Common use of Purchase Right Clause in Contracts

Purchase Right. (a) If (i) the ABL Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company 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 automatic acceleration) or shall remain unpaid following the Maturity Date (as defined in the ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not less than all) of the ABL Obligations pursuant to this Section 3.8; provided, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company within fifteen (15) business days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”).

Purchase Right. (a) If The Stockholder hereby grants to Sub an irrevocable option (the "Stock Option") to purchase the Shares at a purchase price per Share (the "Purchase Price") equal to the liquidation preference of such share PLUS all accrued and unpaid dividends thereon on the date of purchase, payable in cash, until the termination date set forth in Section 8. Until the termination date set forth in Section 8, if (i) the ABL Agent Offer is terminated, abandoned or “Required Lenders” withdrawn by Parent or Sub (as defined in whether due to the ABL Credit Agreement) shall sell, lease, license or dispose failure of all or substantially all any of the ABL Priority Collateral by private conditions thereto or public saleotherwise), (ii) an Insolvency Proceeding with respect to the Company or Holdings shall have occurred or shall have been commenced, Offer is consummated but Sub has not accepted for payment and paid for the Shares or (iii) the ABL Obligations Merger Agreement is terminated in accordance with its terms, the Stock Option shall, in any such case, become exercisable, in whole but not in part, upon the first to occur of any such event and remain exercisable, in whole but not in part, until the date which is 90 days after the date of the occurrence of such event, but shall not be exercisable in each case unless: (x) all waiting periods under the ABL Credit Agreement Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), required for the purchase of Shares upon the exercise of the Stock Option shall have expired or been accelerated waived and all other necessary governmental consents required for Sub to purchase Shares upon the exercise of the Stock Option, including, but not limited to, all necessary approvals of the Polish Anti-Monopoly Commission, and (including as a result y) there shall not then be in effect any preliminary or final injunction or other order issued by any court or governmental, administrative or regulatory agency or authority prohibiting the exercise of any automatic acceleration) or shall remain unpaid following the Maturity Date (as defined Stock Option pursuant to this Agreement. Provided that this Agreement has not been terminated, in the ABL Credit Agreement), (each such event that the Stock Option is not exercisable because the circumstances described in clauses (ix) through and (iiiy) herein abovehave not occurred, a “Purchase then the Stock Option Event”)shall be exercisable for the 90 day period commencing on the date that the circumstances set forth in clauses (x) and (y) have occurred. In the event that Parent wishes to exercise the Stock Option, the Term Secured Parties Parent shall have the opportunity to purchase (at par and without premium) all (but not less than all) of the ABL Obligations pursuant to this Section 3.8; provided, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails to deliver send a written notice (a “Purchase Notice”) to the ABL Agent with a copy to Stockholder identifying the Company within fifteen (15) place for the closing of such purchase at least three business days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and the applicable Term Secured Parties committing prior 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”)closing.

Purchase Right. (a) If Each Senior Representative agrees that 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) the ABL Agent any Enforcement Action with respect to Shared Collateral or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) any Insolvency or Liquidation Proceeding (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 stay 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 commencement of an Enforcement Action or the institution of any Insolvency Proceeding with respect to the Company or Holdings shall have occurred or shall have been commencedby any Senior Representative, or (iii) the ABL Obligations under the ABL Credit Agreement shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Maturity Date (as defined in the ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Term Secured Parties Second Priority Debt Party shall have the opportunity 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 Priority Representative of the Enforcement Notice, to purchase (at par and without premium) all (all, but not less than all) , of the ABL Senior Obligations pursuant to this Section 3.8; providedfrom the Senior Secured Parties. In the case of a voluntary Insolvency or Liquidation Proceeding commenced by any Grantor, that such 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 shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company within fifteen (15) business days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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 within ten (10) business days after Business Days from the commencement of 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 defined below) shall have been consummated on the Business Day specified in the Purchase Notice was received by the ABL Agent to purchase all (but not less than all) of the ABL Obligations pursuant to this in accordance with Section 3.8 (the date of such purchase, the “Purchase Date”5.07(b).

Purchase Right. (a) If With respect to each issuance by the Company, any direct or indirect Subsidiary of the Company or any successor thereto, of any Purchase Right Securities, but excluding the issuance of (i) the ABL Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public saleReserved Plan Securities, (ii) an Insolvency Proceeding any Equity Security distributed to the holders of Equity Securities in their capacity as such without payment of consideration therefor, and (iii) any securities issued by a direct or indirect Subsidiary of the Company to the Company or to any other Subsidiary of the Company that is a wholly-owned (disregarding, for such purposes, any shares that are held by directors of such Subsidiary in their capacity as such to satisfy foreign ownership requirements) direct or indirect Subsidiary of the Company, Purchaser shall have the right and option (the “Purchase Right”), which Purchase Right shall be irrevocable, subject to Section 2(d), to purchase from the Company, such Subsidiary or successor thereto, two percent (2%) of the aggregate number of shares, units, options, warrants, dollar amount or other unit of measure, as applicable, of [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the Purchase Right Securities so issued. For the avoidance of doubt, and not in limitation thereof, the Purchase Right shall apply to the issuance of securities pursuant to (A) each of the Restricted Stock Plans and the Stock Option Plan only to the extent (i) any such plan is amended to increase the number of securities reserved for issuance thereunder and the Company or Holdings shall have occurred or shall have been commencedissues securities thereunder not constituting Initial Reserved Plan Securities and (ii) any such securities issued after March 31, or (iii) 2011 exceed the ABL Obligations under the ABL Credit Agreement shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Maturity Date (as defined in the ABL Credit Agreement)Additional Reserved Plan Securities, (each such event B) any stock compensation plan, agreement or arrangement other than the Restricted Stock Plans and the Stock Option Plan adopted by the Company after August 16, 2007, (C) any transaction involving the issuance of Purchase Right Securities (other than any securities described in clause (ii) of the first sentence of this Section 2(c)(i)) to an Alliance Partner other than [***] and (D) any other transaction, agreement or arrangement pursuant to which Purchase Right Securities (other than any securities described in clauses (i) through - (iii) herein above, a “Purchase Option Event”), the Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not less than all) inclusive, of the ABL Obligations pursuant to first sentence of this Section 3.82(c)(i)) are issued by the Company, but shall not apply in any case to the subsequent issuance of any underlying security upon the conversion, exchange, or exercise of a security to which the Purchase Right has already applied. In the event that the Purchase Right Securities whose issuance triggers the Purchase Right contain vesting requirements or otherwise permit or prohibit the purchase of securities prior to, during or after a specified period of time, then any Purchase Right Securities purchased by Purchaser in connection with the exercise of such Purchase Right shall vest or otherwise be exercisable during the same time period and at the same exercise price(s) as such Purchase Right Securities, it being understood that any vesting requirement relating to performance of services shall not apply to Purchaser; provided, however, that if such triggering transaction involves the granting of options to Company’s employees or BN’s employees, then such triggering transaction shall be treated as the issuance of the underlying securities, any vesting or exercise provisions in such options shall be disregarded with respect to Purchaser’s Purchase Right, and such Purchase Right shall apply with respect to the underlying securities only (calculated on a fully-diluted basis as though all underlying securities issuable upon exercise of the options have been exercised). If the Purchase Right Securities contain such terms or conditions as would preclude their purchase by any party other than the party to whom issued in the transaction giving rise to the Purchase Right, the Purchase Right shall not extend to such securities provided that the Company shall make available to Purchaser for purchase pursuant to the Purchase Right, in lieu of such securities, other securities bearing substantially similar rights, seniority, priority, terms and conditions which are reasonably acceptable to Purchaser. Purchaser shall be entitled, in its sole discretion, to elect to purchase less than all of the Purchase Right Securities determined to be available for purchase from time to time pursuant to the Purchase Right, provided that such option election shall expire if the Controlling Term Agent on behalf not constitute a waiver of the applicable Term Secured Parties fails to deliver a written notice (a “Purchase Notice”) right of [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the ABL Agent with a copy omitted portions. Purchaser to the Company within fifteen (15) business days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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 elect to purchase all (but not less than all) of the ABL Obligations pursuant Purchase Right Securities which Purchaser may become entitled to purchase in connection with subsequent applications of this Section 3.8 (the date of such purchase, the “Purchase Date”2(c).

