Common use of Purchase Right Clause in Contracts

Purchase Right. 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 occurrence of an Event of Default and acceleration of the LC Obligations in accordance with the terms of the LC Documents, (ii) any enforcement action by any LC Secured Party with respect to any material portion of the Collateral, (iii) any Insolvency or Liquidation Proceeding, or (iv) any bankruptcy or payment default under the Notes Indenture (each such event, a “Purchase Option Event”), then some or all of the Notes Secured Parties shall have the right to elect to purchase all but not less than all of the 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 7.19, 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, unless the LC Collateral Agent otherwise consents, such written notice must be received by the LC Collateral Agent no later than the earlier to occur of (A) 10 Business Days after the LC Collateral Agent delivers to the Notes Trustee written notice of the occurrence of any Purchase Option Event described in clause (i), (ii) or (iii) above, or (B) 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 (or such shorter time as reasonably specified by the participating Notes Secured Parties in such notice) after such delivery of such notice. To the extent that 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 of the LC Obligations in accordance with this Section 7.19 on a ratable basis based on their outstanding Notes Obligations.

Purchase Right. Without prejudice to (a) Senior Agent, on behalf of itself and the enforcement of the LC Secured Parties’ rights and remediesSenior Creditors, the LC Secured Parties agree that agrees that, at any time following the occurrence of (i) the occurrence of an Event of Default and acceleration of the LC Obligations in accordance with the terms of the LC Documentsa Triggering Event, (ii) any enforcement action by any LC Secured Party with respect to any material portion of the Collateral, (iii) any Insolvency or Liquidation Proceeding, or (iv) any bankruptcy or payment default under the Notes Indenture (each such event, a “Purchase Option Event”), then some or all of the Notes Secured Parties Subordinate Agent shall have the right to elect and option to purchase all the entire (but not less than all the entire) aggregate amount of the outstanding LC Obligations, Senior Facility Debt (including unfunded commitments) at par, par without regard to any prepayment penalty or premium premium, plus, to the extent not included in the definition of “Senior Facility Debt,” (i) accrued interest, fees and expenses and (ii) the provision of cash collateral in an amount equal to the undrawn amount of all outstanding letters of credit and similar instruments issued under the Senior Loan Facility Documents and the prepayment of letter of credit or similar fees to accrue through expiration of all such letters of credit and similar instruments, without warranty, warranty or representation or recourse, for recourse other than that each Senior Lender shall represent and warrant (x) the Purchase Price (defined below); provided, amount shown in its books and records as the amount owing to it with respect to any LC Obligations constituting Bank Product Obligationsthe Senior Facility Debt, at (y) that its owns, or has the time right to transfer to the participating Subordinated Lenders, the rights being transferred and such transfer will be free and clear of liens, and (z) that it has the right to assign such Senior Facility Debt, and that such assignment has been duly authorized. Each Obligor shall be deemed to consent to any such purchase pursuant assignment notwithstanding anything to this Section 7.19, the Bank Product Obligations contrary contained in the Senior Facility Debt Documents. Each Subordinated Lender that elects to exercise such option 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 the option to purchase up to such Subordinated Lender’s pro rata share of the LC Obligations Senior Facility Debt (such pro rata share being based on the principal amount of Subordinated Indebtedness held by Subordinated Creditors participating in such purchase, with each Subordinated Lender’s right to the LC Collateral Agent at any time following the Purchase Option Event; provided, unless the LC Collateral Agent otherwise consents, such written notice must be received purchase being automatically proportionately increased by the LC Collateral Agent no later amount not purchased by another Subordinated Lender). (b) On the date specified by the participating Subordinated Creditor in such notice (which shall not be more than the earlier to occur of three (A3) 10 Business Days after the LC Collateral receipt by Senior Agent delivers to the Notes Trustee written notice of the occurrence of any Purchase Option Event described in clause (i), (ii) or (iii) above, or (B) 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 (or such shorter time as reasonably specified by the participating Notes Secured Parties in such notice) after such delivery of such notice. To ), Senior Lenders shall sell to the extent that more than one Notes Secured Party elects to purchase participating Subordinated Creditor, and 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 participating Subordinated Creditor shall purchase all from Senior Lenders, the entire Senior Facility Debt. Upon consummation of the LC Obligations purchase and sale, notwithstanding anything contained in accordance the Senior Facility Loan Documents to the contrary, Senior Agent shall have the right, but not the obligation, to immediately resign as agent under the Senior Facility Loan Documents, and the participating Subordinated Creditor shall have the right, but not the obligation, to require the Senior Agent to immediately resign as agent under the Senior Facility Loan Documents, and Senior Agent shall cooperate, at the expense of Borrower, with this Section 7.19 on a ratable basis based on their outstanding Notes Obligationsthe successor agent in the orderly transition of the agency functions.

