of the sum of: Second Lien Claimholders so long as all the accepting Second Lien Claimholders shall when taken together purchase such entire aggregate amount as set forth above; provided that (1A) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations Proposed Purchase Date must be no later than ten (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest10) thereon through Business Days after the date of purchase and upon which any prepayment penalties or premiums that would be applicable upon prepayment of the First Second Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed Claimholder provides notice to the First Lien Claimholders under of its intent to exercise the purchase right contemplated hereby, (B) if any Second Lien Claimholder fails to purchase the First Lien Documents Obligations on the date Proposed Purchase Date in accordance with the provisions of purchase. The Purchase Price this Section 5.7, such Second Lien Claimholder and its Affiliates shall be accompanied by delivery no longer have the right to exercise a purchase right under this Section 5.7 and (C) prior to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure Proposed Purchase Date the First Lien Claimholders may exercise any Equity Rights in connection accordance with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearLoan Documents.

Purchase Right. (a) Without prejudice to the enforcement of the remedies by the Senior Lenders, the Subordinated Lender (or any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (ithem) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, the First Lien Claimholders will offer each Second Lien Claimholder shall have the option to purchase at par (in the entire aggregate outstanding amount sole discretion of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1Subordinated Lender) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105100% of the sum of (xi) all of the Senior Debt then outstanding at par (comprising principal, interest, attorneys’ fees and expenses), plus (ii) the aggregate undrawn total amount of loans and/or commitments provided by the Senior Lenders pursuant to any DIP Financing; provided that such option may only be exercised by the Subordinated Lenders at any time prior to or within ten (10) Business Days after the entry of a final order of the bankruptcy court approving the DIP Financing. (b) If the Subordinated Lenders exercise the purchase right set out in this Section 2.10, the Agent and Senior Lenders shall unconditionally and irrevocably waive the payment of any fees or other amounts payable to any of them under the terms of any fee letters or other similar agreement as of and from the date of the notice of exercise of the purchase option and shall not claim payment or reimbursement of any such waived amounts from the Credit Parties, the Issuer or any of its subsidiaries or the Subordinated Lenders. (c) The Senior Lenders shall from time to time promptly upon reasonable written request of the Subordinated Lenders, advise the Subordinated Lenders in writing of the amount of all such First Lien Letters of Credit the Senior Debt then outstanding (comprising principal, interest, attorneys’ fees and expenses) and the total amount of loans and/or commitments provided by the Senior Lenders pursuant to any DIP Financing. (d) If the First Lien Financing Documents and purchase right described in this Section 2.10 is exercised, the parties shall endeavor to close promptly thereafter but in any event within ten (y10) the aggregate facing and similar fees which will accrue thereon through the stated maturity Business Days of the First Lien Letters written notice to the Senior Lenders pursuant to which such right is exercised. (e) Nothing in this Section shall affect or otherwise restrict any of Credit the rights or remedies of the Agent or any of the Senior Lenders including, without limitation, any rights to commence, continue or prosecute any Enforcement Action related to, or accelerate, the Senior Debt, provided that the Agent and the Senior Lenders, to the extent they may do so without prejudice to the rights of the holders of the Senior Debt, shall suspend the prosecution of any Enforcement Action during the period following notice of the exercise of the option in this Section 2.10 by the Subordinated Xxxxxx. (assuming no drawings thereon before stated maturity)f) The Senior Debt Purchase shall be consummated pursuant to documentation mutually acceptable to the parties and shall contain provisions customary in such documents. It is understood and agreed that Concurrently with payment to an account or accounts designated by the Agent for the benefit of the Senior Lenders, by wire transfer of immediately available funds, of the Senior Debt Purchase Price, the Senior Lenders shall (i) at deliver or cause to be delivered to the time any facing Subordinated Lender, all Senior Loan Documents, as amended and supplemented, then held by or similar fees are owing to an issuer with respect to any First Lien Letter on behalf of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same Senior Lenders and (ii) upon executed in favor of the (g) Nothing in this Section shall affect or otherwise restrict any drawing under of the rights or remedies of the Agent or any First Lien Letter of Creditthe Senior Lenders including, without limitation, any rights to commence, continue or prosecute any Enforcement Action related to, or accelerate, the Directing First Lien Collateral Senior Debt, provided that the Agent and the Senior Lenders, to the extent they may do so without prejudice to the rights of the holders of the Senior Debt, shall apply amounts deposited with it as described above to repay suspend the respective unpaid drawing. After giving effect to prosecution of any payment made as described above Enforcement Action during the period following notice of the exercise of the option in this paragraph (a), those amounts (if any) then on deposit with Section 2.10 by the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearSubordinated Lender.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time within thirty (30) days following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, the Second Lien Claimholders (other than any Disqualified Institution, as defined in either the First Lien Credit Agreement or the Initial Second Lien Document) may request, and upon such request, the First Lien Claimholders will offer each Second Lien Claimholder Claimholder, the option to purchase at par the entire aggregate outstanding amount (but not less than the entire aggregate outstanding amount) of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents, if any), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above in this paragraph (a) have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following If (i) an acceleration the ABL Agent or “Requisite Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all the First Lien Obligations in accordance with the terms or substantially all of the First Lien Financing Documents ABL Priority Collateral by private or public sale, (ii) the commencement of any an Insolvency or Liquidation Proceeding with respect to the Borrower or Holdings shall have occurred or shall have been commenced, or (iii) the ABL Obligations under the ABL Credit Agreement shall have been accelerated (including as a result of any Obligorautomatic acceleration) or shall remain unpaid following the Scheduled Termination Date (as defined in the ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the First Lien Claimholders will offer each Second Lien Claimholder Term Secured Parties shall have the option opportunity to purchase (at par the entire aggregate outstanding amount and without premium) all (but not less than all) of the First Lien ABL Obligations pursuant to this Section 3.8; provided, that such option shall expire if the applicable Term Secured Parties fail to deliver a written notice (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal Notice”) to the sum of: ABL Agent with a copy to the Borrower within ten (10) business days following the first date the Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the applicable Term Secured Parties committing to such purchase (the “Purchasing Creditors”) and indicate the percentage of the ABL Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL Obligations) and (B) state that (1) the principal amount it is a Purchase Notice delivered pursuant to Section 3.8 of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued this Agreement and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case offer contained therein is irrevocable. Upon receipt of such First Lien Hedge AgreementsPurchase 27 Form of J. Crew Intercreditor Agreement Notice by the ABL Agent, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on Purchasing Creditors shall have from the date of purchase. The delivery thereof to and including the date that is ten (10) business days after the Purchase Price shall be accompanied Notice was received by delivery the ABL Agent to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control purchase all (but not less than all) of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding ABL Obligations pursuant to this Section 3.8 (the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity date of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Creditsuch purchase, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a“Purchase Date”), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or Senior Claimholders’ remedies under the Senior Loan Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that the Senior Claimholders agree at any time following the earliest to occur of (i) an acceleration of all any of the First Lien Senior Obligations in accordance with the terms of the First Lien Financing Documents or applicable Senior Loan Documents, (ii) a Senior Payment Default that has not been cured or waived by the applicable Senior Claimholders within 60 days of the occurrence thereof, (iii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorGrantor, (iv) the First occurrence and continuation of an event of default under the Third Lien Loan Documents, or (v) any request by any Senior Collateral Agent for the release of the Third Lien Collateral Agent’s Liens on the Collateral (other than in accordance with Section 6.1(b) at any time when no default or event of default exists under any Senior Loan Documents or the Third Lien Loan Documents) (each a “Purchase Event”), then the Third Lien Claimholders will offer each Second Lien Claimholder shall have the option option, but not the obligation, to elect to purchase at par the entire aggregate outstanding amount all, but not less than all, of the First Lien Senior Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c6.7(d), on and assume all, but not less than all, of the then existing funding commitments, if any, under the Senior Loan Documents by giving a pro rata basis among written notice (the First “Purchase Notice”) to each Senior Representative no later than the tenth (10th) Business Day after the Third Lien ClaimholdersClaimholders receive notice of the occurrence of the Purchase Event. A Purchase Notice once delivered shall be irrevocable. Such Purchase Notice may be delivered by less than all of the Third Lien Claimholders so long as all such Third Lien Claimholders shall when taken together purchase such entire aggregate amount as set forth above.. (b) The “Purchase Price” will equal the sum of: of (1) the principal full amount of all loansSenior Obligations then-outstanding and unpaid at par (including principal, advances accrued but unpaid interest and fees and any other unpaid amounts (in each case whether or similar extensions of credit included not allowed or allowable in any Insolvency Proceeding), including breakage costs and, in the First Lien Obligations (including case of any secured hedging obligations, the unreimbursed amount that would be payable by the relevant Grantor thereunder if such Grantor were to terminate the hedge agreement in respect thereof on the date of all issued letters the purchase or, if not terminated, an amount determined by the relevant Senior Claimholder to be necessary to collateralize its credit risk arising out of credit (including First Lien Letters of Credit)such agreement, but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligationspremiums), (2) the net aggregate amount then owing cash collateral to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed be furnished to the First Lien Claimholders providing letters of credit under the First Lien Loan Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount (not to exceed 105% thereof) as the Directing such First Lien Collateral Agent determines Claimholders determine is reasonably necessary to secure the such First Lien Claimholders in connection with any issued such outstanding and outstanding First Lien Letters undrawn letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear.credit and

Purchase Right. Subject to Section 5.7 of the Intercreditor Agreement: (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or Priority Lenders’ remedies under this Agreement, Agreement or any other First Lien Financing DocumentsLoan Document, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that the Priority Lenders agree at any time following (i) an the final maturity (whether by acceleration or otherwise) of all the First Priority Lien Obligations in accordance with the terms of this Agreement and the First Lien Financing Documents or other Loan Documents, (ii) a payment default under this Agreement or any other Loan Document that has not been cured or waived by the Lenders within sixty (60) days of the occurrence thereof, (iii) the commencement of any Insolvency or Liquidation Proceeding proceeding under any Debtor Relief Law with respect to any ObligorLoan Party or (iv) the commencement of an Enforcement Action by the Administrative Agent or, to the extent permitted by the Loan Documents, any Priority Lender (each of (i) through (iv), a “Purchase Option Trigger Event”), the First Lien Claimholders will offer each Second Lien Claimholder Out Lenders shall have the option (the “Purchase Option”) to purchase at par the entire aggregate amount (but not less than the entirety) of outstanding amount of the First Priority Lien Obligations (and to assume the entire amount of including any unfunded commitments Commitments under the First Lien Financing Documents), this Agreement) at the Purchase Price (together with the deposit of cash collateral as set forth below), “Priority Lien Purchase”) without warranty or representation or recourse except as provided in Section 5.7(c11.30(d), on a pro rata basis among the First Second Out Lenders, which purchase may be made by less than all of the Second Out Lenders so long as all the purchasing Second Out Lenders shall when taken together purchase such entire aggregate amount as set forth above. The Administrative Agent agrees that it will give the Second Out Lenders written notice (the “Priority Lien Claimholders. Enforcement Notice”) not less than five (5) Business Days prior to commencing any Enforcement Action with respect to Collateral or accelerating the Priority Lien Obligations (other than the automatic acceleration of the Priority Lien Obligations as a result of the commencement of a proceeding under any Debtor Relief Law by or against any Loan Party) (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the Administrative Agent is diligently pursuing in good faith such Enforcement Actions, or diligently attempting in good faith to vacate any stay of enforcement rights of the Liens on all or a material portion of the Collateral); provided, however, in the event of any Exigent Circumstance, the Administrative Agent shall not be required to give such five (5) Business Days’ notice and shall instead give such notice as soon as practicable. (b) The “Purchase Price” will equal the sum of: of (1i) the principal full amount of all loans, advances or similar extensions of credit included in the First Priority Lien Obligations then-outstanding and unpaid at par (including principal, accrued but unpaid interest and fees and any other unpaid amounts, including breakage costs), (ii) the unreimbursed Cash Collateral to be furnished to the L/C Issuer providing Letters of Credit under this Agreement in such amount of all issued letters of credit (including First Lien not to exceed 103% thereof) as the L/C Issuer determines is reasonably necessary to secure the L/C Issuer in connection with any such outstanding and undrawn Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2iii) the net aggregate amount then owing cash collateral to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing be furnished to the counterparties as a result relevant Priority Lenders in an amount determined by such Priority Lenders to be reasonably necessary to collateralize their and their Affiliates credit risks arising out of the termination (or early termination) thereofHedging Liability and Bank Product Liability, and (3iv) all accrued and unpaid fees, expenses and other amounts (including attorneys’ fees and expenses) owed to the First Priority Lenders under or pursuant to this Agreement and the other Loan Documents. (c) In order for the Purchase Option to be exercised in respect of any Purchase Option Trigger Event, the Administrative Agent, on behalf of the Second Out Lenders exercising such option, must provide an irrevocable written notice (the “Priority Lien Claimholders Purchase Notice”) to the Priority Lenders in a manner so that the Priority Lien Purchase Notice is actually received by the each Priority Lender no later than 5:00 p.m. (prevailing eastern time) on the thirtieth (30th) day following (x) in the case of a Purchase Option based on a Purchase Option Trigger Event set forth in clauses (i) (with respect to the automatic acceleration of the Priority Lien Obligations as a result of the commencement of any proceeding under any Debtor Relief Law by or against any Loan Party) or (iii) of the First definition thereof, the earlier of (A) the provision of the Priority Lien Enforcement Notice by the Administrative Agent or (B) the occurrence of such Purchase Option Trigger Event and (y) in the case of a Purchase Option based on a Purchase Option Trigger Event set forth in clauses (i) (other than with respect to the automatic acceleration of the Priority Lien Obligations as a result of the commencement of any proceeding under any Debtor Relief Law by or against any Loan Party), (ii) or (iv) of the definition thereof, the later of (A) the provision of the Priority Lien Enforcement Notice by the Administrative Agent or (B) the occurrence of such Purchase Option Trigger Event. If the Second Out Lenders (or any subset of them) exercise such option, it shall be exercised pursuant to documentation based on the form of Assignment and Assumption attached as Exhibit F to this Agreement, with such modifications as are appropriate to reflect differences between the nature of obligations to be purchased pursuant to an assignment of loans under this Agreement and obligations to be purchased pursuant an exercise of the Purchase Option, and provided that the only representations and warranties of the Priority Lenders set forth therein will be as provided in clause (d) below. If the Second Out Lenders fail to exercise the Purchase Option in respect of any Purchase Option Trigger Event within the required timeframe, the Priority Lenders shall have no further obligations pursuant to this Section 11.30 in respect of such Purchase Option Trigger Event and may take any further actions in respect of such Purchase Option Trigger Event in accordance with this Agreement and the other Loan Documents. Upon the Second Out Lenders (or any subset of them) exercising