Purchase Right. (a) If (i) the ABL Agent or “Required Requisite Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company 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 automatic acceleration) or shall remain unpaid following the Maturity 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 Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not less than all) of the ABL Obligations pursuant to this Section 3.8; provided, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company Borrower within fifteen ten (1510) business days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”).

Purchase Right. (a) If (i) after the occurrence and during the continuation of an Event of Default, the ABL Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company or Holdings Administrative 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 automatic acceleration) or shall remain unpaid following the Maturity Date latest stated maturity date therefor (as defined in determined by reference to the ABL Credit Agreement), ) (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Term Secured Parties 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 ABL Obligations pursuant to this Section 3.8; provided, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company Administrative Borrower within fifteen ten (1510) business days Business Days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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 Business Days after the Purchase Notice was received by the ABL Agent to purchase all (but not less than all) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”).

Purchase Right. (a) If (i) the ABL Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose an Event of all or substantially all of the ABL Priority Collateral by private or public saleDefault occurs, (ii) an Insolvency Proceeding with respect to a Default under Section 8.01(f) of the Company or Holdings shall have occurred or shall have been commencedCredit Agreement occurs, or (iii) the ABL Administrative Agent delivers a notice of its intent to commence any enforcement action with respect to all or a material portion of the Collateral, (iv) the Obligations under are accelerated in accordance with the ABL Credit Agreement shall have been accelerated (including as a result terms of any automatic acceleration) or shall remain unpaid following the Maturity Date (as defined in the ABL Credit Agreement), or (v) any payment or demand for payment under this Guaranty is made (each such event described in clauses (i) through (iii) herein aboveevent, a “Purchase Option Trigger Event”), then, in any such case, the Term Secured Parties Guarantor shall have the opportunity right, but not the obligation, upon ten (10) calendar days’ advance written notice from the Guarantor (a “Purchase Notice”) to purchase (at par and without premium) the Administrative Agent, for the benefit of the Secured Parties, to acquire from the Secured Parties all (but not less than all) of the ABL Obligations pursuant in accordance with this SECTION 10 and subject to this Section 3.8; provided, that such option shall expire if the Controlling Term Agent on behalf satisfaction of the applicable Term Secured Parties fails Purchase Conditions referred to deliver a written notice below (a “the date of such purchase and satisfaction of such Purchase Notice”) to Conditions, which shall be the ABL Agent with a copy to date specified by the Company within Guarantor in the Purchase Notice and in any event shall not be more than fifteen (15) business days following Business Days after receipt by the first date the Controlling Term Administrative Agent obtains actual knowledge of the occurrence of the earliest Purchase Option EventNotice, which Purchase Notice shall (A) be signed by the Controlling Term Agent and the applicable Term Secured Parties committing is hereinafter referred to such purchase (as the “Purchasing CreditorsPurchase Date”) and indicate the percentage of the ABL Obligations to ). The Purchase Notice, if given, shall be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL Obligations) and (B) state that (1) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase Notice by Notice, and in the ABL Agentabsence of exigent circumstances, the Purchasing Creditors Administrative Agent shall have from not commence any enforcement action with respect to all or a material portion of the date of delivery thereof to and including Collateral or make further demand under this Guaranty. If the date that is Administrative Agent does not receive a Purchase Notice within the ten (10) business days after calendar day period commencing with the Purchase Notice was received by occurrence of a Trigger Event, the ABL Agent Guarantor’s right to purchase all the Obligations as provided herein (but not less than all) and, for the avoidance of doubt, any agreement of the ABL Obligations pursuant to this Section 3.8 (Administrative Agent in the date foregoing sentence), shall expire at the end of such purchaseperiod in respect of such Trigger Event. As used herein, the “Purchase Date”).