Purchase Right. (a) Without prejudice to the enforcement of the LC ABL Secured Parties’ Party’s rights and remedies, the LC ABL Secured Parties agree Party agrees that following the occurrence of (i) any Acceleration Event with respect to the occurrence of an Event of Default and acceleration of the LC Obligations in accordance with the terms of the LC DocumentsABL Obligations, (ii) the ABL Obligations shall remain unpaid 30 days following the Revolver Termination Date (as defined in the ABL Loan Agreement), (iii) any enforcement action Enforcement Action by any LC the ABL Secured Party with respect to any material portion of the ABL Priority Collateral, (iii) any Insolvency or Liquidation Proceeding, or (iv) any bankruptcy or payment default under the Notes Indenture Insolvency Proceeding, (each such event, a “Purchase Option Event”), then some or all of the Notes Secured Parties Term Loan Lender shall have the right to elect to purchase all but not less than all of the outstanding LC ObligationsABL Claims, at par, without regard to and specifically excluding 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 7.19, the Bank Product Obligations shall have been terminated in accordance with their terms. The participating Notes Term Loan Secured Parties Party shall irrevocably exercise each such purchase right by delivery of written notice of their its intent to purchase the LC Obligations ABL Claims to the LC Collateral Agent ABL Secured Party at any time following the Purchase Option Event; provided, unless the LC Collateral Agent ABL Secured Party otherwise consents, such written notice must be received by the LC Collateral Agent ABL Secured Party no later than the earlier to occur of thirty (A30) 10 Business Days days after the LC Collateral Agent ABL Secured Party delivers to the Notes Trustee Term Loan Secured Party written notice of the occurrence of any Purchase Option Event described in clause (i), (ii), (iii) or (iiiiv) above, or (B) 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 10 Business Days (or such shorter time as reasonably specified by the participating Notes Term Loan Secured Parties Party in such notice) after such delivery of such notice. To . (b) On the extent that more than one Notes date of such purchase and sale (the “Purchase Date”), the Term Loan Lender shall (i) pay to ABL Secured Party elects to as the purchase price therefor, the LC Obligations full amount of all the ABL Claims (other than ABL Claims cash collateralized in accordance with this Section 7.19clause (b)(ii) below) then outstanding and unpaid, unless otherwise agreed upon by (ii) furnish cash collateral to ABL Secured Party in such Notes amounts as ABL Secured Parties electing Party determines is reasonably necessary to purchase the LC Obligations, such Notes secure ABL Secured Parties shall purchase all Party in connection with (x) any issued and outstanding Letters of Credit (but not in any event in an amount greater than that 105% of the LC aggregate undrawn face amount of such Letters of Credit), (y) any mxxx-to-market or then terminated net obligations relating to Cash Management Obligations secured by the ABL Priority Collateral (as reasonably determined in accordance with the ABL Loan Agreement) (the “Outstanding Cash Management Obligations”) and (z) any indemnification obligations of the Grantors then owing and payable to the ABL Secured Parties (which shall be identified in reasonable detail in writing), and (iii) agree to reimburse ABL Secured Party for all documented expenses to the extent earned or due and payable in accordance with the ABL Loan Documents (including the reimbursement of extraordinary expenses, financial examination expenses, and appraisal fees). Such purchase price, cash collateral and reimbursement amount (collectively, the “Purchase Price”) shall be 39 remitted by wire transfer in federal funds to such bank account of ABL Secured Party as it may designate in writing to the Term Loan Secured Party for such purpose. Interest shall be calculated to but exclude the Business Day on which such purchase and sale shall occur if the amounts so paid by the Term Loan Lender to the bank account designated by ABL Secured Party are received in such bank account prior to 4:00 p.m., New York City time, and interest shall be calculated to and include such Business Day if the amounts so paid by the Term Loan Lender to the bank account designated by ABL Secured Party are received in such bank account later than 4:00 p.m., New York City time. (c) Such purchase shall be expressly made without representation or warranty of any kind by the ABL Secured Party as to the ABL Claims or ABL Loan Documents so purchased or otherwise and without recourse to ABL Secured Party or any ABL Secured Party; except that each ABL Secured Party shall represent and warrant: (i) the amount of the ABL Claims being purchased from such ABL Secured Party, (ii) that such ABL Secured Party owns the ABL Claims free and clear of any Liens, and (iii) that such ABL Secured Party has the right to assign such ABL Claims and the assignment is duly authorized. The Term Loan Lender shall also indemnify and hold harmless the ABL Secured Parties against all losses, liabilities, claims, damages and expenses, including without limitation reasonable and documented out-of-pocket attorneys’ fees and costs, relating to or arising out of any claim by any third party in respect of the ABL Claims as a direct and exclusive result of the acts of the Term Loan Lender occurring after the consummation of the purchase of the ABL Claims. (d) In the event that the Term Loan Lender exercises and consummates the purchase option set forth in this Section 7.19 7.4, (i) ABL Secured Party and any other agent under the ABL Loan Documents shall have the right, but not the obligation, to immediately resign under the ABL Loan Documents, and (ii) the Term Loan Lender shall have the right, but not the obligation, to require ABL Secured Party and such other agent to immediately resign under the ABL Loan Documents. (e) With respect to any cash collateral held under Section 7.4(b)(ii)(x) and (y) above, after giving effect to any payment made and applied to amounts coming due with respect to any Letters of Credit (or termination thereof without a drawing thereon) or any final payment of amounts constituting any Outstanding Bank Product Obligation, the amount of any cash collateral then on a ratable basis based deposit with the ABL Secured Party with respect to such obligations which exceeds the sum of (y) one hundred five percent (105%) of the aggregate undrawn amount of all then remaining outstanding Letters of Credit and (z) the aggregate amount of all then remaining Cash Management Obligations (determined at the original termination or mxxx-to-market amount thereof on their outstanding Notes Obligationsthe purchase date of the ABL Claims), shall promptly be returned to the Term Loan Secured Party.