the Purchase Option in respect of any Purchase Option Trigger Event within the required timeframe, the parties hereto shall cooperate in good faith to promptly consummate the Priority Lien Purchase. After the closing of the purchase of all Priority Lien Obligations, the Second Out Lenders may request that the Administrative Agent immediately resign in its capacity as such, and the Administrative Agent shall immediately resign if so requested. Upon such resignation, a new Administrative Agent will be elected or appointed in accordance with Section 10.7 of this Agreement. Each Priority Lender will retain all rights to indemnification provided in this Agreement and the other Loan Documents for all claims and other amounts relating to periods prior to the purchase of the Priority Lien Obligations pursuant to this Section 11.30. (d) The purchase and sale of the Priority Lien Obligations under this Section 11.30 will be without recourse and without representation or warranty of any kind by the Priority Lenders, except that the Priority Lenders shall severally and not jointly represent and warrant to the Second Out Lenders that on the date of such purchase. The Purchase Price shall be accompanied by delivery , immediately before giving effect to the Directing First purchase; (i) the principal of and accrued and unpaid interest on the Priority Lien Collateral Agent of cash collateral Obligations, and the fees and expenses thereof owed to the respective Priority Lenders, are as stated in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders any assignment agreement prepared in connection with any issued the purchase and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% sale of the sum of (x) the aggregate undrawn amount of all such First Priority Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and Obligations; and (ii) upon each Priority Lender owns the Priority Lien Obligations purported to be owned by it free and clear of any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in Liens (other than participation interests not prohibited by this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit Agreement and the aggregate facing and similar fees (other Loan Documents, in which case the Purchase Price will be appropriately adjusted so that the Second Out Lenders do not pay amounts represented by participation interests to the respective issuers) which will accrue thereon through extent that the stated maturity of Second Out Lenders expressly assume the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturityobligations under such participation interests), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this AgreementSecured Parties’ remedies, any other the First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees Secured Parties agree that at any time following (ia) an acceleration of all the First Lien Secured Obligations in accordance with the terms of the First Lien Financing Loan Documents or (b) the commencement of a Bankruptcy/Liquidation Proceeding under the Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against any Grantor (each, a “Purchase Event”), one or more of the Second Lien Secured Parties may request within 30 days after the first date on which a Purchase Event occurs, and the First Lien Secured Parties hereby offer the Second Lien Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of First Lien Secured Obligations outstanding at the time of purchase at (a) in the case of First Lien Secured Obligations other than First Lien Secured Obligations arising under Swap Contracts or in connection with undrawn letters of credit, par (including any premium set forth in the First Lien Credit Agreement or other applicable First Lien Loan Document on the date hereof, interest and fees), and (b) in the case of First Lien Secured 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 commencement xxxx-to-market value of any Insolvency or Liquidation Proceeding such Swap Contract, as determined by the counterparty to the Grantor thereunder with respect to any Obligor, the First Lien Claimholders will offer each Second Lien Claimholder the option to purchase at par the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together such Swap Contract in accordance with the deposit of cash collateral as set forth below)terms thereof and in accordance with customary methods for calculating xxxx-to-market amounts under similar arrangements by such counterparty, without warranty or representation or recourse (except as provided in Section 5.7(cfor representations and warranties required to be made by assigning lenders pursuant to an Assignment and Assumption), on a pro rata basis among . In the case of any First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount Secured Obligations in respect of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including reimbursement obligations in connection therewith), simultaneous with the purchase of the other First Lien Letters of Credit)Secured Obligations, but excluding the undrawn amount of then outstanding purchasing Second Lien Secured Parties shall provide First Lien Secured Parties who issued such letters of credit cash collateral in such amounts (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interestnot to exceed 103% thereof) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the as such First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines Parties determine is reasonably necessary to secure the such First Lien Claimholders Secured Parties in connection with any issued outstanding and outstanding First Lien Letters undrawn letters of Credit under credit. If such right is exercised, the First Lien Financing Documents parties shall endeavor to close promptly thereafter but in any event not to exceed 105% within 10 Business Days of the sum request. If one or more of (x) the aggregate undrawn amount Second Lien Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of all such the Designated First Lien Letters Representative and the Designated Second Lien Representative. If none of Credit outstanding pursuant to the Second Lien Secured Parties exercise such right within 30 days after the first date on which a Purchase Event occurs, the First Lien Financing Documents Secured Parties shall have no further obligations pursuant to this Section 2.09 for such Purchase Event and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of may take any further actions in their sole discretion in accordance with the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood Security Documents and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearAgreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, the First Lien Claimholders will offer each remedies, PDL agrees to give the Second Lien Claimholder Agent written notice (an “Acceleration Notice”) within five (5) Business Days after PDL accelerates the First Lien Obligations. Upon receipt of an Acceleration Notice, the Second Lien Claimholders or, at the election of the Second Lien Agent, an assignee designated by the Second Lien Agent shall have the option to purchase at par the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the outstanding First Lien Obligations (including unfunded commitments under the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit)Credit Agreement) at a purchase price equal to the principal of, but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), and all accrued and unpaid interest (including Post-Petition any Credit Agreement Default Interest), fees and expenses in respect of, all First Lien Obligations outstanding at the time of purchase, and without warranty or representation or recourse. If the Second Lien Claimholders or an assignee designated by the Second Lien Agent desire to exercise such option, the Second Lien Agent shall deliver written notice (a “Purchase Notice”) thereon through to PDL within ten (10) Business Days of the date receipt of the Acceleration Notice, which Purchase Notice once delivered shall be irrevocable, and the parties shall close such purchase within twenty (20) days of the delivery of such Purchase Notice. If the Second Lien Agent delivers a Purchase Notice, the purchase of the First Lien Obligations shall be consummated pursuant to documentation mutually acceptable to each of PDL and the Second Lien Agent or its assignee; provided that the First Lien Obligations so purchased shall not include any prepayment penalties rights of the First Lien Claimholders with respect to indemnification or premiums other obligations of the Grantors under the First Lien Documents that would be applicable upon prepayment are expressly stated to survive the termination of the First Lien Documents. If the Second Lien Agent fails to deliver a Purchase Notice with the timeframe set forth above, or otherwise deliver written notice to PDL that neither the Second Lien Claimholders nor an assignee of the Second Lien Agent desire to purchase the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under shall have no further obligations pursuant to this Section 5.5. Notwithstanding anything to the First Lien Documents on the date of purchase. The Purchase Price contrary set forth in this Section 5.5, nothing herein shall be accompanied by delivery deemed to limit the Directing First Lien Collateral Agent rights of cash collateral in immediately available funds, to be deposited under the sole dominion PDL and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with to commence or to continue to pursue enforcement actions against the Collateral during any issued and outstanding First Lien Letters period prior to or after the delivery or receipt of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing Acceleration Notice or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearPurchase Notice.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or Claimholders’ remedies under the First Lien Loan Documents or this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each the First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that Claimholders agree at any time following (i) an the final maturity (whether by acceleration or otherwise) of all the First Lien Obligations in accordance with the terms of the applicable First Lien Financing Documents Loan Documents, (ii) a payment default (A) under any First Lien Loan Document that has not been cured or waived by the First Lien Claimholders within sixty (60) days of the occurrence thereof or (iiB) under any Second Lien Loan Document that has not been cured or waived by the Second Lien Claimholders, (iii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, Grantor or (iv) the commencement of an Enforcement Action by the First Lien Claimholders will offer Collateral Agent or, to the extent permitted by the First Lien Loan Documents, any First Lien Claimholder (each of (i) through (iv), a “Purchase Option Trigger Event”), the Second Lien Claimholder Claimholders shall have the option (the “Purchase Option”) to purchase at par the entire aggregate amount (but not less than the entirety) of outstanding amount of the First Lien Obligations (and to assume the entire amount of including any unfunded commitments under the First Lien Financing Documents), Credit Agreement) at the Purchase Price (together with the deposit of cash collateral as set forth below), “First Lien Purchase”) without warranty or representation or recourse except as provided in Section 5.7(c5.7(d), on a pro rata basis among the First Lien Claimholders, which purchase may be made by less than all of the Second Lien Claimholders so long as all the purchasing Second Lien Claimholders shall when taken together purchase such entire aggregate amount as set forth above. The First Lien Collateral Agent agrees that it will give the Second Lien Collateral Agent written notice (the “First Lien Enforcement Notice”) not less than five (5) Business Days prior to commencing any Enforcement Action with respect to Collateral or accelerating the First Lien Obligations (other than the automatic acceleration of the First Lien Obligations as a result of the commencement of an Insolvency or Liquidation Proceeding by or against any Grantor) (which notice shall be effective for all Enforcement Actions taken after the date of such notice so long as the First Lien Collateral Agent is diligently pursuing in good faith such Enforcement Actions, or diligently attempting in good faith to vacate any stay of enforcement rights of the Liens on all or a material portion of the Collateral); provided, however, in the event of any Exigent Circumstance, the First Lien Collateral Agent shall not be required to give such five (5) Business Days’ notice and shall instead give such notice as soon as practicable. (b) The “Purchase Price” will equal the sum of: of (1i) the principal full amount of all loansFirst Lien Obligations then-outstanding and unpaid at par (including principal, advances or similar extensions of credit included in accrued but unpaid interest and fees and any other unpaid amounts, including breakage costs), (ii) the cash collateral to be furnished to the First Lien Obligations (including the unreimbursed amount of all issued Claimholders providing letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of under the First Lien Obligations, Credit Agreement in such amount (2not to exceed 103% thereof) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of as such First Lien Hedge AgreementsClaimholders determine is reasonably necessary to secure such First Lien Claimholders in connection with any such outstanding and undrawn letters of credit, all amounts owing (iii) the cash collateral to be furnished to the counterparties as a result relevant First Lien Claimholders in an amount determined by such First Lien Claimholders to be reasonably necessary to collateralize their credit risks arising out of the termination (or early termination) thereofHedging Liability and Bank Product Liability, and (3iv) all accrued and unpaid fees, expenses and other amounts (including attorneys’ fees and expenses) owed to the First Lien Claimholders under or pursuant to the First Lien Loan Documents on the date of purchase. The Purchase Price shall be accompanied by delivery purchase to the Directing extent not allocable to Excess First Lien Obligations. (c) In order for the Purchase Option to be exercised in respect of any Purchase Option Trigger Event, the Second Lien Collateral Agent, on behalf of the Second Lien Claimholders exercising such option, must provide an irrevocable written notice (the “First Lien Purchase Notice”) to the First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under a manner so that the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as Purchase Notice is actually received by the Directing First Lien Collateral Agent determines is reasonably necessary no later than 5:00 p.m. (prevailing eastern time) on the thirtieth (30th) day following (x) in the case of a Purchase Option based on a Purchase Option Trigger Event set forth in clauses (i) (with respect to secure the automatic acceleration of the First Lien Obligations as a result of the commencement of an Insolvency or Liquidation Proceeding by or against any Grantor), (ii)(B) or (iii) of the definition thereof, the earlier of (A) the provision of the First Lien Enforcement Notice by the First Lien Collateral Agent or (B) the occurrence of such Purchase Option Trigger Event and (y) in the case of a Purchase Option based on a Purchase Option Trigger Event set forth in clauses (i) (other than with respect to the automatic acceleration of the First Lien Obligations as a result of the commencement of an Insolvency or Liquidation Proceeding by or against any Grantor), (ii)(A) or (iv) of the definition thereof, the later of (A) the provision of the First Lien Enforcement Notice by the First Lien Collateral Agent or (B) the occurrence of such Purchase Option Trigger Event. If the Second Lien Claimholders (or any subset of them) exercise such option, it shall be exercised pursuant to documentation based on the form of Assignment and Assumption attached as an Exhibit to the First Lien Credit Agreement, with such modifications as are appropriate to reflect differences between the nature of obligations to be purchased pursuant to an assignment of loans under the First Lien Credit Agreement and obligations to be purchased pursuant an exercise of the Purchase Option, and provided that the only representations and warranties of the First Lien Claimholders set forth therein will be as provided in connection with clause (d) below. If the Second Lien Claimholders fail to exercise the Purchase Option in respect of any issued and outstanding Purchase Option Trigger Event within the required timeframe, the First Lien Letters Claimholders shall have no further obligations pursuant to this Section 5.7 in respect of Credit such Purchase Option Trigger Event and may take any further actions in their sole discretion in respect of such Purchase Option Trigger Event in accordance with the First Lien Loan Documents and this Agreement. Upon the Second Lien Claimholders (or any subset of them) exercising the Purchase Option in respect of any Purchase Option Trigger Event within the required timeframe, the parties hereto shall cooperate in good faith to promptly consummate the First Lien Purchase. After the closing of the purchase of all First Lien Obligations, the Second Lien Claimholders may request that the First Lien Collateral Agent immediately resign in its capacity as such under the First Lien Financing Documents but in any event not to exceed 105% of Loan Documents, and the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawingimmediately resign if so requested. After giving effect to any payment made as described above in this paragraph (a)Upon such resignation, those amounts (if any) then on deposit with the Directing a new First Lien Collateral Agent as cash collateral, described will be elected or appointed in this paragraph (a) which exceed 105% accordance with the First Lien Credit Agreement. Each First Lien Claimholder will retain all rights to indemnification provided in the relevant First Lien Loan Documents for all claims and other amounts relating to periods prior to the purchase of the sum First Lien Obligations pursuant to this Section 5.7. (d) The purchase and sale of the aggregate undrawn amount of all then outstanding First Lien Letters Obligations under this Section 5.7 will be without recourse and without representation or warranty of Credit any kind by the First Lien Claimholders, except that the First Lien Claimholders shall severally and not jointly represent and warrant to the Second Lien Claimholders that on the date of such purchase, immediately before giving effect to the purchase; (i) the principal of and accrued and unpaid interest on the First Lien Obligations, and the aggregate facing fees and similar fees (expenses thereof owed to the respective issuers) which will accrue thereon through First Lien Claimholders, are as stated in any assignment agreement prepared in connection with the stated maturity purchase and sale of the then outstanding First Lien Letters Obligations; and (ii) each First Lien Claimholder owns the First Lien Obligations purported to be owned by it free and clear of Credit any Liens (assuming no drawings thereon before stated maturity)other than participation interests not prohibited by the First Lien Loan Documents, shall in which case the Purchase Price will be returned appropriately adjusted so that the Second Lien Claimholders do not pay amounts represented by participation interests to the respective purchaser or purchasers, as their interests appear. Furthermore, at extent that the Second Lien Claimholders expressly assume the obligations under such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearparticipation interests).