Purchase Right. (a) If (i) the ABL Agent or “Required Lenders” an Event of Default (as defined in the ABL Credit Term Loan/Cash Flow Revolver Agreement) shall sell, lease, license under paragraph (g) or dispose (h) of all or substantially all Article VII of the ABL Priority Collateral by private Term Loan/Cash Flow Revolver Agreement has occurred and is continuing or public sale, (ii) an Insolvency Proceeding with respect to the Company or Holdings shall have occurred or shall have been commenced, or (iii) the ABL Obligations under the Agent or any ABL Credit Agreement shall have been accelerated (including as a result of Lender has taken any automatic acceleration) or shall remain unpaid following the Maturity Date (as defined in the ABL Credit Agreement), action to Exercise Any Secured Creditor Remedies (each such event described in clauses (i) through and (iiiii) herein above, a “Purchase Option Event”), the Term Secured Parties Loan/Cash Flow Revolver Lenders shall have the opportunity to purchase (at par and without premium) all (but not less than all) of the ABL Obligations Priority Claims pursuant to this Section 3.86.8; provided, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails Loan/Cash Flow Revolver Lenders fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company within fifteen (15) business days Business Days following the first date the Controlling Term Loan/Cash Flow Revolver Agent obtains actual knowledge of the occurrence of the earliest a Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and the applicable Term Secured Parties Loan/Cash Flow Revolver Lenders committing to such purchase (the “Purchasing Creditors”) and indicate the percentage of the ABL Obligations Priority Claims to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL ObligationsPriority Claims) and (B) state that (1) it is a Purchase Notice delivered pursuant to Section 3.8 6.8 of this Agreement and (2) the 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 five (105) business days Business Days after the Purchase Notice was received by the ABL Agent to purchase all (but not less than all) of the ABL Obligations Priority Claims pursuant to this Section 3.8 6.8 (the date of such purchase, the “Purchase Date”).

Purchase Right. (a) If Without prejudice to the enforcement of the LC Secured Parties’ rights and remedies, the LC Secured Parties agree that following the occurrence of (i) the ABL Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose occurrence of all or substantially all an Event of Default and acceleration of the ABL Priority Collateral by private or public saleLC Obligations in accordance with the terms of the LC Documents, (ii) an Insolvency Proceeding any enforcement action by any LC Secured Party with respect to any material portion of the Company Collateral, (iii) any Insolvency or Holdings shall have occurred or shall have been commencedLiquidation Proceeding, or (iiiiv) the ABL Obligations any bankruptcy or payment default under the ABL Credit Agreement shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Maturity Date (as defined in the ABL Credit Agreement), Notes Indenture (each such event described in clauses (i) through (iii) herein aboveevent, a “Purchase Option Event”), then some or all of the Term Notes Secured Parties shall have the opportunity right to elect to purchase (at par and without premium) all (but not less than all) all of the ABL outstanding LC Obligations, at par, without regard to any prepayment penalty or premium and without warranty, representation or recourse, for the Purchase Price (defined below); provided, with respect to any LC Obligations constituting Bank Product Obligations, at the time of any such purchase pursuant to this Section 3.87.19, the Bank Product Obligations shall have been terminated in accordance with their terms. The participating Notes Secured Parties shall irrevocably exercise each such purchase right by delivery of written notice of their intent to purchase the LC Obligations to the LC Collateral Agent at any time following the Purchase Option Event; provided, that unless the LC Collateral Agent otherwise consents, such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails to deliver a written notice must be received by the LC Collateral Agent no later than the earlier to occur of (a “Purchase Notice”A) 10 Business Days after the LC Collateral Agent delivers to the ABL Agent with a copy to the Company within fifteen (15) business days following the first date the Controlling Term Agent obtains actual knowledge Notes Trustee written notice of the occurrence of the earliest any Purchase Option EventEvent described in clause (i), which Purchase Notice shall (Aii) be signed by the Controlling Term Agent and the applicable Term Secured Parties committing to such purchase or (the “Purchasing Creditors”iii) 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 above, or (B) state if any bankruptcy or payment default under the Notes Indenture has occurred and is continuing, 10 Business Days after LC Collateral Agent delivers written notice to the Notes Trustee that the LC Facility Secured Parties desire to sell or assign the LC Obligations and are actively seeking to identify one or more Persons to purchase and acquire its LC Obligations from such LC Facility Secured Parties. The parties shall close such purchase and sale within 20 Business Days (1or such shorter time as reasonably specified by the participating Notes Secured Parties in such notice) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt after such delivery of such Purchase Notice by notice. To the ABL Agent, the Purchasing Creditors shall have from the date of delivery thereof to and including the date extent that is ten (10) business days after the Purchase Notice was received by the ABL Agent more than one Notes Secured Party elects to purchase the LC Obligations in accordance with this Section 7.19, unless otherwise agreed upon by such Notes Secured Parties electing to purchase the LC Obligations, such Notes Secured Parties shall purchase all (but not less than all) of the ABL LC Obligations pursuant to in accordance with this Section 3.8 (the date of such purchase, the “Purchase Date”)7.19 on a ratable basis based on their outstanding Notes Obligations.

Purchase Right. Without prejudice to the enforcement of the First Lien Claimholders remedies, PDL agrees to give the Second Lien Agent written notice (aan “Acceleration Notice”) If within five (i5) Business Days after PDL accelerates the ABL 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 or “Required Lenders” shall have the option to purchase the aggregate amount of outstanding First Lien Obligations (as defined in including unfunded commitments under the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect at a purchase price equal to the Company or Holdings shall have occurred or shall have been commencedprincipal of, or and all accrued and unpaid interest (iii) the ABL Obligations under the ABL including any Credit Agreement shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Maturity Date (as defined in the ABL Credit AgreementDefault Interest), (each 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 event described in clauses (i) through (iii) herein above, a “Purchase Option Event”)option, the Term Secured Parties Second Lien Agent shall have the opportunity to purchase (at par and without premium) all (but not less than all) of the ABL Obligations pursuant to this Section 3.8; provided, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company PDL within fifteen ten (1510) business days following the first date the Controlling Term Agent obtains actual knowledge Business Days of the occurrence receipt of the earliest Purchase Option EventAcceleration Notice, which Purchase Notice once delivered shall (A) be signed by the Controlling Term Agent irrevocable, and the applicable Term Secured Parties committing to parties shall close such purchase within twenty (the “Purchasing Creditors”20) and indicate the percentage days of the ABL Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% delivery of such Purchase Notice. If the Second Lien Agent delivers a Purchase Notice, the purchase of the ABL Obligations) First Lien Obligations shall be consummated pursuant to documentation mutually acceptable to each of PDL and (B) state the Second Lien Agent or its assignee; provided that (1) it is the First Lien Obligations so purchased shall not include any rights of the First Lien Claimholders with respect to indemnification or other obligations of the Grantors under the First Lien Documents that are expressly stated to survive the termination of the First Lien Documents. If the Second Lien Agent fails to deliver a Purchase Notice delivered pursuant with the timeframe set forth above, or otherwise deliver written notice to Section 3.8 PDL that neither the Second Lien Claimholders nor an assignee of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase Notice by Second Lien Agent desire to purchase the ABL AgentFirst Lien Obligations, the Purchasing Creditors First Lien Claimholders 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) of the ABL Obligations no further obligations pursuant to this Section 3.8 (5.5. Notwithstanding anything to the date contrary set forth in this Section 5.5, nothing herein shall be deemed to limit the rights of such purchase, PDL and the “First Lien Claimholders to commence or to continue to pursue enforcement actions against the Collateral during any period prior to or after the delivery or receipt of any Acceleration Notice or Purchase Date”)Notice.