Purchase Right. Without prejudice to At any time on or after the enforcement date that any of the LC Secured Parties’ rights following events has occurred and remedies, the LC Secured Parties agree that following the occurrence of is continuing (each a “Purchase Event”): (i) the occurrence of an Event a Senior Payment Default; (ii) the Senior Creditor having provided a Remedies Notice; (iii) Senior Creditor has exercised any of Default and acceleration of the LC Obligations its enforcement remedies with respect to Borrower or taken any Lien Enforcement Action against any Collateral in accordance with the terms of the LC Senior Loan Documents, (ii) any enforcement action by any LC Secured Party with respect to any material portion of the Collateral, (iii) any Insolvency or Liquidation Proceeding, or ; (iv) the occurrence of an Insolvency Proceeding involving Borrower; or (v) at any bankruptcy or payment default under time during the Notes Indenture Standstill Period. (each such eventa) The Subordinated Creditor shall have an option, exercised by delivery of notice to the Senior Creditor (a “Purchase Option EventNotice”), then some or all of the Notes Secured Parties shall have the right to elect ) given in accordance with Section 17 and no later than 10 days after a Purchase Event to purchase all (but not less than all all) of the outstanding LC Obligations, at par, without regard to any prepayment penalty or premium Senior Debt and without warranty, representation or recourse, assume all commitments under the Senior Loan Documents from the Senior Creditor. The Purchase Notice shall be irrevocable and shall specify a date for the closing of the purchase, which shall not be more than 10 Business Days after receipt by the Senior Creditor of the Purchase Price Notice. If no Subordinated Creditor exercises such right within 5 Business Days after the occurrence of a Purchase Event, the Senior Creditor shall have no further obligation pursuant to this Section 15 and may take any further actions in their sole discretion in accordance with the Senior Loan Documents and this Agreement. (defined below); provided, b) The purchase and sale with respect to any LC Obligations the Senior Debt and assumption of commitments under the Senior Loan Documents provided for in this Section 15 shall have closed within 10 Business Days after receipt by the Senior Creditor of the Purchase Notice and the Senior Creditor shall have received payment in full of the Senior Debt and the Subordinated Creditor shall have assumed all commitments under the Senior Loan Documents as provided for herein within such 10 Business Day period. If more than one Person constituting Bank Product Obligationsthe Subordinated Creditor shall have exercised the purchase option, at the time purchase price shall be divided pro rata among such persons according to each such Person’s portion of any such the Subordinated Debt outstanding on the date of purchase pursuant to this Section 7.19, 15. (c) On the Bank Product Obligations shall have been terminated date specified by the Subordinated Creditor 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, unless the LC Collateral Agent otherwise consents, such written notice must Notice (which shall not be received by the LC Collateral Agent no later more than the earlier to occur of (A) 10 Business Days after the LC Collateral Agent delivers receipt by the Senior Creditor of the Purchase Notice), the Senior Creditor shall sell and assign to the Notes Trustee written notice Subordinated Creditor and the Subordinated Creditor shall purchase and assume from the Senior Creditor, the Senior Debt (including and for the avoidance of doubt any prepayment fee, early termination fee, end of term charge or any other fee payable by Borrower and constituting Senior Debt) and all commitments under the Senior Loan Documents. The Senior Creditor and the Senior Secured Creditors hereby represent and warrant that, as of the occurrence date hereof, no approval of any Purchase Option Event described in clause court or other regulatory or governmental authority is required for such sale. (d) Upon the date of such purchase and sale, the Subordinated Creditor shall (i)) pay to the Senior Creditor as the purchase price therefor the full amount of all the Senior Debt then outstanding and unpaid, and (ii) assume all commitments under the Senior Loan Documents pursuant to assignment and assumption documents reasonably satisfactory to the Senior Creditor. (e) Such purchase shall be expressly made without representation or warranty of any kind by the Senior Creditor as to the Senior Debt or otherwise and without recourse to the Senior Creditor, except that the Senior Creditor shall represent and warrant: (i) the amount of the Senior Debt being purchased from it, (ii) that the Senior Creditor owns the Senior Debt, free and clear of any Liens or encumbrances and (iii) above, or (B) if any bankruptcy or payment default under the Notes Indenture Senior Creditor has occurred the right to assign such Senior Debt and the assignment 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 (or such shorter time as reasonably specified duly authorized by the participating Notes Secured Parties in such notice) after such delivery of such notice. To the extent that 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 of the LC Obligations in accordance with this Section 7.19 on a ratable basis based on their outstanding Notes ObligationsSenior Creditor.