Purchase Right. Upon the acceleration of the maturity of the First Priority Obligations by the First Priority Representative, the Second Priority Secured Parties 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 Representative or by the Second Priority Representative to the First Priority Representative, to (a) Without prejudice to purchase in cash (payable in immediately available funds) from the enforcement of any First Priority Secured Parties all, but not less than all, of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, Priority Obligations at law or in equity or otherwise, each First Lien Collateral Agent, on behalf the purchase price equal to the sum of its Related First Lien Claimholders, agrees that at any time following (i) an acceleration the aggregate principal amount of all the outstanding First Lien Obligations in accordance with the terms of the First Lien Financing Documents or Priority Obligations, plus (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, the First Lien Claimholders will offer each Second Lien Claimholder the option to purchase at par the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest thereon, plus (including Post-Petition Interestiii) thereon through the date amount of purchase and any all prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligationspayable with respect thereto, plus (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (xiv) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding fees, costs, expenses or other amounts payable or reimbursable pursuant to the First Lien Financing Priority Documents (other than Unasserted Contingent Obligations), (b) replace (and thereby cancel) all letters of credit issued and outstanding under the First Priority Documents with letters of credit acceptable to the Borrower, and (yc) the aggregate facing and similar fees which will accrue thereon through the stated maturity assume all obligations of the First Lien Letters Priority Representative and the other First Priority Secured Parties under the First Priority Documents. 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 Secured Parties will not have any right pursuant to this Section 4.4 unless each of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing matters referred to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph clause (a), those amounts clause (if anyb) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph and clause (ac) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at preceding occurs within such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearperiod.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or First‑Out Secured Parties’ remedies under the First‑Out Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees the First‑Out Secured Parties agree that at any time following the earliest to occur of (i) an acceleration of all any of the First Lien First‑Out Obligations in accordance with the terms of the First Lien Financing Documents applicable First‑Out Documents, (ii) a payment default under any First‑Out Document that has not been cured or waived by the applicable First‑Out Secured Parties within 60 days of the occurrence thereof or (iiiii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorGrantor (any of clauses (i), (ii) or (iii), a “Purchase Triggering Event”), the First Lien Claimholders First‑Out Representative will send written notice of a Purchase Triggering Event to the Term Representative. Upon the Term Representative’s receipt of such written notice, the Term Secured Parties shall have 15 days to irrevocably offer each Second Lien Claimholder to the option First‑Out Secured Parties to purchase at par the entire aggregate amount (but not less than the entirety) of outstanding amount of the First Lien First‑Out Obligations (and to assume the entire amount of including unfunded commitments under any First‑Out Document that have not been terminated at such time, but for the First Lien Financing Documents), avoidance of doubt excluding any Excess First‑Out Obligations) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c2.5(d), on a pro rata basis among the First Lien Claimholders. First‑Out Secured Parties, which offer may be made by less than all of the Term Secured Parties so long as all the accepting Term Secured Parties shall when taken together purchase such entire aggregate amount as set forth above. (b) The “Purchase Price” will equal the sum of: of (1) the principal full amount of all loans, advances or similar extensions of credit included in the First Lien First‑Out Obligations then‑outstanding and unpaid at par (including the unreimbursed amount of all issued letters of credit (principal, accrued but unpaid interest, fees and expenses and any other unpaid amounts, including First Lien Letters of Credit)breakage costs, but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment and excluding for the avoidance of the First Lien doubt any Excess First‑Out Obligations), (2) the net cash collateral to be furnished to the First‑Out Secured Parties providing letters of credit under the First‑Out Documents in such amount (not to exceed the lower of (x) 103% of the aggregate undrawn amount then owing and (y) the percentage of the aggregate undrawn amount required for release of Liens under the terms of the First‑Out Documents) as such First‑Out Secured Parties determine is reasonably necessary to counterparties under First Lien Hedge Agreements governing the First Lien secure such First‑Out Secured Hedging Obligations Parties in connection with any such outstanding and First Lien Banking Services Agreementsundrawn letters of credit, including, (3) in the case of First-Out Hedging Obligations, the Term Secured Parties shall cause the applicable First-Out Hedging Agreements to be assigned and novated or, if such First Lien Hedge Agreementsagreements have been terminated, all amounts owing such purchase price shall include an amount equal to the counterparties as a result sum of the termination (or early termination) thereofany unpaid amounts then due in respect of such Hedging Obligations, after giving effect to any netting arrangements and (34) all accrued and unpaid fees, expenses and other amounts (including attorneys’ fees and expenses, but excluding Excess First‑Out Obligations) owed to the First Lien Claimholders First‑Out Secured Parties under or pursuant to the First Lien First‑Out Documents on the date of purchase. (c) If the Term Secured Parties make such offer within 15 days of the Term Representative’s receipt written notice of a Purchase Triggering Event, the parties shall endeavor to close promptly thereafter pursuant to documentation mutually acceptable to each of the Representatives. The Purchase Price If the Term Secured Parties do not offer to purchase the outstanding First‑Out Obligations in accordance with Section 2.5(a) before the expiration of the 15-day period, the First‑Out Secured Parties shall be accompanied by delivery have no further obligations pursuant to this Section 2.5 and may take any further actions in their sole discretion in accordance with the First‑Out Documents and this Agreement. Each First‑Out Secured Party will retain all rights to indemnification provided in the relevant First‑Out Documents for all claims and other amounts relating to periods prior to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control purchase of the Directing First Lien Collateral AgentFirst‑Out Obligations pursuant to this Section 2.5, in each case, if any. (d) The purchase and sale of the First‑Out Obligations under this Section 2.5 will be without recourse and without representation or warranty of any kind by the First‑Out Secured Parties, except that the First‑Out Secured Parties shall severally and not jointly represent and warrant to the Term Secured Parties that on the date of such amount purchase, immediately before giving effect to the purchase; (i) the principal of and accrued and unpaid interest on the First‑Out Obligations (other than Excess First-Out Obligations), and the fees and expenses thereof owed to the respective First‑Out Secured Parties, are as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders stated in any assignment agreement prepared in connection with any issued the purchase and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% sale of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and First‑Out Obligations; and (ii) upon each First‑Out Secured Party owns the First‑Out Obligations purported to be owned by it free and clear of any drawing under any First Lien Letter Liens and participation interests (which shall be elevated or otherwise extinguished as part of Creditthe purchase option exercise). (e) Notwithstanding anything to the contrary herein, and solely for purposes of this Section 2.5, the Directing First Lien Collateral Agent shall apply amounts deposited with it terms “First‑Out Secured Parties” and “Term Secured Parties” as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above used in this paragraph (a), those amounts (if any) then on deposit with Section 2.5 shall exclude the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearAgent.

Purchase Right. (a) Without prejudice to the enforcement of any If all of the First Lien Claimholder’s rights or remedies under this Agreement, Obligations shall have been accelerated (including any other First Lien Financing Documents, at law or automatic acceleration in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) an acceleration of all the First Lien Obligations in accordance connection with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligorthe Company) or shall remain unpaid immediately following the Maturity Date as defined in the First Lien Credit Agreement (as in effect on the date hereof), the Second Lien Secured Parties shall have the option, commencing upon such date of acceleration or failure to pay and terminating ninety (90) days thereafter, upon at least five (5) Business Days’ prior written notice by the Second Lien Collateral Agent to the First Lien Collateral Agent (with a copy to the Company) to purchase all, and not less than all, of the First Lien Obligations from the First Lien Collateral Agent and the First Lien Secured Parties. Such notice from the Second Lien Collateral Agent to the First Lien Collateral Agent shall be irrevocable. (b) On the date specified by the Second Lien Collateral Agent in such notice (which shall not be less than five (5) Business Days, nor more than fifteen (15) Business Days, after the receipt by the First Lien Collateral Agent of the notice from the Second Lien Collateral Agent of the election by the Second Lien Secured Parties to exercise such option), the First Lien Claimholders will offer each Collateral Agent and the First Lien Secured Parties shall sell to the Second Lien Claimholder Secured Parties exercising such option, and such Second Lien Secured Parties shall purchase from the First Lien Collateral Agent and the First Lien Secured Parties, the First Lien Obligations without the prior written consent of the Company. (c) Upon the date of such purchase and sale, the Second Lien Secured Parties that have exercised such option shall, pursuant to documentation in form and substance reasonably satisfactory to the First Lien Collateral Agent and the First Lien Administrative Agent, (i) pay to the First Lien Secured Parties as the purchase price therefor the full amount of all the First Lien Obligations then outstanding and unpaid (including principal, the credit exposure of the First Lien Secured Parties under all Secured Hedge Agreements, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses) at par, and (ii) agree to reimburse the First Lien Collateral Agent and the First Lien Secured Parties for any checks or other payments provisionally credited to the First Lien Obligations, and/or as to which the First Lien Collateral Agent or any First Lien Secured Party has not yet received final payment. Such purchase price shall be remitted by wire transfer in federal funds to such bank account of the First Lien Collateral Agent for the ratable account of the First Lien Collateral Agent and the First Lien Secured Parties in New York, New York, as the First Lien Collateral Agent may designate in writing to the Second Lien Collateral Agent for such purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Second Lien Secured Parties that have exercised such option to the bank account designated by the First Lien Collateral Agent are received in such bank account prior to 1:00 p.m., New York City time and interest shall be calculated to and including such Business Day if the amounts so paid by such Second Lien Secured Parties to the bank account designated by the First Lien Collateral Agent are received in such bank account later than 1:00 p.m., New York City time on such Business Day. (d) Such purchase at par shall be expressly made without recourse, representation or warranty of any kind by the entire aggregate outstanding First Lien Collateral Agent or any First Lien Secured Party as to the First Lien Obligations owed to such Person or otherwise, except that each such Person shall represent and warrant: (i) the amount of the First Lien Obligations being sold by it, (and to assume the entire amount of unfunded commitments under the ii) that such Person has not created any Lien on any First Lien Financing Documents), at Obligation being sold by it and (iii) that such Person has the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the right to assign First Lien Obligations being assigned by it and its assignment is duly authorized. (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Intereste) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available fundsagrees that prior to foreclosing upon, to be deposited under the sole dominion and control or selling or otherwise realizing upon, all or a material portion of the Directing First Collateral, it will provide the Second Lien Collateral AgentAgent with at least ten (10) days’ notice of its intent to commence such foreclosure, in such amount as sale or other realization. If the Directing Second Lien Collateral Agent shall give the First Lien Collateral Agent determines is reasonably necessary written notice of any Second Lien Secured Party’s intention to secure exercise the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit purchase option provided under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant this Section 5.6 prior to the First Lien Financing Documents and (y) foreclosure, sale or other realization by the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above respect to pay same and (ii) upon any drawing under any First Lien Letter of Creditsuch Collateral, the Directing First Lien Collateral Agent shall apply amounts deposited not continue such foreclosure action or initiate any other action to sell or otherwise realize upon any of the Collateral so long as the purchase and sale with it as described above respect to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph First Lien Obligations provided for herein shall have closed within ten (a), those amounts (if any10) then on deposit with Business Days thereafter and the Directing First Lien Collateral Agent as cash collateral, described and the First Lien Secured Parties shall have received payment in this paragraph (a) which exceed 105% full of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released Obligations as provided abovefor herein within such ten (10) shall be returned to the respective purchaser or purchasers, as their interests appearBusiness Day period.