Purchase Right. (a) If (i) the ABL Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company Borrower or Intermediate 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 automatic acceleration) or shall remain unpaid following the Maturity Date or similar term (as defined in the any ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Term 39168701_7 Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not less than all) of the ABL Obligations pursuant to this Section 3.8; provided, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company Borrower within fifteen ten (1510) business days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”).

Purchase Right. (a) If (i) In the ABL Agent or “Required Lenders” (as defined event that a Change in the ABL Credit Agreement) Control shall selloccur, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company 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 automatic acceleration) or shall remain unpaid following the Maturity Date (as defined in the ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Term Secured Parties Holder shall have the opportunity right (the "PURCHASE RIGHT"), at the Holder's option, but subject to purchase (at par the provisions of Section 11.2 hereof, to require the Company to purchase, and without premium) upon the exercise of such right the Company shall purchase, all (but of such Holder's Securities not less than all) theretofore called for redemption, or any portion of the ABL Obligations Principal thereof that is equal to $1,000 or an integral multiple thereof as directed by such Holder pursuant to this Section 3.8; provided, 11.3 (provided that such option shall expire if no single Security may be purchased in part unless the Controlling Term Agent on behalf portion of the applicable Term Secured Parties fails Principal of such Security to deliver be Outstanding after such purchase is equal to $1,000 or an integral multiple thereof), on the date (the "CHANGE OF CONTROL PURCHASE DATE") that is a written notice (a “Purchase Notice”) to Business Day no earlier than 30 days nor later than 60 days after the ABL Agent with a copy to the Company within fifteen (15) business days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence Change of the earliest Purchase Option Event, which Purchase Control Notice shall (A) be signed by the Controlling Term Agent and the applicable Term Secured Parties committing to such at a 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 price equal to 100% of the ABL ObligationsPrincipal of the Securities to be purchased (the "CHANGE OF CONTROL PURCHASE PRICE"), plus accrued and unpaid Interest and Additional Interest, if any, to, but excluding, the Change of Control Purchase Date; provided, however, that (i) if the Change of Control Purchase Date is an Interest Payment Date, installments of Interest and Additional Interest, if any, on the Securities shall be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such on the relevant Regular Record Date according to their terms and the provisions of Section 2.1 hereof and (Bii) state that (1) it is no Holder shall have a Purchase Notice delivered pursuant Right upon a Change of Control unless prior to Section 3.8 any payment of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt Change of such Control Purchase Notice Price on the Change of Control Purchase Date the Company shall have made any applicable change of control offers required by the ABL Agent, the Purchasing Creditors shall have from the date Company's Senior Debt and has purchased all Senior Debt validly tendered for payment in connection with such change 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) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”)control offers.

Purchase Right. (a) If (i) the ABL Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company or Holdings any Grantor shall have occurred or shall have been commenced, commenced or (iiiii) the ABL Revolving Obligations under the ABL Revolving Credit Agreement shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Maturity Date latest stated maturity date therefor (as defined in determined by reference to the ABL Revolving Credit Agreement), ) (each such event described in clauses (i) through and (iiiii) herein above, a “Purchase Option Event”), the Term Secured Parties 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 ABL Revolving Obligations pursuant to this Section 3.83.7; provided, provided that such option shall expire if the Controlling Term Loan Agent on behalf of the applicable Term Secured Parties fails to deliver a written notice (a “Purchase Notice”) to the ABL Revolving Agent (with a copy to the Company Lead Borrower) within fifteen ten (1510) business days following the first date the Controlling Term Loan Agent obtains actual knowledge receives written notice from Revolving Agent of the occurrence of the earliest such Purchase Option EventEvent (and describing in reasonable detail the then outstanding Revolving Obligations and then existing Revolving Loan Documents), which Purchase Notice shall (A) be signed executed and delivered by the Controlling Term Loan Agent (whether or not Term Loan Agent will be a Purchasing Creditor) and the applicable Term Secured Parties Loan Lenders committing to such purchase (the “Purchasing Creditors”) and indicate the percentage of the ABL Revolving Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must add up to equal 100% of the ABL Revolving Obligations) and (B) state that (1) state that it is a Purchase Notice delivered pursuant to Section 3.8 3.7 of this Agreement and 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 the ABL 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 the ABL Revolving Agent to purchase all (but not less than all) of the ABL Revolving Obligations pursuant to this Section 3.8 3.7 (the date of such purchase, the “Purchase Date”). Term Loan Agent and each 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.

Purchase Right. (a) If (i) the ABL Agent or “Required Requisite Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company 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 automatic acceleration) or shall remain unpaid following the Maturity Scheduled Termination Date or similar term (as defined in the any ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not less than all) of the ABL Obligations pursuant to this Section 3.8; provided, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company Borrower within fifteen ten (1510) business days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”).

Purchase Right. (a) If (i) the ABL Agent or “Required Requisite Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company 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 automatic acceleration) or shall remain unpaid following the Maturity 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 Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not less than all) of the ABL Obligations pursuant to this Section 3.8; provided, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company Borrower within fifteen ten (1510) business days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase 27 Form of J. Crew ABL Intercreditor Agreement 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) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”).

Purchase Right. (a) If (i) after the occurrence of an Event of Default, the ABL Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company Parent or Holdings 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 automatic acceleration) or shall remain unpaid following the Maturity 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 Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not less than allall (other than Excess ABL Obligations (unless such purchaser so elects in its sole discretion))) of the ABL Obligations pursuant to this Section 3.8; provided, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company Lead Borrower within fifteen ten (1510) business days Business Days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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 ObligationsObligations (other than Excess ABL Obligations (unless such purchaser so elects in its sole discretion))) and (B) state that (1) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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 Business Days after the Purchase Notice was received by the ABL Agent to purchase all (but not less than allall (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”).