Purchase Right. Without prejudice to (a) On or after the enforcement acceleration of all of the LC Secured Parties’ rights and remedies, the LC Secured Parties agree that following the occurrence of (i) the occurrence of an Event of Default and acceleration of the LC ABL Obligations in accordance with the terms ABL Debt Documents or the commencement of the LC Documents, (ii) any enforcement action by any LC Secured Party with respect to any material portion of the Collateral, (iii) any an Insolvency or Liquidation Proceeding, Proceeding by or (iv) against any bankruptcy or payment default under the Notes Indenture Grantor (each such event, a “Term Loan Purchase Option Event”), then some one or all more of the Notes Term Secured Parties (the “Purchasing Term Loan Secured Parties”), shall have the right to elect option for a period of ten (10) Business Days after the occurrence of a Term Loan Purchase Event to purchase all (but not less than all) of the ABL Obligations from the ABL Secured Parties and to assume all of the outstanding LC Obligationscommitments and duties of the ABL Secured Parties. Notice of the exercise of such option shall be sent by the Designated Term Representative to ABL Agent within such ten (10) Business Day period and shall be irrevocable. The obligations of ABL Secured Parties hereunder to sell the ABL Debt owing to them are several and not joint and several. Each Grantor irrevocably consents to such sale. (b) On the date specified by the Designated Term Representative in such notice (which shall not be less than five (5) Business Days, at parnor more than ten (10) Business Days, without regard after the receipt by ABL Agent of notice from the Designated Term Representative of its election to exercise such option), the ABL Secured Parties shall, subject to any prepayment penalty required approval of any court or premium other regulatory or governmental authority then in effect, sell to such of the Purchasing Term Loan Secured Parties as are specified in the notice from the Designated Term Representative of its election to exercise such option, and without warrantysuch Purchasing Term Loan Secured Parties shall purchase from the ABL Secured Parties, representation or recourseall of the ABL Obligations. Notwithstanding anything to the contrary contained herein, for the Purchase Price (defined below); provided, in connection with respect to any LC Obligations constituting Bank Product Obligations, at the time of any such purchase pursuant to this Section 7.19and sale, the Bank Product Obligations ABL Secured Parties shall have been terminated retain all rights under the ABL Documents to be indemnified or held harmless by the Grantors in accordance with their termsthe terms thereof. The participating Notes In connection with any such purchase and sale, each ABL Secured Party and each Purchasing Term Loan Secured Party shall execute and deliver documentation, in form reasonably acceptable to all parties thereto. Upon the consummation of such purchase and sale, the ABL Agent shall resign as the “Administrative Agent” and “Collateral Agent” under the ABL Documents. (c) Upon the date of such purchase and sale, the Purchasing Term Loan Secured Parties shall irrevocably exercise each such purchase right by delivery of written notice of their intent to purchase the LC Obligations (i) pay to the LC Collateral ABL Agent at any time following for the Purchase Option Event; provided, unless the LC Collateral Agent otherwise consents, such written notice must be received by the LC Collateral Agent no later than the earlier to occur of (A) 10 Business Days after the LC Collateral Agent delivers to the Notes Trustee written notice account of the occurrence ABL Secured Parties as the purchase price therefor the full amount of any Purchase Option Event described in clause all of the ABL Obligations then outstanding and unpaid (iincluding principal, interest, fees and expenses, and including reasonable attorneys’ fees and legal expenses), (ii) furnish cash collateral to ABL Agent in such amounts as are required by the ABL Documents in connection with outstanding ABL Obligations under Secured Hedge Agreements and Secured Cash Management Agreements and any issued and outstanding letters of credit, banker’s acceptances or similar or related instruments issued under the ABL Documents (or at the option of the ABL Secured Party to whom such ABL Obligations are owing, terminate the applicable Secured Hedge Agreements or Secured Cash Management Agreements and make all payments pursuant thereto, as applicable), and (iii) aboveagree to indemnify and hold harmless the ABL Secured Parties from and against any loss, liability, claim, damage or expense (Bincluding reasonable fees and expenses of legal counsel) if arising out of any bankruptcy claim asserted by a third party in respect of the ABL Obligations as a direct result of any acts by any Term Representative or payment default under any other Term Secured Party. (d) Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Notes Indenture has occurred and is continuing, 10 Business Days after LC Collateral ABL Agent delivers written notice as the ABL Agent may designate in writing to the Notes Trustee that Designated Term Representative for such purpose. Interest shall be calculated to but excluding 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 Business Day on which such purchase and sale within 20 Business Days (or such shorter time as reasonably specified shall occur if the amounts so paid by the participating Notes Purchasing Term Loan Secured Parties to the bank account designated by the ABL Agent are received in such noticebank account prior to 2:00 p.m., New York City time and interest shall be calculated to and including such Business Day if the amounts so paid by the Purchasing Term Loan Secured Parties to the bank account designated by the ABL Agent are received in such bank account later than 2:00 p.m., New York City time. (e) after such delivery Such purchase and sale shall be expressly made without representation or warranty of any kind by the ABL Agent or any other ABL Secured Party and without recourse to the ABL Agent and the other ABL Secured Parties; except, that, each ABL Secured Party that is transferring ABL Obligations shall represent and warrant, severally as to it: (i) the amount of the ABL Obligations being purchased from it is as reflected in the books and records of such notice. To the extent that more than one Notes ABL Secured Party elects (but without representation or warranty as to purchase the LC collectability, validity or enforceability thereof), (ii) that such ABL Secured Party owns the ABL Obligations in accordance with this Section 7.19, unless otherwise agreed upon being sold by it free and clear of any liens or encumbrances and (iii) such Notes ABL Secured Parties electing Party has the right to purchase assign the LC Obligations, such Notes Secured Parties shall purchase all of the LC ABL Obligations in accordance with this Section 7.19 on a ratable basis based on their outstanding Notes Obligationsbeing sold by it.