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time within thirty (30) days following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, the Second Lien Claimholders (other than any Disqualified Institution, as defined in either the First Lien Credit Agreement or the Initial Second Lien Document) may request, and upon such request, the First Lien Claimholders will offer each Second Lien Claimholder Claimholder, the option to purchase at par the entire aggregate outstanding amount (but not less than the entire aggregate outstanding amount) of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this AgreementSecured Parties’ remedies, any other the First Lien Financing DocumentsSecured Parties agree that (a) within five Business Days after Stone Energy or any Credit Party obtains actual knowledge of the occurrence of a continuing Event of Default (as defined in the First Lien Credit Agreement) under any First Lien Debt Document or (b) the commencement of an Insolvency or Liquidation Proceeding (each, at law or a “Purchase Event”), Stone Energy shall notify the Second Lien Collateral Agent and the First Lien Representative of the occurrence of such Purchase Event and the right to purchase First Lien Obligations as set forth in equity or otherwise, each First this Section 5.07 (a “Notice of Purchase Event”). Within ten (10) days of receipt of the Notice of Purchase Event by the Second Lien Collateral Agent, on behalf one or more of its Related First the Second Lien Claimholders, agrees that at any time following (i) an acceleration Secured Parties may request by delivery of all a notice to the First Lien Obligations in accordance with the terms of Representative, and the First Lien Financing Documents or (ii) Secured Parties hereby offer the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, the First Lien Claimholders will offer each Second Lien Claimholder Secured Parties the option option, to purchase at par all, but not less than all, of the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the outstanding First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including unfunded commitments under any First Lien Letters of Credit), but excluding Debt Document) outstanding at the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date time of purchase and at par, plus any prepayment penalties or premiums premium that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, includingaccrued and unpaid interest and fees (including breakage costs and, in the case of such any First Lien Hedge AgreementsObligations under any Specified Swap Contract, all amounts owing the amount that would be payable by the relevant Credit Party thereunder if such Credit Party were to terminate such Specified Swap Contract on the counterparties as a result date of the termination (or early termination) thereofpurchase or, and (3) all accrued and unpaid feesif not terminated an amount determined by the relevant First Lien Secured Party to be necessary to collateralize its credit risk arising out of such agreement and, expenses and other amounts owed if applicable, the Cash Collateral to be furnished to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Secured Parties providing Letters of Credit under the First Lien Financing Debt Documents in such amounts (not to exceed 103% thereof) as such First Lien Secured Party determines is reasonably necessary to secure such First Lien Secured Party in connection with any such outstanding and undrawn 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 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 not to exceed 105% within ten (10) days of the sum request. If one or more of (x) the aggregate undrawn amount of all Second Lien Secured Parties exercise such First Lien Letters of Credit outstanding purchase right, it shall be exercised pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity documentation mutually acceptable to each of the First Lien Letters Representatives and the purchasing Second Lien Secured Parties. If none of Credit (assuming no drawings thereon before stated maturity). It the Second Lien Secured Parties exercise such right, or any attempted exercise is understood and agreed that (i) at not closed within the time any facing or similar fees are owing to an issuer with respect to any required ten-day period, the First Lien Letter of Credit, 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 Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same Debt Documents and (ii) upon any drawing under any this Agreement. Each First Lien Letter of Credit, Secured Party will retain all rights to indemnification provided in the Directing relevant First Lien Collateral Agent shall apply Debt Document for all claims and other amounts deposited with it as described above relating to repay period prior to the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with purchase of the Directing First Lien Collateral Agent as cash collateral, described in Obligations pursuant to this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearSection 5.07.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this AgreementSecured Parties’ remedies, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) an acceleration of all the First Lien Obligations Secured Parties agree that following (a) the occurrence and during the continuation of an Event of Default (as defined in accordance with the terms of the First Lien Financing Documents Credit Agreement without giving effect to any amendment thereto during the continuation of such Event of Default) under any First Lien Debt Document or (iib) the commencement of any an Insolvency or Liquidation Proceeding with respect (each of clauses (a) and (b), a “Purchase Event”), within thirty (30) days of the Purchase Event (provided that, in the case of clause (a) of the definition of “Purchase Event”, such 30-day period shall be deemed to have commenced upon the occurrence of an Event of Default under any ObligorFirst Lien Debt Document but the expiration of such 30-day period shall be tolled until such time as the Second Lien Collateral Agent receives written notice of such Event of Default from any Person (a “Purchase Event Notice”), at which time such 30-day period shall reset and commence), the Required Second Lien Debtholders (as defined in the Second Lien Collateral Trust Agreement) may request (provided that after fifteen (15) days of the Purchase Event, one or more of the Second Lien Secured Parties may request), and the First Lien Claimholders will Secured Parties hereby offer each Second Lien Claimholder such Persons the option to purchase at par all, but not less than all, of the entire aggregate outstanding amount of the outstanding First Lien Obligations (and to assume the entire amount of including unfunded commitments under any First Lien Debt Document) outstanding at the time of purchase, at par, and, in the case of any First Lien Obligations under any Secured Hedge Agreement or Permitted Secured Commodity Swap Contract, the amount that would be payable by the relevant Credit Party thereunder if such Credit Party were to terminate such Secured Hedge Agreement and/or Permitted Secured Commodity Swap Contract on the date of the purchase or, if not terminated an amount determined by the relevant First Lien Secured Party to be necessary to collateralize its credit risk arising out of such agreement and, if applicable, the Cash Collateral to be furnished to the First Lien Secured Parties providing Letters of Credit under the First Lien Financing Documents), at the Purchase Price Debt Documents in such amounts (together not to exceed 105% thereof) as such First Lien Secured Party determines is reasonably necessary to secure such First Lien Secured Party in connection with the deposit any such outstanding and undrawn letters of cash collateral as set forth belowcredit), 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 provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included such term is defined in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of CreditCredit Agreement)), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, includingbut, in the case of such First Lien Hedge Agreementseach case, all amounts owing to the counterparties as a result of the excluding any early termination (fee, prepayment premium, prepayment fee or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding similar fee payable pursuant to the First Lien Financing Debt 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 Lien Secured Parties exercise such purchase right, it shall be exercised pursuant to customary Loan Syndications & Trading Association documentation and terms. If none of the Second Lien Secured Parties exercise such right, the First Lien 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 First Lien Debt Documents and (y) this Agreement. Each First Lien Secured Party will retain all rights to indemnification provided in the aggregate facing and similar fees which will accrue thereon through relevant First Lien Debt Document for all claims relating to period prior to the stated maturity purchase of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing Obligations pursuant to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearSection 5.07.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this AgreementFirst-Priority Secured Parties’ remedies, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees the First-Priority Secured Parties agree that at any time following (ia) an acceleration of all of the First Lien First-Priority Obligations in accordance with the terms of any First-Priority Document, (b) a payment default under any First-Priority Document that has not been cured or waived by the First Lien Financing Documents First-Priority Secured Parties within sixty (60) days of the occurrence thereof or (iic) the commencement of any an Insolvency or Liquidation Proceeding with respect to any Obligor(each, a “Purchase Event”), within thirty (30) days of the First Lien Claimholders will Purchase Event, one or more of the Second-Priority Secured Parties may request, and the First-Priority Secured Parties hereby offer each Second Lien Claimholder the option Second-Priority Secured Parties the option, to purchase at par all, but not less than all, of the entire aggregate outstanding amount of the First Lien outstanding First-Priority Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), outstanding at the Purchase Price time of purchase at (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1a) the principal amount of all loans, advances or similar extensions of credit included in the First Lien case of First-Priority Obligations (including the unreimbursed amount of all issued other than First-Priority Obligations arising under Swap Contracts or in connection with undrawn letters of credit (including First Lien Letters of Credit)credit, but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit)par, all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and plus any prepayment penalties or premiums premium that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging First-Priority Obligations and First Lien Banking Services Agreementsaccrued and unpaid interest and fees, including, and (b) in the case of such First Lien Hedge AgreementsFirst-Priority Obligations arising under a Swap Contract, an amount equal to the greater of (i) all amounts owing payable by any Grantor under the terms of such Swap Contract in the event of a termination of such Swap Contract and (ii) the xxxx-to-market value of such Swap Contract, as determined by the counterparty to the counterparties Grantor thereunder with respect to such Swap Contract in accordance with the terms thereof and in accordance with customary methods for calculating xxxx-to-market amounts under similar arrangements by such counterparty, 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 a result such term is defined in the Credit Agreement)). In the case of any First-Priority Obligations in respect of letters of credit (including reimbursement obligations in connection therewith), simultaneous with the purchase of the termination (or early termination) thereofother First-Priority Obligations, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date purchasing Second-Priority Secured Parties shall provide First-Priority Secured Parties who issued such letters of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of credit cash collateral in immediately available funds, such amounts (not to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in exceed 103% thereof) as such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders First-Priority Secured Parties in connection with any issued outstanding and outstanding First Lien Letters undrawn letters of Credit under credit. If such right is exercised, the First Lien Financing Documents parties shall endeavor to close promptly thereafter but in any event not to exceed 105% within ten (10) Business Days of the sum request. If one or more of (x) the aggregate undrawn amount of all Second-Priority Secured Parties exercise such First Lien Letters of Credit outstanding purchase right, it shall be exercised pursuant to documentation mutually acceptable to each First-Priority Representative, each Second-Priority Representative and the First Lien Financing Borrower. If none of the Second-Priority Secured Parties exercise such right, the First-Priority Secured Parties shall have no further obligations pursuant to this Section 5.09 for such Purchase Event and may take any further actions in their sole discretion in accordance with the First-Priority Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearAgreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or Priority Claimholders’ remedies under the First Priority Loan Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each the First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees Priority Claimholders agree that at any time following following: (i) an acceleration of all the First Lien Priority Obligations in accordance with the terms of the First Lien Financing Documents Priority Credit Agreement, (ii) the exercise of any remedy with respect to Liens on the First Priority Collateral by the First Priority Collateral Agent or any other First Priority Claimholder (other than the exercise of control over deposit or securities accounts and the giving of notices to account debtors), (iii) a default in any scheduled payment of principal, premium, if any, interest or regularly accruing fees under the Second Priority Notes Indenture that remains uncured or unwaived for a period of 30 days in the aggregate, (iv) a default in any scheduled payment of principal, premium, if any, interest or regularly accruing fees under the First Priority Credit Agreement that remains uncured or unwaived for a period of 30 days in the aggregate or (iiv) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorProceeding, the First Lien Claimholders Priority Collateral Agent, on behalf of the First Priority Claimholders, will offer each the Second Lien Claimholder Priority Claimholders, including the Second Priority Noteholders, by written notice to the Second Priority Collateral Agent, the option to purchase at par the entire aggregate outstanding amount of the outstanding First Lien Priority Obligations (and to assume the entire amount of including unfunded commitments under the First Lien Financing Documents), Priority Credit Agreement) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), ) on a pro rata basis among the First Lien Priority Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Priority Obligations (including the unreimbursed an amount in cash equal to 105% of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Creditcredit), and all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and (but excluding any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligationspremiums), (2) the net aggregate amount then owing to counterparties First Priority Lender Counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Priority Bank Product Agreements, including, in the case of such First Lien Hedge Agreements, including all amounts owing to the counterparties First Priority Lender Counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Priority Claimholders under the First Lien Priority Loan Documents on the date of purchase. The Purchase Price shall be accompanied by delivery purchase to the Directing extent not allocable to Excess First Lien Collateral Agent of cash collateral in immediately available fundsPriority Obligations, to be deposited under the sole dominion and control (4) reimbursement of the Directing First Lien Collateral AgentPriority Claimholders for any loss, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any such issued and outstanding First Lien Letters letters of Credit under the First Lien Financing Documents but credit described in clause (1) above and any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant checks or other payments provisionally credited to the First Lien Financing Documents and (y) the aggregate facing and similar fees Priority Obligations, and/or as to which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit Priority Claimholders have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearyet received final payment.