Purchase Right. (a) If Without prejudice to the enforcement of any of the First Lien 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 ABL Agent First Lien Obligations in accordance with the terms of the First Lien Financing Documents or “Required Lenders” (ii) the commencement of any Insolvency or Liquidation Proceeding with respect to any Obligor which constitutes an Event of Default (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company or Holdings shall have occurred or shall have been commenced, or (iii) the ABL Obligations under the ABL First Lien Credit Agreement shall have been accelerated (including as a result of or any automatic accelerationsimilar terms in any other First Lien Document) or shall remain unpaid following the Maturity Date (as defined in the ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Term Secured Parties Second Lien Claimholders shall have the opportunity to purchase (at par and without premium) all (but not less than all) of the ABL Obligations pursuant to this Section 3.8; providedright, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails to deliver a upon written notice (a “Purchase Notice”) request to the ABL Directing First Lien Collateral Agent with a copy to the Company within fifteen (15) business 30 days following after the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest on which a Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and the applicable Term Secured Parties committing to such purchase Event occurs (the “Purchasing CreditorsExercise Period”) and indicate ), to purchase the percentage entire aggregate outstanding amount of the ABL First Lien Obligations (and to assume the entire amount of unfunded commitments under the First Lien Financing Documents), 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). The Purchase Price shall be accompanied by delivery to the Directing First Lien Collateral Agent of cash collateral in immediately available funds, to be purchased by each Purchasing Creditor (which aggregate commitments must add up 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 100secure 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 ABL Obligationssum of (x) the aggregate undrawn amount of all such First Lien Letters of Credit outstanding pursuant to the First Lien Financing Documents and (By) state 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 (1i) 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 is a Purchase Notice delivered pursuant as described above to Section 3.8 of this Agreement pay same and (2ii) the offer contained therein is irrevocable. Upon receipt upon any drawing under any First Lien Letter of such Purchase Notice by the ABL AgentCredit, the Purchasing Creditors Directing First Lien Collateral Agent shall have from apply amounts deposited with it as described above to repay the date of delivery thereof respective unpaid drawing. After giving effect to and including any payment made as described above in this paragraph (a), those amounts (if any) then on deposit with the date that is ten Directing First Lien Collateral Agent as cash collateral, described in this paragraph (10a) business days after the Purchase Notice was received by the ABL Agent to purchase all (but not less than all) which exceed 105% of the ABL Obligations pursuant 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 Section 3.8 paragraph (a) (and not previously applied or released as provided above) shall be returned to the date of such purchaserespective purchaser or purchasers, the “Purchase Date”)as their interests appear.

Purchase Right. (a) If Each Senior Representative agrees that 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) the ABL Agent any Enforcement Action with respect to Shared Collateral or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) any Insolvency or Liquidation Proceeding (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 stay 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 commencement of an Enforcement Action or the institution of any Insolvency Proceeding with respect to the Company or Holdings shall have occurred or shall have been commencedby any Senior Representative, or (iii) the ABL Obligations under the ABL Credit Agreement shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Maturity Date (as defined in the ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Term Secured Parties Second Priority Debt Party shall have the opportunity 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 Priority Representative of the Enforcement Notice, to purchase (at par and without premium) all (all, but not less than all) , of the ABL Senior Obligations pursuant to this Section 3.8; providedfrom the Senior Secured Parties. In the case of a voluntary Insolvency or Liquidation Proceeding commenced by any Grantor, that such 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 55745340_4 Priority Representative shall have the option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company within fifteen (15) business days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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 within ten (10) business days after Business Days from the commencement of 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 defined below) shall have been consummated on the Business Day specified in the Purchase Notice was received by the ABL Agent to purchase all (but not less than all) of the ABL Obligations pursuant to this in accordance with Section 3.8 (the date of such purchase, the “Purchase Date”5.07(b).

Purchase Right. (a) If Each Senior Representative agrees that 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) the ABL Agent any Enforcement Action with respect to Shared Collateral or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) any Insolvency or Liquidation Proceeding (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 stay 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 Ac- 31447057_4 32101176_5 NEWYORK 8661362 (2K) tions identified in such notice). Following the commencement of an Enforcement Action or the institution of any Insolvency Proceeding with respect to the Company or Holdings shall have occurred or shall have been commencedby any Senior Representative, or (iii) the ABL Obligations under the ABL Credit Agreement shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Maturity Date (as defined in the ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Term Secured Parties Second Priority Debt Party shall have the opportunity 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 Priority Representative of the Enforcement Notice, to purchase (at par and without premium) all (all, but not less than all) , of the ABL Senior Obligations pursuant to this Section 3.8; providedfrom the Senior Secured Parties. In the case of a voluntary Insolvency or Liquidation Proceeding commenced by any Grantor, that such 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 shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company within fifteen (15) business days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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 within ten (10) business days after Business Days from the commencement of 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 defined below) shall have been consummated on the Business Day specified in the Purchase Notice was received by the ABL Agent to purchase all (but not less than all) of the ABL Obligations pursuant to this in accordance with Section 3.8 (the date of such purchase, the “Purchase Date”5.07(b).

Purchase Right. (a) If (i) after the occurrence of an Event of Default, the ABL Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company Warnaco 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 automatic acceleration) or shall remain unpaid following the Revolving Loan Maturity Date (as defined in the ABL Credit Agreement), ) (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not less than all) of the ABL Obligations pursuant to this Section 3.8; provided, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company Warnaco within fifteen ten (1510) business days Business Days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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 Business Days after the Purchase Notice was received by the ABL Agent to purchase all (but not less than all) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”).

Purchase Right. (a) If (i) the ABL Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company Borrower or Intermediate 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 automatic acceleration) or shall remain unpaid following the Maturity Date or similar term (as defined in the any ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not less than all) of the ABL Obligations pursuant to this Section 3.8; provided, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company Borrower within fifteen ten (1510) business days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”).. 39168701_7