Purchase Right. Without prejudice to 6.1 If the enforcement Grantee terminates employment with the Company or any Subsidiary for any reason, all Shares acquired by the Grantee upon the exercise of this Option are subject, at the election of the LC Secured Parties’ rights and remediesCompany, to purchase by the Company at a per share price determined pursuant to Section 6.4 (the “Purchase Right”). If the Company elects to exercise the Purchase Right, the LC Secured Parties agree that following Company must make such election within 120 days after the occurrence later of (i) the occurrence date such Grantee’s employment terminates with the Company or any Subsidiary; or (ii) the date any portion of an Event this Option is exercised. If the Company elects in a timely fashion to exercise the Purchase Right hereunder to purchase such Shares from the terminated Grantee, the Company shall notify the Grantee in writing of Default its intention to do so (the “Purchase Notice”) and acceleration shall set forth in the Purchase Notice the aggregate purchase price payable to such Grantee, as determined in accordance with Section 6.4. No later than 90 days after the date on which the Company notifies the Grantee of its election to exercise its Purchase Right (the “Election Date”), the Company shall pay to the Grantee, without interest, the aggregate purchase price payable by the Company to purchase the Shares pursuant to the Purchase Right. 6.2 The Purchase Notice shall specify the place, time and date for the delivery of the LC Obligations in accordance Shares that are the subject of the Purchase Notice. Such delivery shall take place at the principal executive offices of the Company during normal business hours on a business day not less than 15 or more than 90 calendar days after delivery of the Purchase Notice. At the place, time, and date so specified, the Grantee (or his or her estate, designated beneficiary or legal representative, as the case may be) shall deliver certificates for such Shares, duly endorsed for transfer, along with such other instruments of transfer pertaining to such Shares as may be reasonably required by the Committee. 6.3 If the Grantee (or his or her estate, designated beneficiary or legal representative, as the case may be) is obligated to sell any Shares pursuant to the Purchase Right, and such Grantee fails to deliver the certificate(s) or otherwise comply with the terms of this Section 9, the LC Documents, (ii) any enforcement action by any LC Secured Party Company will make no payment with respect to any material portion of such Shares and shall transfer on its records the Collateral, (iiicertificate(s) any Insolvency or Liquidation Proceeding, or (iv) any bankruptcy or payment default under the Notes Indenture (each representing such event, a “Purchase Option Event”), then some or all of the Notes Secured Parties shall have the right Shares required to elect to purchase all but not less than all of the 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 be sold pursuant to this Section 7.196 and such Shares shall thereupon cease to be held for any purpose by such Grantee. Thereupon all of the rights of such Grantee in and to such Shares shall be deemed transferred to the Company and the Company may thereupon cancel the certificate(s) representing such Shares. 6.4 The purchase price payable by the Company upon the exercise of the Purchase Right shall be determined as follows: (i) if (a) the Grantee’s employment terminates for Cause or (b) if the Grantee resigns without Good Reason, as defined below, prior to expiration, the Bank Product Obligations purchase price for all of such Grantee’s Shares 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 be the LC Obligations to the LC Collateral Agent at any time following the Purchase Option Event; provided, unless the LC Collateral Agent otherwise consents, such written notice must be received by the LC Collateral Agent no later than the earlier to occur of (A) 10 Business Days after the LC Collateral Agent delivers to the Notes Trustee written notice lower of the occurrence Grantee’s cost for such Shares or the Fair Market Value of any Purchase Option Event described in clause (i), such Shares on the Election Date; or (ii) or (iii) above, or (B) if any bankruptcy or payment default under in the Notes Indenture has occurred and is continuing, 10 Business Days after LC Collateral Agent delivers written notice to the Notes Trustee event that the LC Facility Secured Parties desire to sell or assign Grantee terminates employment for any reason other than those indicated in Section 6.4(i), 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 (or such shorter time as reasonably specified by the participating Notes Secured Parties in such notice) after such delivery price for all of such notice. To Grantee’s Shares shall be the extent that more than one Notes Secured Party elects to purchase the LC Obligations in accordance with this Section 7.19, unless otherwise agreed upon by Fair Market Value of such Notes Secured Parties electing to purchase the LC Obligations, such Notes Secured Parties shall purchase all Shares as of the LC Obligations in accordance with this Section 7.19 on a ratable basis based on their outstanding Notes ObligationsElection Date.