Purchase Right. (a) Without prejudice to If (i) after the enforcement occurrence and during the continuation of any a First Priority Default, the Senior Agent shall sell, lease, license or dispose of all or substantially all of the First Lien Claimholder’s rights Priority Collateral or remedies under this AgreementCommon Collateral by private or public sale, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any an Insolvency or Liquidation Proceeding with respect to the Loan Parties shall have occurred or shall have been commenced, or (iii) the First Priority Obligations under the Loan Agreement shall have been accelerated (including as a result of any Obligorautomatic acceleration) or shall remain unpaid following the latest stated maturity date therefor (as determined by reference to the Loan Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the First Lien Claimholders will offer each Second Lien Claimholder Priority Lenders, or any of them, shall have the option right (but not the obligation) to purchase (at par the entire aggregate outstanding amount and without premium) all (but not less than all) of the First Lien Priority Obligations pursuant to this Section 3.2; provided, that such option shall expire if the applicable Second Priority Lenders fail to deliver a written notice (a “Purchase Notice”) to the Senior Agent within ten (10) Business Days following the first date the Second Priority Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the applicable Second Priority Lenders committing to such purchase (the “Purchasing Creditors”) and to assume indicate the entire amount percentage of unfunded commitments under the First Lien Financing Documents), at the Purchase Price Priority Obligations to be purchased by each Purchasing Creditor (together with the deposit which aggregate commitments must add up to 100% of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: Priority Obligations) and (B) state that (1) it is a Purchase Notice delivered pursuant to Section 3.2 of this Agreement and (2) the principal offer contained therein is irrevocable. Upon receipt of such Purchase Notice by the Senior Agent, the Purchasing Creditors shall have from the date of delivery thereof to and including the date that is ten (10) Business Days after the Purchase Notice was received by the Senior Agent to purchase all (but not less than all) of the First Priority Obligations pursuant to this Section 3.2 (the date of such purchase, the “Purchase Date”). (b) On the Purchase Date, the Senior Agent and the other First Priority Lenders shall, subject to any required approval of any Governmental Authority, sell to the Purchasing Creditors all (but not less than all) of the First Priority Obligations. On such Purchase Date, the Purchasing Creditors shall (i) pay to the Senior Agent, for the benefit of the First Priority Lenders, as directed by the Senior Agent, in immediately available funds the full amount (at par and without premium) of all loansFirst Priority Obligations then outstanding, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through and fees thereon, all in the date of purchase amounts specified by the Senior Agent and any prepayment penalties or premiums that would be determined in accordance with the applicable upon prepayment of the First Lien ObligationsPriority Documents, (2ii) the net aggregate furnish such amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount funds as the Directing First Lien Collateral Senior Agent determines is reasonably necessary to secure the First Lien Claimholders Priority Lenders in connection with any issued indemnification obligations of the Senior Agent and outstanding First Lien Letters of Credit Priority Lenders under the First Lien Financing Priority Documents but in (other than on account of indemnification obligations as to which no claim has been asserted), and (iii) agree to reimburse the First Priority Lenders for any event loss, cost, damage or expense (A) resulting from the granting of provisional credit for any checks, wire or ACH transfers that are reversed or not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant final or other payments provisionally credited to the First Lien Financing Documents Priority Obligations under the Loan Agreement and (y) as to which the aggregate facing Senior Agent and similar fees which will accrue thereon through the stated maturity First Priority Lenders have not yet received final payment as of the First Lien Letters Purchase Date, or (B) for any indemnification obligations (other than on account of Credit (assuming no drawings thereon before stated maturityindemnification obligations for unasserted claims as of the Purchase Date). It is understood and agreed , to the extent that (i) at the time any facing or similar fees are owing cash collateral delivered pursuant to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and clause (ii) upon any drawing under any above, are insufficient to pay such First Lien Letter of CreditPriority Obligations in full, and (iv) assume the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts remaining commitments (if any) then of the First Priority Lenders to extend credit under the Loan Agreement. Such purchase price shall be remitted by wire transfer in immediately available funds to such bank account of the Senior Agent (for the benefit of the First Priority Lenders) as the Senior Agent shall have specified in writing to the Second Priority Agent. Interest and fees shall be calculated to but excluding the Purchase Date if the amounts so paid by the applicable Purchasing Creditors to the bank account designated by the Senior Agent are received in such bank account prior to 1:00 p.m., New York time, and interest shall be calculated to and including such Purchase Date if the amounts so paid by the applicable Purchasing Creditors to the bank account designated by the Senior Agent are received in such bank account after 1:00 p.m., New York time. (c) Any purchase pursuant to the purchase option set forth in this Section 3.2 shall, except as provided below, be expressly made without representation or warranty of any kind by the Senior Agent or the First Priority Lenders as to the First Priority Obligations, the First Priority Collateral or Common Collateral or otherwise, and without recourse to the Senior Agent and the First Priority Lenders as to the First Priority Obligations, the First Priority Collateral or Common Collateral or otherwise, except that the Senior Agent and each of the First Priority Lenders, as to itself only, shall represent and warrant only (i) the principal amount of, and a reasonably detailed description of the other amounts that comprise, the First Priority Obligations being sold by it, (ii) that the amount quoted by the Senior Agent or such First Priority Lender as its portion of the purchase price represents the amount shown as owing with respect to the claims transferred as reflected on deposit its books and records, (iii) such transfer will be free and clear of Liens and (iv) that such Person has the right to assign the First Priority Obligations being assigned by it and its entering into any assignment agreement in respect of the applicable Purchase Option Event and its assignment of the First Priority Obligations pursuant thereto have been duly authorized and delivered. (d) Upon notice to the Loan Parties by the Second Priority Agent that the purchase of First Priority Obligations pursuant to this Section 3.2 has been consummated by delivery of the purchase price to the Senior Agent, the Loan Parties shall treat the applicable Purchasing Creditors as holders of the First Priority Obligations and the Second Priority Agent shall be deemed appointed to act in such capacity as the “agent” or “administrative agent” (or analogous capacity) (the “Replacement Agent”) under the First Priority Documents, for all purposes hereunder and under each First Priority Document (it being agreed that the Senior Agent shall have no obligation to act as such replacement “agent” or “administrative agent” (or analogous capacity)). In connection with any purchase of First Priority Obligations pursuant to this Section 3.2, each First Priority Lenders and Senior Agent agrees to enter into and deliver to the applicable Purchasing Creditors on the Purchase Date, as a condition to closing, an assignment agreement customarily used by the Senior Agent in connection with the Directing Loan Agreement and the Senior Agent and each First Lien Collateral Agent Priority Lender shall deliver all possessory collateral (if any), together with any necessary endorsements and other documents (including any applicable stock powers or bond powers), then in its possession or in the possession of its agent or bailee, or turn over control as cash to any pledged collateral, described in this paragraph (a) deposit accounts or securities accounts of which exceed 105% of the sum of the aggregate undrawn amount of all it or its agent or bailee then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawnhas control, as the case may be, to the Replacement Agent, and after deliver the loan register and participant register, if applicable and all applications described above have been madeother records pertaining to the First Priority Obligations to the Replacement Agent and otherwise take such actions as may be reasonably appropriate to effect an orderly transition to the Replacement Agent. Upon the consummation of the purchase of the First Priority Obligations pursuant to this Section 3.2, any excess cash collateral then on deposit with the Directing First Lien Collateral Senior Agent as described above in this paragraph (a) (and not previously applied or released as provided aboveall other agents under the Loan Agreement) shall be returned deemed to have resigned as an “agent” or “administrative agent” for the respective purchaser First Priority Lenders under the First Priority Documents; provided that the Senior Agent (and all other agents under the Loan Agreement) shall be entitled to all of the rights and benefits of a former “agent” or purchasers“administrative agent” under the Loan Agreement. (e) Notwithstanding the foregoing purchase of the First Priority Obligations by the Purchasing Creditors, the First Priority Lenders shall retain (as an unsecured creditor) those contingent indemnification obligations and other obligations owing or to be owing to them under the First Priority Documents which by their interests appearexpress terms would survive any repayment of the First Priority Obligations pursuant to this Section 3.2.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this AgreementTerm A Secured Parties’ remedies, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that the Junior Secured Parties shall have the right at any time following within (i) 30 days following an acceleration of all the First Lien Term A Obligations in accordance with the terms of the First Lien Financing Documents Term A Credit Agreement (including by reason of the commencement of an Insolvency or Liquidation Proceeding), or (ii) 10 days following the commencement 90th consecutive day of any Insolvency or Liquidation Proceeding a Payment Blockage Period that was commenced by a blockage notice given by the Term A Agent, to deliver written notice to the Term A Agent electing to purchase the entire (but not less than the entire) aggregate amount of outstanding Term A Obligations at par from the Term A Secured Parties and all rights, titles and interests of such Term A Secured Parties in, to and under all Term A Credit Documents relating to such Term A Obligations, including all rights, titles and interests of such Term A Secured Parties in, to and under this Agreement and the GE Capital/Xxxxxxx Intercreditor Agreement and the Term A Agent’s Liens in the Collateral, but excluding such Term A Secured Parties’ respective rights of indemnity and rights to cost reimbursement with respect to any Obligorsuch matters relating to such Term A Secured Parties’ rights as parties to the Term A Credit Agreement prior to such purchase, the First Lien Claimholders will offer in each Second Lien Claimholder the option to purchase at par the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below)case, without warranty or representation or recourse except as provided in Section 5.7(c)recourse, on a pro rata basis among Term A Secured Parties. If the First Lien ClaimholdersJunior Secured Parties timely deliver such notice, the purchase shall close (the “Term A Purchase Option Closing Date”) within 10 Business Days thereafter pursuant to documentation mutually acceptable to each of the Term A Agent and the Junior Agent. The “Purchase Price” will equal If the sum of: Junior Secured Parties do not timely deliver such notice and close such purchase of the Term A Obligations, the Term A Secured Parties shall have no further obligations pursuant to this Section. If the Term A Secured Parties have purchased the Revolver Obligations, whether pursuant to the GE Capital/Xxxxxxx Intercreditor Agreement or otherwise, then the Junior Secured Parties may only purchase the Term A Obligations if they simultaneously purchase the Revolver Obligations. (1b) Without prejudice to the principal enforcement of the Revolver Secured Parties’ remedies, the Junior Secured Parties shall have the right at any time within (i) 30 days following an acceleration of the Revolver Obligations in accordance with the terms of the Revolver Credit Agreement (including by reason of the commencement of an Insolvency or Liquidation Proceeding), or (ii) 10 days following the 90th consecutive day of a Payment Blockage Period that was commenced by a blockage notice given by the Revolver Agent, to deliver written notice to the Revolver Agent electing to purchase the entire (but not less than the entire) aggregate amount of outstanding Revolver Obligations at par from the Revolver Secured Parties and all loansrights, advances or similar extensions titles and interests of credit included such Revolver Secured Parties in, to and under all Revolver Credit Documents relating to such Revolver Obligations, including all rights, titles and interests of such Revolver Secured Parties in, to and under this Agreement and the GE Capital/Xxxxxxx Intercreditor Agreement and the Revolver Agent’s Liens in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit)Collateral, but excluding such Revolver Secured Parties’ respective rights of indemnity and rights to cost reimbursement with respect to such matters relating to such Revolver Secured Parties’ rights as parties to the undrawn amount of then outstanding letters of credit Revolver Credit Agreement prior to such purchase, in each case, without warranty or representation or recourse, on a pro rata basis among Revolver Secured Parties. If the Junior Secured Parties timely deliver such notice, the purchase shall close (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest“Revolver Purchase Option Closing Date”) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment within 10 Business Days thereafter pursuant to documentation mutually acceptable to each of the First Lien Revolver Agent and the Junior Agent. If the Junior Secured Parties do not timely deliver such notice and close such purchase of the Revolver Obligations, (2) the net aggregate amount then owing Revolver Secured Parties shall have no further obligations pursuant to counterparties under First Lien Hedge Agreements governing this Section. If, prior to the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case closing of such First Lien Hedge Agreementspurchase, all amounts owing the Term A Secured Parties elect to exercise any right the counterparties as a result Term A Secured Parties may have under the GE Capital/Xxxxxxx Intercreditor Agreement to purchase the Revolver Obligations, then the rights of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed Term A Secured Parties to purchase the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price Revolver Obligations shall be accompanied by delivery superior to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control those of the Directing First Lien Collateral AgentJunior Secured Parties. If the Term A Secured Parties have purchased the Revolver Obligations, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding whether pursuant to the First Lien Financing Documents and (y) GE Capital/Xxxxxxx Intercreditor Agreement or otherwise, then the aggregate facing and similar fees which will accrue thereon through Junior Secured Parties may only purchase the stated maturity of Revolver Obligations if they simultaneously purchase the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearTerm A Obligations.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this AgreementFirst-Priority Secured Parties’ remedies, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees the First-Priority Secured Parties agree that at any time following (ia) an acceleration of all of the First Lien First-Priority Obligations in accordance with the terms of any First-Priority Document, (b) a payment default under any First-Priority Document that has not been cured or waived by the First Lien Financing Documents First-Priority Secured Parties within sixty (60) days of the occurrence thereof or (iic) the commencement of any an Insolvency or Liquidation Proceeding with respect to any Obligor(each, a “Purchase Event”), within thirty (30) days of the First Lien Claimholders will Purchase Event, one or more of the Second-Priority Secured Parties may request, and the First-Priority Secured Parties hereby offer each Second Lien Claimholder the option Second-Priority Secured Parties the option, to purchase at par all, but not less than all, of the entire aggregate outstanding amount of the First Lien outstanding First-Priority Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), outstanding at the Purchase Price time of purchase at (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1a) the principal amount of all loans, advances or similar extensions of credit included in the First Lien case of First-Priority Obligations (including the unreimbursed amount of all issued other than First-Priority Obligations arising under Swap Contracts or in connection with undrawn letters of credit (including First Lien Letters of Credit)credit, but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit)par, all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and plus any prepayment penalties or premiums premium that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging First-Priority Obligations and First Lien Banking Services Agreementsaccrued and unpaid interest and fees, including, and (b) in the case of such First Lien Hedge AgreementsFirst-Priority Obligations arising under a Swap Contract, an amount equal to the greater of (i) all amounts owing payable by any Grantor under the terms of such Swap Contract in the event of a termination of such Swap Contract and (ii) the xxxx-to-market value of such Swap Contract, as determined by the counterparty to the counterparties Grantor thereunder with respect to such Swap Contract in accordance with the terms thereof and in accordance with customary methods for calculating xxxx-to-market amounts under similar arrangements by such counterparty, 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 a result such term is defined in the Credit Agreement)). In the case of any First-Priority Obligations in respect of letters of credit (including reimbursement obligations in connection therewith), simultaneous with the purchase of the termination (or early termination) thereofother First-Priority Obligations, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date purchasing Second-Priority Secured Parties shall provide First-Priority Secured Parties who issued such letters of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of credit cash collateral in immediately available funds, such amounts (not to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in exceed 103% thereof) as such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders First-Priority Secured Parties in connection with any issued outstanding and outstanding First Lien Letters undrawn letters of Credit under credit. If such right is exercised, the First Lien Financing Documents parties shall endeavor to close promptly thereafter but in any event not to exceed 105% within ten (10) Business Days of the sum request. If one or more of (x) the aggregate undrawn amount of all Second-Priority Secured Parties exercise such First Lien Letters of Credit outstanding purchase right, it shall be exercised pursuant to documentation mutually acceptable to each First-Priority Representative, each Second-Priority Representative and the First Lien Financing Borrower. If none of the Second-Priority Secured Parties exercise such right, the First-Priority Secured Parties shall have no further obligations pursuant to this Section 5.09 for such Purchase Event and may take any further actions in their sole discretion in accordance with the First-Priority Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity)this Agreement. It is understood and agreed that (i) at the time any facing 28 ARTICLE 6 Insolvency or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear.Liquidation Proceedings 29

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s Claimholders’ rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, agrees that at any time following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor, Obligor which constitutes an Event of Default (as defined in the First Lien Claimholders will offer Credit Agreement or any similar terms in any other First Lien Document) (each a “Purchase Event”), the Second Lien Claimholder Claimholders shall have the option right, upon written request to the Directing First Lien Collateral Agent within 30 days after the first date on which a Purchase Event occurs (the “Exercise Period”), to purchase at par the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at for an amount equal to the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear. (b) If such purchase right is exercised, the parties shall endeavor to close shortly thereafter but in any event within 10 Business Days of such request. The Second Lien Claimholders shall only be permitted to acquire the entire amount of the First Lien Obligations pursuant to this Section 5.7, and may not acquire less than all of such First Lien Obligations. If any Second Lien Claimholders exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Collateral Agents and the relevant Second Lien Collateral Agents. If none of the Second Lien Claimholders exercise such right during the Exercise Period, the First Lien Claimholders shall have no further obligations pursuant to this Section 5.7 and may take any further actions in their sole discretion in accordance with the First Lien Documents and this Agreement. Each First Lien Claimholder will retain all rights to indemnification and expense reimbursement provided in the relevant First Lien Documents for all claims and other amounts relating to periods prior to the purchase of the First Lien Obligations pursuant to this Section 5.7. Upon the consummation of the purchase and sale of the First Lien Obligations, each First Lien Collateral Agent shall, at the request of the Directing Second Lien Collateral Agent, resign from its role in accordance with the applicable First Lien Document (and comply with any provisions contained therein with respect to successors to such role or the powers granted in connection with such role) and cooperate with an orderly transition of Liens in the Collateral. (c) The purchase and sale of the First Lien Obligations under this Section 5.7 will be without recourse and without representation or warranty of any kind by the First Lien Claimholders, except that the First Lien Claimholders shall severally and not jointly represent and warrant to the Second Lien Claimholders that on the date of the purchase, immediately before giving effect to such purchase: (1) the principal of and accrued and unpaid interest on the First Lien Obligations, and the fees, expenses and other amounts in respect thereof owed to the respective First Lien Claimholders, are as stated in any assignment agreement prepared in connection with the purchase and sale of the First Lien Obligations; (2) each First Lien Claimholder owns the First Lien Obligations purported to be owned by it free and clear of any Liens; and (3) that such First Lien Claimholder has the right to assign the First Lien Obligations being assigned by it and its assignment has been duly authorized and delivered.