Purchase Right. (a) If Without prejudice to the enforcement of the First Lien Secured Parties’ remedies, the First Lien Secured Parties agree that at any time following (i) acceleration of the ABL Agent or “Required Lenders” (as defined First Lien Obligations in accordance with the ABL terms of the Existing First Lien Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect a payment default under the Existing First Lien Credit Agreement (after giving effect to any cure periods) that has not been cured or waived by the Company or Holdings shall have occurred or shall have been commenced, First Lien Secured Parties or (iii) the ABL Obligations under the ABL Credit Agreement shall have been accelerated commencement of an Insolvency Proceeding (including as a result of any automatic acceleration) or shall remain unpaid following the Maturity Date (as defined in the ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein aboveeach, a “Purchase Option Event”), one or more of the Term Second Lien Secured Parties shall have may provide notice to the opportunity First Lien Secured Parties of their intent to purchase (at par and without premium) all (all, but not less than all) , of the ABL aggregate amount of First Lien Obligations outstanding at the time of purchase at par, 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 Existing First Lien Credit Agreement)). If such right is exercised in accordance with the previous sentence, the parties shall close promptly thereafter but in any event within ten (10) Business Days of such notice. Such notice from one or more of the Second Lien Secured Parties shall be irrevocable. If none of the Second Lien Secured Parties exercise such right or close such purchase within ten (10) Business Days after providing such notice, the First Lien Secured Parties shall have no further obligations pursuant to this Section 3.8; provided3.05(a) for such Purchase Event and may take any further actions in their sole discretion in accordance with the First Lien Collateral Documents, that such option shall expire if the Controlling Term Agent Existing First Lien Credit Agreement, this Agreement and any purchase documents related to a contemplated purchase. The First Lien Representative, on behalf of itself and the applicable Term other First Lien Secured Parties fails to deliver a Parties, hereby agrees that it will give the Second Lien Representative five (5) Business Days’ prior written notice (a “Purchase Notice”) of its intention to the ABL Agent with a copy to the Company within fifteen (15) business days following the first date the Controlling Term Agent obtains actual knowledge of commence an Enforcement Action after the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”)Event.

Purchase Right. (a) If Without prejudice to the enforcement of any of the First Lien Claimholders’ remedies under the First Lien Loan Documents, this Agreement, at law or in equity or otherwise, the First Lien Claimholders agree at any time following the first to occur of (i1) the ABL Agent commencement of any Insolvency or “Required Lenders” Liquidation Proceeding, (as defined in 2) the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all acceleration of the ABL Priority Collateral by private First Lien Obligations or public saletaking of any Enforcement Action, (ii3) an Insolvency Proceeding a payment default with respect to any First Lien Obligations that has not been cured or waived within 60 days after the Company or Holdings shall have occurred or shall have been commenced, occurrence thereof or (iii4) delivery of an Enforcement Notice, the ABL Obligations under Second Lien Claimholders will have the ABL Credit Agreement option to purchase, and the First Lien Claimholders shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following be obligated to sell on the Maturity Date (as defined date provided in the ABL Credit Agreement), notice to First Lien Claimholders of the exercise of such purchase option by the Second Lien Claimholders (each such event described in clauses (i) through (iii) herein above, a the “Proposed Purchase Option EventDate”), the Term Secured Parties shall have the opportunity to purchase (at par and without premium) all entire aggregate amount (but not less than allthe entirety) of outstanding First Lien Obligations (but specifically excluding any Excess First Lien Obligations on or prior to the ABL Obligations pursuant to this Proposed Purchase Date) at the Purchase Price without warranty or representation or recourse except as provided in Section 3.8; provided5.7(d), that such on a pro rata basis among the First Lien Claimholders, which option shall expire if the Controlling Term Agent on behalf may be exercised by less than all of the applicable Term Secured Parties fails to deliver a written notice (a “Purchase Notice”) to Second Lien Claimholders so long as all the ABL Agent with a copy to the Company within fifteen (15) business days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice accepting Second Lien Claimholders shall when taken together purchase such entire aggregate amount as set forth above; provided that (A) the Proposed Purchase Date must be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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 no later than ten (10) business days Business Days after the Purchase Notice was received by date upon which any Second Lien Claimholder provides notice to the ABL Agent First Lien Claimholders of its intent to exercise the purchase right contemplated hereby, (B) if any Second Lien Claimholder fails to purchase all (but not less than all) the First Lien Obligations on the Proposed Purchase Date in accordance with the provisions of the ABL Obligations pursuant to this Section 3.8 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 (C) prior to the date of such purchase, Proposed Purchase Date the “Purchase Date”)First Lien Claimholders may exercise any Equity Rights in accordance with the First Lien Loan Documents.

Purchase Right. (a) If (i) after the occurrence of an Event of Default, the ABL Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company 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 automatic acceleration) or shall remain unpaid following the Maturity 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 Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not less than all) of the ABL Obligations pursuant to this Section 3.8; provided, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company Borrower within fifteen ten (1510) business days Business Days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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 Business Days after the Purchase Notice was received by the ABL Agent to purchase all (but not less than all) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”).

Purchase Right. (a) If (i) the ABL Agent or “Required Lenders” (or similar term) (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company or Holdings 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 automatic acceleration) or shall remain unpaid 30 days following the Maturity Date (as defined in the ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not less than all) of the ABL Obligations pursuant to this Section 3.8; provided, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company within fifteen ten (1510) business days Business Days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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 Business Days after the Purchase Notice was received by the ABL Agent to purchase all (but not less than all) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”).