Purchase Right. 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 occurrence of an Event of Default and acceleration of the LC Obligations in accordance with the terms of the LC Documents, (ii) any enforcement action by any LC Secured Party with respect to any material portion of the Collateral, (iii) any Insolvency or Liquidation Proceeding, or (iv) any bankruptcy or payment default under the Notes Indenture (each such event, a “Purchase Option Event”), then some or all of the Notes Secured Parties The Purchasers shall have the right to elect purchase from the Company at the lower of (x) the Per Share Price and (ii) the lowest New Issuance Purchase Price (as defined below) prior to purchase all any exercise of the Purchase Right the aggregate number of Purchase Right Shares set forth opposite such Purchaser’s name on Annex A hereto (the “Initial Purchase Right Shares”), subject to adjustment as set forth in Section 4.1(c), (d), (e) and (f) below, on the following terms and conditions (the “Purchase Right”): (a) Each Purchaser may exercise its proportionate share, based on the number of Initial Shares purchased, of the Purchase Right, in whole or in part (but not in a minimum increment of $1.0 million unless less than all $1.0 million then remains to be exercised under such Purchaser’s proportionate share of the outstanding LC ObligationsPurchase Right or such Purchaser’s proportionate share of the Purchase Right was initially less than $1.0 million), at parany time prior to the applicable Expiration Date (as defined below), without regard by written notice to any prepayment penalty or premium the Company accompanied by payment by the Purchasers of an amount equal to the product of the Per Share Price and without warrantythe number of Purchase Right Shares. In the event of an exercise of the Purchaser Right in accordance with and subject to the terms and conditions of this Section 4.1, representation or recourse, certificates for the Purchase Price Right Shares so purchased shall be dated the date of such exercise and delivered to the Purchasers within a reasonable time, not exceeding five business days after such exercise, and such Purchaser shall be deemed for all purposes to be the holder of the Purchase Right Shares so purchased as of the date of such exercise. (defined belowb) The Purchase Right shall expire automatically and in accordance with its terms, without any action on the part of any Purchaser or the Company, on the 180th following the Closing Date (the “Initial Expiration Date”); provided, that if Stockholder Approval is required for the issuance of the Purchase Right Shares and such Stockholder Approval is not obtained at least 30 days prior to the Initial Expiration Date, then the Initial Expiration Date shall be extended to the date that is 30 days after the date such Stockholder Approval is obtained (the “Extended Expiration Date”); provided further, that if a New Issuance (as defined below) occurs after the Initial Expiration Date (as it may be extended to the Extended Expiration Date) and prior to the first anniversary of the Closing Date (a “Post-Expiration New Issuance”), the Purchase Right shall again be exercisable, but only for that number of Additional Shares referred to in Section 4.1(c) below for which the Purchase Right was adjusted as a result of such Post-Exercise New Issuance and not for any other Purchase Right Shares, until and including the first anniversary of the Closing Date (the “Post-Expiration New Issuance Expiration Date” and, together with the Initial Expiration Date and the Extended Expiration Date, the applicable “Expiration Date”), on which Post-Expiration New Issuance Date the right to exercise the Purchase Right for the Additional Shares shall expire automatically and in accordance with its terms, without any action on the part of any Purchaser or the Company. (c) Until the first anniversary of the Closing Date, in the event the Company issues additional shares of Common Stock (or securities exercisable, exchangeable or convertible for Common Stock) in exchange for cash (each, a “New Issuance”), the number of Purchase Right Shares that may be purchased upon exercise of the Purchase Right shall be increased by an aggregate number (the “Additional Shares”) sufficient to offset any reduction in the Purchasers’ percentage beneficial ownership of the Common Stock as a result of such New Issuance (calculated immediately prior to and after such New Issuance assuming, to the extent that the Purchase Right is still then exercisable, the full purchase under such Purchaser’s Purchase Right), but in each case not including any dilution such Purchaser may experience from: (i) the Transactions (including the issuance of the Initial Shares, the issuance of the Purchase Right Shares (including any Additional Shares), the issuance of shares pursuant to the Charney Anti-Dilution Provision and any adjustment to the number of shares issuable pursuant to any Purchase Right or the Charney Anti-Dilution Provision); (ii) any other investments made by any Purchaser or by Charney, including without limitation the Other Purchase Agreements; (iii) any new warrants issued to Lion or its affiliates or assignees pursuant to the Credit Agreement or to any other bank or non-convertible debt lender pursuant to its credit agreement or any adjustments of any warrants held by SOF Investments, L.P.—Private IV or Lion or their respective affiliates or assignees (including without limitation as a result of any New Issuance or any of the transactions referred to in the immediately preceding clauses (i) and (ii) above); or (iv) shares issued or the issuance or grants of, or units to purchase, Common Stock pursuant to the Company’s stock option plans, employee stock purchase plans or other benefit plans outstanding as they exist from time to time or employment agreements with employees of the Company or its subsidiaries. (d) If the Company consummates a New Issuance that results in an adjustment of the Purchase Right by a number of Additional Shares pursuant to Section 4.1(c), the Company shall, as soon as practicable following the issuance of shares in such New Issuance, issue to each Purchaser that number of shares of Common Stock equal to (i) the number of shares that such Purchaser would have acquired at the Closing Date for his respective Purchase Price had such Purchaser paid the New Issuance Purchase Price instead of the Per Share Price, minus (b) the number of shares of Common Stock such Purchaser purchased at the Closing Date or otherwise received in respect of previous New Issuances; provided further that all calculations made hereunder shall be appropriately adjusted for stock splits, stock dividends and similar events and that if there is more than one such New Issuance the New Issuance Purchase Price used to make the calculations under this Section 4.1(d) shall be the lowest such New Issuance Purchase Price. (e) If at any time the Company shall (i) subdivide or reclassify its outstanding shares of