Purchase Right. The First-Out Secured Parties agree that following the first to occur of (a) Without prejudice to the enforcement of any acceleration of the First Lien Claimholder’s rights First-Out Obligations, (b) a payment default under any First-Out Document that has not been cured or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) an acceleration of all waived by the First Lien Obligations in accordance with the terms applicable First- Out Secured Parties within 60 days of the First Lien Financing Documents occurrence thereof or (iic) the commencement of any an Insolvency or Liquidation Proceeding with respect to the Issuer or any Obligorother Grantor (each, a “Purchase Event”), within thirty (30) days of the First Lien Claimholders will Purchase Event, one or more of the Specified Pari Passu Secured Parties (the “Purchasers”) may request by written notice to each First-Out Authorized Representative, and the First-Out Secured Parties hereby offer each Second Lien Claimholder such Purchasers the option option, to purchase at par all, but not less than all, of the entire aggregate outstanding amount of the First Lien outstanding First-Out Obligations (and to assume the entire amount of including unfunded commitments under the First Lien Financing Documents), any First-Out Document) outstanding at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date time of purchase and at par, plus (i) any prepayment penalties or premiums premium that would be applicable upon prepayment of the First Lien ObligationsFirst-Out Obligations and accrued and unpaid interest, all interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding, at the applicable post-default rate and fees (including breakage costs), (2ii) if applicable, the net aggregate amount then owing cash collateral to counterparties be furnished to the First-Out Secured Parties providing letters of credit under First Lien Hedge Agreements governing the First Lien First-Out Documents in such amounts (not to exceed 105% thereof) as such First-Out Secured Hedging Obligations Party determines is reasonably necessary to secure such First-Out Secured Party in connection with any such outstanding and First Lien Banking Services Agreements, including, undrawn letters of credit and (iii) in the case of such First Lien Hedge Agreementsany First-Out Cash Management Obligations, the amount that would be payable to First-Out Secured Parties, including all amounts owing to the counterparties payable as a result of the termination (or early termination) thereof, in any event, without warranty or representation or recourse (except for representations and (3) all accrued and unpaid feeswarranties required to be made by assigning lenders pursuant to customary assignment documentation). Promptly following the receipt of such notice, expenses and other amounts owed each First-Out Authorized Representative will deliver to the First Lien Claimholders under Purchasers a statement of the First Lien Documents on amount of the date First-Out Obligations provided by the First-Out Secured Parties represented by each such First-Out Authorized Representative, if any, then outstanding and the amount of purchase. The Purchase Price shall the cash collateral requested by any such First-Out Authorized Representative to be accompanied by delivery delivered pursuant to the Directing First Lien Collateral Agent of cash collateral in immediately available fundsapplicable First-Out Documents. If such right is exercised, the First-Out Secured Parties and the Purchasers shall endeavor to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents close promptly thereafter but in any event not to exceed 105% within ten (10) Business Days of the sum request. If one or more of (x) the aggregate undrawn amount of all Specified Pari Passu Secured Parties exercise such First Lien Letters of Credit outstanding purchase right, any such purchase shall be allocated pro-rata among the Purchasers and such purchase shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Financing First-Out Authorized Representatives and the Purchasers. If none of the Specified Pari Passu Secured Parties timely exercises such right the First-Out Secured Parties shall have no further obligations pursuant to this Section 7.22 for such Purchase Event and may take any further actions in their sole discretion in accordance with the First-Out Documents and (y) this Agreement. Each First-Out Secured Party will retain all rights to indemnification provided in the aggregate facing relevant First-Out Document for all claims and similar fees which will accrue thereon through other amounts relating to the stated maturity period prior to the purchase of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing First-Out Obligations pursuant to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearSection 7.22.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or Priority Claimholders’ remedies under the First Priority Loan Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each the First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees Priority Claimholders agree that at any time following following: (i) an acceleration of all the First Lien Priority Obligations in accordance with the terms of the First Lien Financing Documents Priority Credit Agreement, (ii) a payment default in respect of principal or interest under the First Priority Credit Agreement that has not been cured or waived by the First Priority Claimholders within 60 days of the occurrence thereof or (iiiii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorProceeding, the First Lien Claimholders Priority Collateral Agent, on behalf of the First Priority Claimholders, will offer each the Second Lien Claimholder Priority Claimholders, including the Second Priority Noteholders, by written notice to the Second Priority Collateral Agent, the option to purchase at par the entire aggregate outstanding amount of the outstanding First Lien Priority Obligations (and to assume the entire amount of including unfunded commitments under the First Lien Financing Documents), Priority Credit Agreement) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Priority Obligations (including the unreimbursed an amount in cash equal to 105% of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Creditcredit), and all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and (but excluding any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligationspremiums), (2) the net aggregate amount then owing to counterparties First Priority Lender Counterparties under First Lien Hedge Agreements governing the First Lien Secured Priority Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, including all amounts owing to the counterparties First Priority Lender Counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Priority Claimholders under the First Lien Priority Loan Documents on the date of purchasepurchase to the extent not allocable to Excess First Priority Obligations. (b) The Second Priority Claimholders opting to purchase the First Priority Obligations shall irrevocably accept such offer within twenty (20) Business Days of the receipt thereof and shall agree to consummate the purchase no later than the fortieth (40th) Business Day after the receipt of such offer, subject to any required approval of any court or other Governmental Authority then in effect, if any. Such sale shall be pursuant to documentation mutually acceptable to each of the First Priority Collateral Agent and the purchasing Second Priority Claimholders, without the prior written consent of the Company or any other Grantor. If the Second Priority Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe above), the First Priority Claimholders shall have no further obligations pursuant to this Section 5.7 and may take any further actions in their sole discretion in accordance with the First Priority Loan Documents and this Agreement. Each First Priority Claimholder will retain all rights to DM3\8975843.1 indemnification provided in the relevant First Priority Loan Documents for all claims and other amounts relating to periods prior to the purchase of the First Priority Obligations pursuant to this Section 5.7. The Purchase Price shall be accompanied remitted by delivery wire transfer in federal funds to such bank account of the First Priority Collateral Agent for the ratable account of the First Priority Collateral Agent and the First Priority Claimholders in New York, New York, as the First Priority Collateral Agent may designate in writing to the Directing purchasing Second Priority Claimholders for such purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by the Second Priority Noteholders that have exercised such option to the bank account designated by the First Lien Priority Collateral Agent of cash collateral are received in immediately available fundssuch bank account prior to 1:00 p.m., New York City time and interest shall be calculated to be deposited under and including such Business Day if the sole dominion amounts so paid by such Second Priority Noteholders to the bank account designated by the First Priority Collateral Agent are received in such bank account later than 1:00 p.m., New York City time on such Business Day. (c) The Second Priority Claimholders agree that the purchase and control sale of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure Priority Obligations under this Section 5.7 will be expressly made without recourse and without representation or warranty of any kind by the First Lien Priority Claimholders, except that the First Priority Claimholders shall severally and not jointly represent and warrant to the Second Priority Claimholders that on the date of the purchase, immediately before giving effect to such purchase: (i) the principal of and accrued and unpaid interest on the First Priority Obligations, and the fees and expenses thereof owed to the respective First Priority Claimholders, are as stated in any assignment agreement prepared in connection with any issued the purchase and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity sale of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and Priority Obligations; and (ii) upon each First Priority Claimholder owns the First Priority Obligations purported to be owned by it free and clear of any drawing under any Liens (other than participation interests not prohibited by the First Lien Letter of CreditPriority Credit Agreement, in which case the Directing Purchase Price will be appropriately adjusted so that the Second Priority Claimholders do not pay amounts represented by participation interests). (d) Any Excess First Lien Collateral Agent shall apply amounts deposited with it as described above to repay Priority Obligations will, after the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% closing of the sum purchase of the aggregate undrawn amount First Priority Obligations in accordance with this Section 5.7, remain Excess First Priority Obligations for all purposes of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearAgreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or Priority Claimholders’ remedies under the First Priority Loan Documents, this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each the First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees Priority Claimholders agree that at any time following following: (i) an acceleration of all the First Lien Priority Obligations in accordance with the terms of the First Lien Financing Documents Priority Credit Agreement, (ii) a payment default in respect of principal or interest under the First Priority Credit Agreement that has not been cured or waived by the First Priority Claimholders within 60 days of the occurrence thereof or (iiiii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorProceeding, the First Lien Claimholders Priority Collateral Agent, on behalf of the First Priority Claimholders, will offer each the Second Lien Claimholder Priority Claimholders, including the Second Priority Noteholders, by written notice to the Second Priority Collateral Agent, the option to purchase at par the entire aggregate outstanding amount of the outstanding First Lien Priority Obligations (and to assume the entire amount of including unfunded commitments under the First Lien Financing Documents), Priority Credit Agreement) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Priority Obligations (including the unreimbursed an amount in cash equal to 105% of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Creditcredit), and all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and (but excluding any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligationspremiums), (2) the net aggregate amount then owing to counterparties First Priority Lender Counterparties under First Lien Hedge Agreements governing the First Lien Secured Priority Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, including all amounts owing to the counterparties First Priority Lender Counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Priority Claimholders under the First Lien Priority Loan Documents on the date of purchase. The Purchase Price shall be accompanied by delivery purchase to the Directing extent not allocable to Excess First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearPriority Obligations.