Purchase Right. The Lenders agree that (a) If within two (i2) Business Days after the ABL delivery by the Required Lenders (or the Administrative Agent or “at the instruction of the Required Lenders” (as defined in ) to the ABL Credit Agreement) shall sell, lease, license or dispose Borrower of all or substantially all written notice of the ABL Priority Collateral occurrence or declaration of an Event of Default (it being agreed by private or public sale, (ii) an Insolvency Proceeding with the Lenders that no remedies shall be exercised in respect of such Event of Default prior to the Company date of such written notice or Holdings declaration), the Required Lenders shall have occurred or shall have been commenced, or (iii) instruct the ABL Obligations Administrative Agent in writing to give written notice of such Event of Default to the indenture trustee under the ABL Credit Agreement shall have been accelerated Second Lien Notes Indenture (including as a result of any automatic acceleration) or shall remain unpaid following the Maturity Date (as defined in the ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option EventSecond Lien Representative”), at which point the Term Administrative Agent shall promptly deliver such written notice (a “DIP Lender Default Notice”) to such indenture trustee via facsimile transmission and overnight air courier guaranteeing next day delivery to the following address: U.S. Bank, National Association, 0000 Xxxxx XxxxxXxxxxx Xxxxx Xxxxx 000, Xxxxxxxxx, XX 00000, Facsimile No.: (000) 000-0000, Attention: Global Corporate Trust Services – Appvion, Inc., with a copy to counsel to the Second Lien Noteholders via electronic email and overnight air courier guaranteeing next day delivery to the following address: Stroock & Stroock & Xxxxx LLP, 000 Xxxxxx Xxxx, Xxx Xxxx, XX 00000, E-mail: xxxxxxxxxxx@xxxxxxx.xxx, Attention: Xxxxx Charleston, Esq., (b) within thirty (30) days after the occurrence of an the Event of Default (provided that the expiration of such 30-day period shall be tolled until such time as the indenture trustee under the Second Lien Notes Indenture receives the DIP Lender Default Notice, at which time such 30-day period shall reset and commence), Second Lien Noteholders holding at least a majority of the Second Lien Notes and/or one or more third parties that are approved by the Second Lien Noteholders holding at least a majority of the Second Lien Notes (such institutions, affiliates, funds and third parties, the “Purchase Right Parties”) may request, and the Secured Parties shall have hereby offer such Persons, the opportunity option to purchase (at par and without premium) all (but and not less than all) of the ABL accrued and unpaid Obligations outstanding at such time, at par with respect to the Loans and in the full amount of all other Obligations, and without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the Assignment and Assumption), and, in each case, including the Payment Premium and the Exit Fee (the foregoing option, the “Purchase Right”); provided that (x) the receipt of the DIP Lender Default Notice by the indenture trustee under the Second Lien Notes Indenture shall not be a condition to the exercise of the Purchase Right and the Purchase Right Parties shall have the right to exercise the Purchase Right notwithstanding any failure by the Secured Parties to instruct the Administrative Agent to deliver a DIP Lender Default Notice or the failure by the Administrative Agent to deliver a DIP Lender Default Notice and (y) if for any reason the roll-up of the balance of the Prepetition First Lien Obligations outstanding as of the date of the entry of the Final Financing Order under Section 2.01(c) is not permitted or the Prepetition First Lien Obligations or the Liens securing the Prepetition First Lien Obligations remain outstanding for any reason, (A) the claims and liens acquired pursuant to the Purchase Right shall remain junior to the Prepetition First Lien Obligations and the liens securing the Prepetition First Lien Obligations and (B) the Prepetition First Lien Lenders shall be satisfied with the adequate protection in respect thereof. If such right is exercised, the parties shall endeavor to close promptly thereafter but in any event within twenty (20) Business Days of the request. If one or more of the Purchase Right Parties timely exercises the Purchase Right, it shall be exercised pursuant to customary Loan Syndications & Trading Association documentation and terms. If none of the Purchase Right Parties timely exercise such right, the Secured Parties shall have no further obligations pursuant to this Section 3.8; provided, that such option shall expire if 11.06(h) for any Event of Default and may take any further actions in their sole discretion in accordance with the Controlling Term Agent on behalf Loan Documents and this Agreement. Each Secured Party will retain all rights to indemnification provided in the relevant Loan Document for all claims relating to period prior to the purchase of the applicable Term Secured Parties fails to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company within fifteen (15) business days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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) of the ABL Obligations Outstanding Amount pursuant to this Section 3.8 (11.06(h). Notwithstanding anything herein to the date of such purchasecontrary, the “Secured Parties may waive any Event of Default at any time prior to the receipt of notice that a Purchase Date”)Right Party has timely exercised the Purchase Right.

Purchase Right. (a) If Without prejudice to the enforcement of any of the First Lien Claimholders’ remedies under the First Lien Loan Documents or this Agreement, at law or in equity or otherwise, the First Lien Claimholders agree at any time following (i) the ABL Agent final maturity (whether by acceleration or “Required Lenders” (as defined in the ABL Credit Agreementotherwise) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public saleFirst Lien Obligations in accordance with the terms of the applicable First Lien Loan Documents, (ii) an 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 (B) 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 the Company or Holdings shall have occurred or shall have been commenced, any Grantor or (iiiiv) the ABL Obligations under commencement of an Enforcement Action by the ABL Credit Agreement shall have been accelerated (including as a result of First Lien Collateral Agent or, to the extent permitted by the First Lien Loan Documents, any automatic acceleration) or shall remain unpaid following the Maturity Date (as defined in the ABL Credit Agreement), First Lien Claimholder (each such event described in clauses of (i) through (iii) herein aboveiv), a “Purchase Option Trigger Event”), the Term Secured Parties Second Lien Claimholders shall have the opportunity option (the “Purchase Option”) to purchase (at par and without premium) all the entire aggregate amount (but not less than allthe entirety) of outstanding First Lien Obligations (including any unfunded commitments under the ABL Obligations pursuant to this First Lien Credit Agreement) at the Purchase Price (the “First Lien Purchase”) without warranty or representation or recourse except as provided in Section 3.8; provided5.7(d), that such option shall expire if on a pro rata basis among the Controlling Term Agent on behalf First Lien Claimholders, which purchase may be made by less than all of the applicable Term Secured Parties fails to deliver a 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 (a the “Purchase First Lien Enforcement Notice”) to the ABL Agent with a copy to the Company within fifteen (15) business days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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 allfive (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 ABL First Lien Obligations pursuant to this Section 3.8 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 purchasenotice 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 “Purchase Date”)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.

Purchase Right. (a) If (i) the ABL Agent or “Required Requisite Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company 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 automatic acceleration) or shall remain unpaid following the Maturity 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 Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not less than all) of the ABL Obligations pursuant to this Section 3.8; provided, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company Borrower within fifteen ten (1510) business days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase 27 Form of J. Crew Intercreditor Agreement 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) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”).

Purchase Right. (a) If (i) after the ABL occurrence and during the continuation of a First Priority Default, the Senior Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL First Priority Collateral or Common Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company or Holdings Loan Parties shall have occurred or shall have been commenced, or (iii) the ABL First Priority Obligations under the ABL Credit Loan Agreement shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Maturity Date latest stated maturity date therefor (as defined in determined by reference to the ABL Credit Loan Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Term Secured Parties Second Priority Lenders, or any of them, shall have the opportunity right (but not the obligation) to purchase (at par and without premium) all (but not less than all) of the ABL First Priority Obligations pursuant to this Section 3.83.2; provided, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails Second Priority Lenders fail to deliver a written notice (a “Purchase Notice”) to the ABL Senior Agent with a copy to the Company within fifteen ten (1510) business days Business Days following the first date the Controlling Term Second Priority Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and the applicable Term Secured Parties Second Priority Lenders committing to such purchase (the “Purchasing Creditors”) and indicate the percentage of the ABL First Priority Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL First Priority Obligations) and (B) state that (1) it is a Purchase Notice delivered pursuant to Section 3.8 3.2 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase Notice by the ABL Senior Agent, the Purchasing Creditors shall have from the date of delivery thereof to and including the date that is ten (10) business days Business Days after the Purchase Notice was received by the ABL Senior Agent to purchase all (but not less than all) of the ABL First Priority Obligations pursuant to this Section 3.8 3.2 (the date of such purchase, the “Purchase Date”).