Common Stock into a larger number of shares of Common Stock, or (ii) combine or reclassify its outstanding shares of Common Stock into a smaller number of shares of Common Stock, then (i) the number of shares of Common Stock for which the Purchase Right is exercisable immediately after the occurrence of the effective date of such subdivision, combination or reclassification shall be adjusted to equal the number of shares of Common Stock which a record holder of the same number of shares of Common Stock for which the Purchase Right is exercisable immediately prior to such effective date would own or be entitled to receive after such date, and (ii) the Per Share Price with respect to any LC Obligations constituting Bank Product Obligations, at the time of any such purchase pursuant to this Section 7.19, 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, unless the LC Collateral Agent otherwise consents, such written notice must Right shall be received by the LC Collateral Agent no later than the earlier adjusted to occur of equal (A) 10 Business Days after the LC Collateral Agent delivers Per Share Price with respect to the Notes Trustee written notice Purchase Right in effect immediately prior to such effective date multiplied by the number of shares of Common Stock for which the occurrence of any Purchase Option Event described in clause (i), (ii) or (iii) above, or Right is exercisable immediately prior to the adjustment divided by (B) if any bankruptcy or payment default under the Notes Indenture has occurred and new number of shares of Common Stock for which the Purchase Right 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 (or such shorter time as reasonably specified by the participating Notes Secured Parties in such notice) exercisable immediately after such delivery of such notice. To the extent that more than one Notes Secured Party elects to purchase the LC Obligations adjustment as determined in accordance with this Section 7.194.1(d). (f) In the case of a merger, unless otherwise agreed upon by the covenants described in this Section 4 will remain in effect and apply on an equitable basis to the merged entity. (g) The price at which Common Stock is issued or deemed issued in a New Issuance shall be the “New Issuance Purchase Price” for such Notes Secured Parties electing transaction. For purposes of this Section 4.1, the determination as to purchase the LC ObligationsNew Issuance Purchase Price for securities exercisable, such Notes Secured Parties exchangeable or convertible into Common Stock shall purchase all be calculated as follows: (i) in the case of a convertible security, the New Issuance Purchase Price shall be deemed to be the conversion price per share of Common Stock minus the portion of the LC Obligations in accordance with this Section 7.19 annual interest paid on the convertible security that corresponds to a share of Common Stock or annual dividend, if any, paid on a ratable share of Common Stock, as applicable; (ii) in the case of options or warrants, the New Issuance Purchase Price shall be the exercise price per share of Common Stock plus any amounts separately paid for the options or warrants; and (iii) in case securities are sold as units, for example, a convertible security or Common Stock with an exercisable security, the price paid for the unit shall be allocated on a pro rata basis based to the shares of Common Stock or shares of Common Stock underlying the convertible securities included in the unit and the New Issuance Purchase Price shall be reduced by the Black-Scholes value of all exercisable securities included in the unit, using reasonable assumptions consistent with those used in the Company’s audited financial statements. In the event that the unit includes more than one share of Common Stock or shares of Common Stock underlying convertible securities, the aforementioned deduction for the Black-Scholes value of exercisable securities included in the unit shall be allocated pro rata among such shares in the same way that the price paid for the unit is allocated. (h) The Purchasers shall not have the right to exercise the Purchase Right to the extent that either (i) the Company does not have sufficient authorized shares to issue the Purchase Right Shares upon such exercise and the Stockholder Approval referred to in clause (ii) of the definition thereof has not been obtained or (ii) to the extent that Stockholder Approval is required under clause (iii) of the definition thereof and such Stockholder Approval has not yet been obtained, the issuance of the Purchase Right Shares upon such exercise (when taken together with the Initial Shares and any similar shares or purchase rights issued or granted to Charney under the Charney Purchase Agreement) would exceed 19.9% of the Company’s outstanding shares of Common Stock on their outstanding Notes Obligationsthe Closing Date.

Purchase Right. 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 occurrence of If there is an Event of Default and acceleration of the LC Senior Lien Obligations in accordance with the terms of the LC Documents, any Senior Lien Credit Agreement (ii) any enforcement action by any LC Secured Party with respect to any material portion of the Collateral, (iii) any Insolvency or Liquidation Proceeding, or (iv) any bankruptcy or payment default under the Notes Indenture (each such event, a “Purchase Option Event”), then some or all of the Notes Junior Lien Secured Parties shall have the right to elect to purchase all but not less than all of the 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 7.19, 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, unless the LC Collateral Agent otherwise consents, such written notice must be received by the LC Collateral Agent no later than the earlier to occur of (A) 10 Business Days after the LC Collateral Agent delivers to the Notes Trustee written notice of the occurrence of any Purchase Option Event described in clause (i), (ii) or (iii) above, or (B) 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 (or such shorter time as reasonably specified by the participating Notes Secured Parties in such notice) after such delivery of such notice. To the extent that 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 of the LC Obligations in accordance with this Section 7.19 on a ratable pro rata basis based on their outstanding Notes Junior Lien Obligations, unless otherwise agreed among such Junior Lien Secured Parties) may purchase, by submitting a notice (a “Purchase Notice”) within 15 Business Days of any such Purchase Event, 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: (a) 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; (b) 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; (c) be made pursuant to an assignment agreement in the form of Exhibit E-1 to any Senior Lien Credit Agreement; and (d) 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 Article 8 and such rights shall be secured by the Liens securing the Senior Lien Obligations.