Purchase Right. (aA) Without prejudice to the enforcement of any of the First Lien ClaimholderLender’s rights or remedies under this Agreement, any other First Lien Financing Loan Documents, at law or in equity or otherwise, each the First Lien Collateral Administrative Agent, on behalf of its Related the First Lien ClaimholdersLenders, agrees that at any time following in the event of (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or Loan Documents, (ii) the occurrence of a Second Lien Prepayment Suspension Event, (iii) a payment default under the First Lien Credit Agreement that is not cured, or waived by the First Lien Requisite Lenders, within sixty (60) days of its occurrence (iv) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorObligor (any such event, the “Trigger Event”), the First Lien Claimholders will offer each Lenders will, within 10 Business Days of the first Trigger Event (or such later day as may be agreed by the Second Lien Claimholder Administrative Agent), offer the Second Lien Lenders (acting collectively) the option to purchase at par 100% of the entire aggregate outstanding amount of the First Lien Principal Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Loan Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholdersrecourse. The “Purchase Price” will be an amount, payable in cash, equal to the sum of: of (1x) in the principal amount case of all loans, advances or other similar extensions of credit included in the that constitute First Lien Obligations (including the unreimbursed amount drawn letters of credit) and all issued letters loans, advances or other similar extensions of credit (including drawn letters of credit) provided by any of the First Lien Letters of CreditLenders in connection with a DIP Financing then outstanding (in an aggregate principal amount up to $25,000,000 or such greater principal amount as not opposed or objected to by the Second Lien Secured Parties), but excluding 100% of the undrawn principal amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), thereof and all accrued and unpaid interest (including Post-Petition Interestwhere applicable, default interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligationspurchase, plus (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, includingy), in the case of such First Lien Hedge obligations under terminated Secured Swap Agreements, all amounts owing to the counterparties as a result 100% of the termination (aggregate Swap Obligations then due and payable or early termination) thereof, and (3) all otherwise accrued and unpaid feesowing thereunder (unless, expenses with respect to any particular Secured Swap Agreement, such other arrangements have been made by the Grantors and other amounts owed the applicable Permitted Swap Provider who is a party to such Secured Swap Agreement in a manner satisfactory to such Permitted Swap Provider in its sole discretion (and communicated to the First Lien Claimholders under Administrative Agent)), plus (z) all other First Lien Obligations (including fees, expenses, indemnities and other amounts, including out-of- pocket expenses (such as the fees and expenses of attorneys and other professionals)), which are then outstanding to the various First Lien Secured Parties, pursuant to the terms of the various First Lien Loan Documents and other agreements and instruments secured by the First Lien Security Documents on the date of purchase(but not including Unasserted Contingent Obligations). The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Administrative Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Administrative Agent, in such amount as the Directing First Lien Collateral Administrative Agent determines is reasonably necessary to secure the First Lien Claimholders Lenders in connection with any issued and outstanding First Lien Letters letters of Credit credit under the First Lien Financing Documents but in any event not to exceed 105103% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters letters of Credit credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity)Loan Documents. It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any letter of credit, the First Lien Letter of Credit, the Directing First Lien Collateral Administrative Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any letter of credit, the First Lien Letter of Credit, the Directing First Lien Collateral Administrative Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (aA), those amounts (if any) then on deposit with the Directing First Lien Collateral Administrative Agent as cash collateral, described in this paragraph (aA) which exceed 105103% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity)credit, shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters letters of Credit credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Administrative Agent as described above in this paragraph (aA) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear. (B) The Second Lien Lenders (acting collectively) shall irrevocably accept or reject such offer within sixty (60) days of the receipt thereof by the Second Lien Administrative Agent and the parties shall endeavor to close promptly thereafter. The Second Lien Lenders shall only be permitted to acquire the entire amount of the First Lien Principal Obligations, and may not acquire less than all of such First Lien Principal Obligations. If the Second Lien Lenders timely accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the First Lien Administrative Agent and the Second Lien Administrative Agent. If the Second Lien Lenders reject such offer (or do not so irrevocably accept such offer within the required timeframe), the First Lien Lenders shall have no further obligations and may take any further actions in their sole discretion as permitted in accordance with the First Lien Loan Documents and this Agreement. Each First Lien Lender will retain all rights to indemnification and expense reimbursement provided in the relevant First Lien Loan Documents for all claims and other amounts relating to periods prior to the purchase of the First Lien Obligations pursuant to this Section 7.06. Upon the consummation of the purchase and sale of the First Lien Obligations, the First Lien Administrative Agent shall, at the request of the Second Lien Administrative Agent, resign from its role in accordance with the applicable First Lien Loan Document (and comply with any provisions contained therein with respect to successors to such role or the powers granted in connection with such role) and cooperate with an orderly transition of Liens in the Collateral. (C) The purchase and sale of the First Lien Obligations under this Section 7.06 will be without recourse and without representation or warranty of any kind by the First Lien Lenders, except that the First Lien Lenders shall severally and not jointly represent and warrant to the Second Lien Lenders that on the date of the purchase, immediately before giving effect to such purchase: (i) the principal of and accrued and unpaid interest on the First Lien Obligations are as stated in any assignment agreement prepared in connection with the purchase and sale of the First Lien Obligations; (ii) each First Lien Lender owns the First Lien Obligations purported to be owned by it free and clear of any Liens; and (iii) that such First Lien Lender has the right to assign the First Lien Obligations.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this AgreementTerm Loan Claimholders’ remedies, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that the Term Loan Claimholders agree at any time following (i) an acceleration of all the First Lien Term Loan Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorTerm Loan Agreement, the First Lien Term Loan Claimholders will offer each Second Lien Claimholder the Revolving Credit Claimholders the option to purchase at par the entire aggregate outstanding amount of the First Lien outstanding Term Loan Obligations at par (and without regard to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth belowany prepayment penalty or premium), without warranty or representation or recourse except as provided in Section 5.7(c)recourse, on a pro rata basis among the First Lien across Term Loan Claimholders. The “Purchase Price” Revolving Credit Claimholders shall irrevocably accept or reject such offer within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter. If the Revolving Credit Claimholders accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the Term Loan Collateral Agent and the Revolving Credit Collateral Agent. If the Revolving Credit Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe), the Term Loan Claimholders shall have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance with the Term Loan Documents and this Agreement. (b) Without prejudice to the enforcement of the Revolving Credit Claimholders’ remedies, the Revolving Credit Claimholders agree at any time following an acceleration of the Revolving Credit Obligations in accordance with the terms of the Revolving Credit Agreement, the Revolving Credit Claimholders will equal offer the sum of: (1) Term Loan Claimholders the principal option to purchase the entire aggregate amount of all loans, advances or similar extensions of credit included in the First Lien outstanding Revolving Credit Obligations (including unfunded commitments under the unreimbursed amount of all issued letters of credit Revolving Credit Agreement) at par (including First Lien Letters of Creditwithout regard to any prepayment penalty or premium), but excluding without warranty or representation or recourse, on a pro rata basis across Revolving Credit Claimholders. The Term Loan Claimholders shall irrevocably accept or reject such offer within ten (10) Business Days of the undrawn amount receipt thereof and the parties shall endeavor to close promptly thereafter. If the Term Loan Claimholders accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of then outstanding letters of credit the Revolving Credit Collateral Agent and the Term Loan Collateral Agent. If the Term Loan Claimholders reject such offer (including or do not so irrevocably accept such offer within the undrawn amount of then outstanding First Lien Letters of Creditrequired timeframe), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Revolving Credit Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance with the First Lien Financing Revolving Credit Loan Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearAgreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the remedies under the First Lien Claimholder’s rights or remedies under this AgreementCredit Documents, any other the First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf Claimholders and the holders of its Related First Lien Claimholders, agrees that the European Term Loans and the European Revolving Commitments agree at any time following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorCredit Agreement, the First Lien Claimholders and the holders of the European Term Loans and the European Revolving Commitments will offer each the Second Lien Claimholder Claimholders the option to purchase at par the entire aggregate outstanding amount of the outstanding First Lien Obligations (and to assume the entire amount of including unfunded commitments to the Company or any Grantor under the First Lien Financing Documents)Credit Agreement) and the entire aggregate amount of the outstanding European Term Loans and all unfunded commitments to the European First Lien Borrower under the First Lien Credit Agreement) at par plus accrued interest, at commitment fees and expenses for which the Purchase Price Company is obligated under the First Lien Loan Documents (together with the deposit of cash collateral as set forth belowwithout regard to any prepayment penalty or premium), without warranty or representation or recourse (except as provided in Section 5.7(cto free and clear title), on a pro rata basis among the across First Lien ClaimholdersClaimholders and holders of the European Term Loans and the European Revolving Commitments. The “Purchase Price” will equal Second Lien Claimholders shall irrevocably accept or reject such offer within ten (10) Business Days of the sum of: (1) receipt thereof and the principal amount of all loansparties shall endeavor to close promptly thereafter. If the Second Lien Claimholders accept such offer, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would it shall be applicable upon prepayment exercised pursuant to documentation mutually acceptable to each of the First Lien Obligations, (2) Collateral Agent and the net aggregate amount then owing to counterparties under First Second Lien Hedge Agreements governing Collateral Agent containing customary terms and provisions. If the First Second Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of Claimholders reject such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination offer (or early termination) thereofdo not so irrevocably accept such offer within the required timeframe), and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under and the holders of the European Term Loans and the European Revolving Commitments shall have no further obligations pursuant to this Section 5.5 and may take any further actions in their sole discretion in accordance with the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Loan Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearAgreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this AgreementTerm Loan Claimholders’ remedies, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that the Term Loan Claimholders agree at any time following (i) an acceleration of all the First Lien Term Loan Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorTerm Loan Agreement, the First Lien Term Loan Claimholders will offer each Second Lien Claimholder the Revolving Credit Claimholders the option to purchase at par the entire aggregate outstanding amount of the First Lien outstanding Term Loan Obligations at par (and without regard to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth belowany prepayment penalty or premium), without warranty or representation or recourse except as provided in Section 5.7(c)recourse, on a pro rata basis among the First Lien across Term Loan Claimholders. The “Purchase Price” Revolving Credit Claimholders shall irrevocably accept or reject such offer within ten (10) Business Days of the receipt thereof and the parties shall endeavor to close promptly thereafter. If the Revolving Credit Claimholders accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the Term Loan Collateral Agent and the Revolving Credit Collateral Agent. If the Revolving Credit Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe), the Term Loan Claimholders shall have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance with the Term Loan Documents and this Agreement. (b) Without prejudice to the enforcement of the Revolving Credit Claimholders’ remedies, the Revolving Credit Claimholders agree at any time following an acceleration of the Revolving Credit Obligations in accordance with the terms of the Revolving Credit Agreement, the Revolving Credit Claimholders will equal offer the sum of: (1) Term Loan Claimholders the principal option to purchase the entire aggregate amount of all loans, advances or similar extensions of credit included in the First Lien outstanding Revolving Credit Obligations (including unfunded commitments under the unreimbursed amount of all issued letters of credit Revolving Credit Agreement) at par (including First Lien Letters of Creditwithout regard to any prepayment penalty or premium), but excluding without warranty or representation or recourse, on a pro rata basis across Revolving Credit Claimholders. The Term Loan Claimholders shall irrevocably accept or reject such offer within ten (10) Business Days of the undrawn amount receipt thereof and the parties shall endeavor to close promptly thereafter. If the Term Loan Claimholders accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of then outstanding letters of credit the Revolving Credit Collateral Agent and the Term Loan Collateral Agent. If the Term Loan Claimholders reject such offer (including or do not so irrevocably accept such offer within the undrawn amount of then outstanding First Lien Letters of Creditrequired timeframe), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Revolving Credit Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding have no further obligations pursuant to this Section 5.6 and may take any further actions in their sole discretion in accordance With the First Lien Financing Revolving Credit Loan Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearAgreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this AgreementClaimholders remedies, any other the First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that Claimholders agree at any time following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the Amended and Restated First Lien Financing Documents Credit Agreement, the First Lien Claimholders, (ii) a payment default under the Amended and Restated First Lien Credit Agreement that has not been cured or waived by the First Lien Secured Parties within 60 days of the occurrence thereof or (iiiii) the commencement of any Insolvency or Liquidation Proceeding with respect to any ObligorProceeding, will offer the First Second Lien Claimholders will offer each Second Lien Claimholder the option to purchase at par the entire aggregate outstanding amount of the outstanding First Lien Obligations (and to assume the entire amount of including unfunded commitments under the Amended and Restated First Lien Financing Documents), Credit Agreement) at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse [except as provided in Section 5.7(c)], on a pro rata basis among the across First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien amounts drawn on Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), and all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and (but excluding any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligationspremiums), (2) the net aggregate amount then owing to counterparties under Hedge Agreements that are First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services AgreementsLoan Documents, including, in the case of such First Lien Hedge Agreements, including all amounts owing to the counterparties as a result of the termination (or early termination) thereofthereof and the net amount then owing in respect of Borrower Cash Management Arrangement Obligations, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders Creditors under the First Lien Loan Documents on the date of purchase. The Purchase Price shall be accompanied by delivery purchase to the Directing extent not allocable to Excess First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearObligations.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this AgreementClaimholders' remedies, any other the First Lien Financing DocumentsClaimholders agree that, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time promptly following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Credit Documents, (ii) a payment default under the First Lien Credit Documents that has not been cured or waived in accordance with the terms of the First Lien Credit Documents, (iii) an event of default (other than a payment default) under the First Lien Credit Documents that has not been cured or waived within 45 days of the occurrence thereof, (iv) an exercise of remedies by the First Lien Collateral Agent or other First Lien Claimholders with respect to, and in accordance with the terms of, the First Lien Credit Documents or (iiv) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor("Purchase Option Event"), the First Lien Claimholders will offer in writing to the Second Lien Lenders the option to purchase (an "Offer to Purchase"), subject to Section 5.7(b), the entire aggregate amount of outstanding First Lien Obligations at the Purchase Price without warranty or representation or recourse, except as provided in Section 5.7(d). The Second Lien Lenders shall irrevocably accept or reject such offer within 20 Business Days of the receipt thereof, and the parties shall endeavor to close promptly and in any event no later than 20 Business Days thereafter. If the Second Lien Lenders accept such offer, it shall be exercised pursuant to assignment documentation required under the First Lien Credit Agreement for assignments by lenders thereunder and otherwise reasonably acceptable to each of the First Lien Collateral Agent and the Required Lenders (as defined in, the Second Lien Credit Documents) (the "Assignment Agreement"). (b) The Second Lien Lenders agree, solely as among themselves, that upon the occurrence of any Purchase Option Event and receipt of an Offer to Purchase, the Second Lien Collateral Agent shall send a notice to all Second Lien Lenders giving notice thereof and each Second Lien Claimholder Lender shall have the option to purchase at par least its pro rata share (calculated based on the entire aggregate outstanding amount Second Lien Obligations) of the First Lien Obligations. No Second Lien Lender shall be required to participate in any purchase offer hereunder, and a purchase offer may be accepted by any or all of the Second Lien Lenders, subject to the requirements of this Section 5.7. The provisions of this Section 5.7(b) are intended solely for the benefit of the Second Lien Lenders and may be modified, amended or waived by them without the approval of any other Person, except the Second Lien Collateral Agent to the extent its obligations are modified hereunder. (c) If the Second Lien Lenders reject the offer made pursuant to Section 5.7(a), the First Lien Claimholders shall have no further obligations pursuant to this Section 5.7 and may take any further actions in their sole discretion in accordance with the First Lien Credit Documents and this Agreement. Each First Lien Claimholder will retain all rights to indemnification provided in the relevant First Lien Credit Documents for all claims and other amounts relating to periods prior to the purchase of the First Lien Obligations pursuant to this Section 5.7. (d) The purchase and to assume the entire amount sale of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), Obligations under this Section 5.7 will be without warranty or recourse and without representation or recourse except as provided in Section 5.7(c), on a pro rata basis among warranty of any kind by the First Lien Claimholders. The “Purchase Price” will equal , except that the sum of: First Lien Claimholders represent and warrant that on the date of the purchase, immediately before giving effect to the purchase: (1i) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all and accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of on the First Lien Obligations, (2) and the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to premiums thereof, are as stated in the Assignment Agreement; and (ii) the First Lien Claimholders under own the First Lien Documents on the date Obligations free and clear of purchase. The Purchase Price shall be accompanied any Liens (other than participation interests not prohibited by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary to secure the First Lien Claimholders Credit Documents, in connection with any issued and outstanding First Lien Letters of Credit under which case the First Lien Financing Documents but in any event Purchase Price will be appropriately adjusted so that the purchasing creditors do not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of the First Lien Letters of Credit (assuming no drawings thereon before stated maturitypay amounts represented by participation interests). It is understood and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appear.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this AgreementSecured Parties’ remedies, any other the First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees Secured Parties agree that at any time following (ia) an acceleration of all the First Lien Secured Obligations in accordance with the terms of the First Lien Financing Loan Documents or (b) the commencement of a Bankruptcy/Liquidation Proceeding by or against any Grantor (each, a “Purchase Event”), one or more of the Second Lien Secured Parties may request within 30 days after the first date on which a Purchase Event occurs, and the First Lien Secured Parties hereby offer the Second Lien Secured Parties the option, to purchase all, but not less than all, of the aggregate amount of First Lien Secured Obligations outstanding at the time of purchase at (a) in the case of First Lien Secured Obligations other than First Lien Secured Obligations arising under Swap Contracts or in connection with undrawn letters of credit, par (including any premium (to the extent then payable) set forth in the First Lien Credit Agreement or other applicable First Lien Loan Document on the date hereof, interest, expenses and fees (including Post-Petition Interest)), and (b) in the case of First Lien Secured 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 commencement mark-to-market value of any Insolvency or Liquidation Proceeding such Swap Contract, as determined by the counterparty to the Grantor thereunder with respect to any Obligor, the First Lien Claimholders will offer each Second Lien Claimholder the option to purchase at par the entire aggregate outstanding amount of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together such Swap Contract in accordance with the deposit of cash collateral as set forth below)terms thereof and in accordance with customary methods for calculating mark-to-market amounts under similar arrangements by such counterparty, 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 provided defined in Section 5.7(c), on a pro rata basis among the applicable First Lien ClaimholdersLoan Document)). The “Purchase Price” will equal In the sum of: (1) the principal amount case of all loans, advances or similar extensions of credit included in the any First Lien Secured Obligations (including the unreimbursed amount in respect of all issued letters of credit (including reimbursement obligations in connection therewith), simultaneous with the purchase of the other First Lien Letters of Credit)Secured Obligations, but excluding the undrawn amount of then outstanding purchasing Second Lien Secured Parties shall provide First Lien Secured Parties who issued such letters of credit cash collateral in such amounts (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interestnot to exceed 103% thereof) thereon through the date of purchase and any prepayment penalties or premiums that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the as such First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case of such First Lien Hedge Agreements, all amounts owing to the counterparties as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines Parties determine is reasonably necessary to secure the such First Lien Claimholders Secured Parties in connection with any issued outstanding and outstanding First Lien Letters undrawn letters of Credit under credit. If such right is exercised, the First Lien Financing Documents parties shall endeavor to close promptly thereafter but in any event not to exceed 105% within 10 Business Days of the sum request. If one or more of (x) the aggregate undrawn amount Second Lien Secured Parties exercise such purchase right, it shall be exercised pursuant to documentation mutually acceptable to each of all such the Designated First Lien Letters Representative and the Designated Second Lien Representative. If none of Credit outstanding pursuant to the Second Lien Secured Parties exercise such right within 30 days after the first date on which a Purchase Event occurs, the First Lien Financing Documents Secured Parties shall have no further obligations pursuant to this Section 2.09 for such Purchase Event and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity of may take any further actions in their sole discretion in accordance with the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood Security Documents and agreed that (i) at the time any facing or similar fees are owing to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearAgreement.

Purchase Right. (a) Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following If (i1) there is an acceleration of all the First Lien Obligations in accordance with the terms of Indenture, (2) a payment default under the Indenture that is not cured, or waived by First Lien Financing Documents or Claimholders, within sixty days of its occurrence, (ii3) the commencement of any an Insolvency or Liquidation Proceeding Proceeding, (4) the commencement by the First Lien Agent of an Enforcement Action (other than an action solely relating to the valuation of, and the engagement of third Persons for purposes of a valuation of, the Shared Collateral) with respect to any Obligora material portion of the Shared Collateral during the continuance of an Event of Default or (5) a payment default under the Second Lien Document that is not cured, or waived by the First Second Lien Claimholders, within sixty days of its occurrence (each a “Purchase Event”), then Second Lien Claimholders will offer each Second Lien Claimholder the option to may purchase at par the entire aggregate outstanding amount all, but not less than all, of the First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), at the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum Obligations”). Such purchase will: (i) include all principal of: (1) the principal amount of all loans, advances or similar extensions of credit included in the First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including First Lien Letters of Credit), but excluding the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date of purchase interest, fees, and any prepayment penalties or premiums that would be applicable upon prepayment of the expenses in respect of, all First Lien ObligationsObligations outstanding at the time of purchase, (ii) be made pursuant to an assignment agreement (the “Assignment Agreement”) and other documentation in form and substance reasonably satisfactory to, (2) the net aggregate amount then owing to counterparties under and prepared by counsel for, First Lien Hedge Agreements governing Agent (with the First Lien Secured Hedging Obligations and First Lien Banking Services Agreements, including, in the case cost of such First counsel to be paid by the Purchasing Creditors), whereby Second Lien Hedge Agreements, Claimholders will assume all amounts owing to the counterparties as a result funding commitments and Obligations of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall Loan Documents, and (iii) otherwise be accompanied by delivery subject to the Directing terms and conditions of this Article VI. Each First Lien Collateral Agent of cash collateral Claimholder will retain all rights to indemnification provided in immediately available funds, to be deposited under the sole dominion and control of the Directing relevant First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent determines is reasonably necessary Loan Documents for all claims and other amounts relating to secure the First Lien Claimholders in connection with any issued and outstanding First Lien Letters of Credit under the First Lien Financing Documents but in any event not to exceed 105% of the sum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant periods prior to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity purchase of the First Lien Letters of Credit (assuming no drawings thereon before stated maturity). It is understood and agreed that (i) at the time any facing or similar fees are owing Obligations pursuant to an issuer with respect to any First Lien Letter of Credit, the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same and (ii) upon any drawing under any First Lien Letter of Credit, the Directing First Lien Collateral Agent shall apply amounts deposited with it as described above to repay the respective unpaid drawing. After giving effect to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing First Lien Collateral Agent as cash collateral, described in this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearArticle VI.

Purchase Right. (a) Section I.01 Without prejudice to the enforcement of any of the First Lien Claimholder’s rights or remedies under this Agreement, any other First Lien Financing Documents, at law or in equity or otherwise, each First Lien Collateral Agent, on behalf of its Related First Lien Claimholders, agrees that at any time following (i) an acceleration of all the First Lien Obligations in accordance with the terms of the First Lien Financing Documents or (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor’ remedies, the First Lien Claimholders will offer each Second Lien Claimholder agree that following (a) the option to purchase at par the entire aggregate outstanding amount acceleration of the First Lien Obligations 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 holders of the Second Lien Debt may request, and to assume the entire amount of unfunded commitments under the First Lien Financing Documents)Claimholders hereby offer the holders of Second Lien Debt the option, at to purchase all, but not less than all, of the Purchase Price (together with the deposit of cash collateral as set forth below), without warranty or representation or recourse except as provided in Section 5.7(c), on a pro rata basis among the First Lien Claimholders. The “Purchase Price” will equal the sum of: (1) the principal aggregate amount of all loans, advances or similar extensions of credit included in the outstanding First Lien Obligations (including the unreimbursed amount of all issued letters of credit (including unfunded commitments under any First Lien Letters of Credit), but excluding Loan Document) outstanding at the undrawn amount of then outstanding letters of credit (including the undrawn amount of then outstanding First Lien Letters of Credit), all accrued and unpaid interest (including Post-Petition Interest) thereon through the date time of purchase and at par, plus any prepayment penalties or premiums premium that would be applicable upon prepayment of the First Lien Obligations, (2) the net aggregate amount then owing to counterparties under First Lien Hedge Agreements governing the First Lien Secured Hedging Obligations and First Lien Banking Services Agreementsaccrued and unpaid interest, includingall interest accrued thereon after the commencement of any Insolvency or Liquidation Proceeding, at the applicable post-default rate and fees (including breakage costs and, in the case of any secured Hedging Obligations, the amount that would be payable by the relevant Grantor thereunder if such Grantor were to terminate the hedge agreement in respect thereof on the date of the purchase or, if not terminated an amount determined by the relevant First Lien Hedge AgreementsClaimholder to be necessary to collateralize its credit risk arising out of such agreement and, if applicable, the cash collateral to be furnished to the First Lien Claimholders providing letters of credit under the First Lien Loan Documents in such amounts (not to exceed 105% thereof), and, in the case of any secured Bank Product Obligations that are First Lien Obligations, the amount that would be payable to First Lien Claimholders, including all amounts owing to the counterparties payable as a result of the termination (or early termination) thereof, and (3) all accrued and unpaid fees, expenses and other amounts owed to the as such First Lien Claimholders under the First Lien Documents on the date of purchase. The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be deposited under the sole dominion and control of the Directing First Lien Collateral Agent, in such amount as the Directing First Lien Collateral Agent Claimholder determines is reasonably necessary to secure such First Lien Claimholder in connection with any such outstanding and undrawn letters of credit), without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to customary assignment documentation). If such right is exercised, the First Lien Claimholders in connection with any issued and outstanding First the holders of Second Lien Letters of Credit under the First Lien Financing Documents Debt shall endeavor to close promptly thereafter but in any event not to exceed 105% within ten (10) Business Days of the sum request. If one or more of (x) the aggregate undrawn amount holders of all Second Lien Debt exercise such First Lien Letters of Credit outstanding purchase right, it shall be exercised pursuant to the First Lien Financing Documents and (y) the aggregate facing and similar fees which will accrue thereon through the stated maturity documentation mutually acceptable to each of the First Lien Letters Representatives and the purchasing holders of Credit (assuming no drawings thereon before stated maturity)Second Lien Debt. It is understood and agreed that (i) at If none of the time any facing or similar fees are owing to an issuer with respect to any holders of Second Lien Debt timely exercises such right the First Lien Letter of Credit, Claimholders shall have no further obligations pursuant to this Section 5.8 for such Purchase Event and may take any further actions in their sole discretion in accordance with the Directing First Lien Collateral Agent may apply amounts deposited with it as described above to pay same Loan Documents and (ii) upon any drawing under any this Agreement. Each First Lien Letter of Credit, Claimholder will retain all rights to indemnification provided in the Directing relevant First Lien Collateral Agent shall apply Loan Document for all claims and other amounts deposited with it as described above relating to repay the respective unpaid drawing. After giving effect period prior to any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the Directing purchase of the First Lien Collateral Agent as cash collateral, described in Obligations pursuant to this paragraph (a) which exceed 105% of the sum of the aggregate undrawn amount of all then outstanding First Lien Letters of Credit and the aggregate facing and similar fees (to the respective issuers) which will accrue thereon through the stated maturity of the then outstanding First Lien Letters of Credit (assuming no drawings thereon before stated maturity), shall be returned to the respective purchaser or purchasers, as their interests appear. Furthermore, at such time as all First Lien Letters of Credit have been cancelled, expired or been fully drawn, as the case may be, and after all applications described above have been made, any excess cash collateral then on deposit with the Directing First Lien Collateral Agent as described above in this paragraph (a) (and not previously applied or released as provided above) shall be returned to the respective purchaser or purchasers, as their interests appearSection 5.8.