Purchase Right. (a) If (i) the ABL Agent or “Required Requisite Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company 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 automatic acceleration) or shall remain unpaid following the Maturity 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 Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not less than all) of the ABL Obligations pursuant to this Section 3.8; provided, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company Borrower within fifteen ten (1510) business days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”).. 27 Form of J. Crew Intercreditor Agreement

Purchase Right. (a) If i. Without prejudice to the enforcement of the LC Secured Parties’ rights and remedies, the LC Secured Parties agree that following the occurrence of (i) the ABL Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose occurrence of all or substantially all an Event of Default and acceleration of the ABL Priority Collateral by private or public saleLC Obligations in accordance with the terms of the LC Documents, (ii) an Insolvency Proceeding any enforcement action by any LC Secured Party with respect to any material portion of the Company Collateral, (iii) any Insolvency or Holdings shall have occurred or shall have been commencedLiquidation Proceeding, or (iiiiv) the ABL Obligations any bankruptcy or payment default under the ABL Credit Agreement shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Maturity Date (as defined in the ABL Credit Agreement), Notes Indenture (each such event described in clauses (i) through (iii) herein aboveevent, a “Purchase Option Event”), then some or all of the Term Notes Secured Parties shall have the opportunity right to elect to purchase (at par and without premium) all (but not less than all) all of the ABL outstanding LC Obligations, at par, without regard to any prepayment penalty or premium and without warranty, representation or recourse, for the Purchase Price (defined below); provided, with respect to any LC Obligations constituting Bank Product Obligations, at the time of any such purchase pursuant to this Section 3.87.19, the Bank Product Obligations shall have been terminated in accordance with their terms. The participating Notes Secured Parties shall irrevocably exercise each such purchase right by delivery of written notice of their intent to purchase the LC Obligations to the LC Collateral Agent at any time following the Purchase Option Event; provided, that unless the LC Collateral Agent otherwise consents, such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails to deliver a written notice must be received by the LC Collateral Agent no later than the earlier to occur of (a “Purchase Notice”A) 10 Business Days after the LC Collateral Agent delivers to the ABL Agent with a copy to the Company within fifteen (15) business days following the first date the Controlling Term Agent obtains actual knowledge Notes Trustee written notice of the occurrence of the earliest any Purchase Option EventEvent described in clause (i), which Purchase Notice shall (Aii) be signed by the Controlling Term Agent and the applicable Term Secured Parties committing to such purchase or (the “Purchasing Creditors”iii) 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 above, or (B) state if any bankruptcy or payment default under the Notes Indenture has occurred and is continuing, 10 Business Days after LC Collateral Agent delivers written notice to the Notes Trustee that the LC Facility Secured Parties desire to sell or assign the LC Obligations and are actively seeking to identify one or more Persons to purchase and acquire its LC Obligations from such LC Facility Secured Parties. The parties shall close such purchase and sale within 20 Business Days (1or such shorter time as reasonably specified by the participating Notes Secured Parties in such notice) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt after such delivery of such Purchase Notice by notice. To the ABL Agent, the Purchasing Creditors shall have from the date of delivery thereof to and including the date extent that is ten (10) business days after the Purchase Notice was received by the ABL Agent more than one Notes Secured Party elects to purchase the LC Obligations in accordance with this Section 7.19, unless otherwise agreed upon by such Notes Secured Parties electing to purchase the LC Obligations, such Notes Secured Parties shall purchase all (but not less than all) of the ABL LC Obligations pursuant to in accordance with this Section 3.8 (the date of such purchase, the “Purchase Date”)7.19 on a ratable basis based on their outstanding Notes Obligations.

Purchase Right. (a) If (i) the ABL Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all there is an acceleration of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding Senior Lien Obligations in accordance with respect to the Company or Holdings shall have occurred or shall have been commenced, or (iii) the ABL Obligations under the ABL any Senior Lien Credit Agreement shall have been accelerated (including as a result of any automatic acceleration) or shall remain unpaid following the Maturity Date (as defined in the ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), then the Term Junior Lien Secured Parties shall have the opportunity to purchase (at par and without premiumon a pro rata basis based on their outstanding Junior Lien Obligations, unless otherwise agreed among such Junior Lien Secured Parties) all (but not less than all) of the ABL Obligations pursuant to this Section 3.8; providedmay purchase, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails to deliver by submitting a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company within fifteen (15) business days following the first date the Controlling Term Agent obtains actual knowledge 15 Business Days of the occurrence of the earliest any such Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the offer contained therein is irrevocable. Upon receipt of such Purchase Notice by the ABL Agentall, 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, of (x) the Senior Lien Obligations and (y) all obligations that would have been Senior Lien Obligations but for the last sentence of the definition of “Senior Lien Obligations” (the obligations referred to in clauses (x) and (y), collectively, the “Purchase Obligations”) for the Purchase Price; provided, however, that a Senior Lien Agent may decline such purchase in the 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 (a “Purchase Rejection”). Such purchase shall: include all principal of, and all accrued and unpaid interest, fees, indemnities, costs and expenses in respect of, all Purchase Obligations outstanding at the time of purchase; include the furnishing of cash collateral to any Senior Lien Agent in a manner and in such amount as such Senior Lien Agent determines is reasonably necessary to secured the letter of credit issuing banks in connection with any issued and outstanding letters of credit; be made pursuant to an assignment agreement in the form of Exhibit E-1 to any Senior Lien Credit Agreement; and otherwise be subject to the terms and conditions of this Article 8. Each Senior Lien Lender will retain all rights to indemnification provided in the relevant Senior Lien Documents for all claims and other amounts relating to periods prior to the purchase of the Purchase Obligations pursuant to this Section 3.8 (Article 8 and such rights shall be secured by the date of such purchase, Liens securing the “Purchase Date”)Senior Lien Obligations.

Purchase Right. (a) If (i) the ABL Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, lease, license or dispose of all or substantially all of the ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company Borrower or Intermediate 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 automatic acceleration) or shall remain unpaid following the Maturity Date or similar term (as defined in the any ABL Credit Agreement), (each such event described in clauses (i) through (iii) herein above, a “Purchase Option Event”), the Term Secured Parties shall have the opportunity to purchase (at par and without premium) all (but not less than all) of the ABL Obligations pursuant to this Section 3.8; provided, that such option shall expire if the Controlling Term Agent on behalf of the applicable Term Secured Parties fails fail to deliver a written notice (a “Purchase Notice”) to the ABL Agent with a copy to the Company Borrower within fifteen ten (1510) business days following the first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and 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) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the 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) of the ABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”).