Purchase Right. Without prejudice (a) The Senior Creditor and any of its respective successors and assigns hereby grant to the enforcement of the LC Secured Parties’ rights and remedies, the LC Secured Parties agree that following the occurrence of (i) the occurrence of an Event of Default and acceleration of the LC Obligations in accordance with the terms of the LC Documents, (ii) any enforcement action by any LC Secured Party with respect to any material portion of the Collateral, (iii) any Insolvency or Liquidation Proceeding, or (iv) any bankruptcy or payment default under the Notes Indenture (each such event, a “Purchase Option Event”), then some or all of the Notes Secured Parties shall have Junior Creditor the right to elect to purchase all (but not less than all all) of the outstanding LC Obligations, Senior Debt at par, without regard to any prepayment penalty or premium and without warranty, representation or recourse, time after any Senior Payment Default 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 7.19, the Bank Product Obligations shall have been terminated in accordance with their termswhich a Senior Default Notice is given. The participating Notes Secured Parties shall irrevocably exercise each such purchase right by delivery of Upon written notice of their from the Junior Creditor to the Senior Creditor (a “Purchase Election Notice”) setting forth its intent to purchase the LC Obligations Senior Debt, acknowledgement of the purchase price to be paid and the proposed closing date for the sale (which date shall be not less than 10 days after receipt of the Purchase Election Notice by the Senior Creditor), the Senior Creditor agrees to sell to the LC Collateral Agent Junior Creditor, and the Junior Creditor agrees to purchase from the Senior Creditor, the Senior Debt at the par amount thereof, including all amounts due under the Senior Debt Documents, and including, but not limited to, principal, accrued and unpaid interest, fees, and costs thereon and subject to Junior Creditor making acceptable assurances to Senior Creditor of any time following contingent liability arising under the Purchase Option Event; provided, unless the LC Collateral Agent otherwise consents, such written notice must be received Senior Debt Documents as deemed reasonable by the LC Collateral Agent no later than Senior Creditor. (b) Any transfer of the earlier to occur of (A) 10 Business Days after Senior Debt by the LC Collateral Agent delivers Senior Creditor to the Notes Trustee written notice of the occurrence of any Purchase Option Event described in clause (i), (ii) or (iii) above, or (B) 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 (or such shorter time as reasonably specified by the participating Notes Secured Parties in such notice) after such delivery of such notice. To the extent that more than one Notes Secured Party elects to purchase the LC Obligations Junior Creditor made in accordance with this Section 7.19, unless otherwise agreed 24 shall be made without recourse and with representations and warranties from the Senior Creditor solely as to title to the Senior Debt and the amount thereof and upon by such Notes Secured Parties electing to purchase the LC Obligations, such Notes Secured Parties shall purchase all Junior Creditor indemnifying the Senior Creditor for any liability arising from acts or occurrences following the transfer of the LC Obligations Senior Debt contemplated in accordance with this Section 7.19 on 24. During the periods from and after receipt of a ratable basis based on their outstanding Notes ObligationsPurchase Election Notice until the applicable closing date, the Senior Creditor shall not sell or otherwise transfer the Senior Debt until the rights of the Junior Creditor under this Section 24 have been exercised. The closing of any such purchase and sale shall take place within 10 days after receipt of the Purchase Election Notice by the Senior Creditor.

Purchase Right. a. Without prejudice to the enforcement of the LC Secured Parties’ Subordinated Agent’s rights and remedies, the LC Secured Parties agree Senior Lender agrees that following upon the decision of the Subordinated Agent in its sole discretion (or at the direction of the Subordinated Creditors (the occurrence of (i) the occurrence of an Event of Default and acceleration of the LC Obligations in accordance with the terms of the LC Documents, (ii) any enforcement action by any LC Secured Party with respect to any material portion of the Collateral, (iii) any Insolvency or Liquidation Proceeding, or (iv) any bankruptcy or payment default under the Notes Indenture (each such eventdecision, a “Purchase Option Event”), then some or all of the Notes Secured Parties shall have Subordinated Creditors and/or the right to elect to Subordinated Agent may purchase all but not less than all of the outstanding LC ObligationsSenior Debt, 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 7.19, the Bank Product Obligations shall have been terminated in accordance with their terms. The participating Notes Secured Parties Subordinated Creditors shall irrevocably exercise each such purchase right by delivery of written notice of their intent to purchase the LC Obligations Senior Debt to the LC Collateral Agent Senior Lender (the “Purchase Option Notice”) at any time following the Purchase Option Event; provided, unless the LC Collateral Agent otherwise consents, such written notice must be received by the LC Collateral Agent no later than the earlier to occur of (A) 10 Business Days after the LC Collateral Agent delivers to the Notes Trustee written notice of the occurrence of any Purchase Option Event described in clause (i), (ii) or (iii) above, or (B) 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 Partiestime. The parties shall close such purchase and sale within 20 Business Days 10 business days (or such shorter time as reasonably may be specified by the participating Notes Secured Parties Subordinated Agent in such notice) after such delivery of such notice. b. On the date of such purchase and sale (the “Purchase Date”), the participating Subordinated Creditors shall (i) pay to Senior Lender as the purchase price therefor, the full amount of all the Senior Debt then outstanding and unpaid (without regard to any prepayment penalty or premium), and (ii) enter into a customary assignment and assumption agreement with respect to the purchased Senior Debt. To The sum of the amounts set forth in clause (i) above is referred to herein as the “Purchase Price” and shall be remitted by wire transfer in federal funds to such bank account of Senior Lender as Senior Lender may designate in writing to the Subordinated Agent for such purpose. Interest shall be calculated to but exclude the business day on which such purchase and sale shall occur if the amounts so paid by the participating Subordinated Creditors to the bank account designated by Senior Lender are received in such bank account prior to 2:00 p.m., New York City time, and interest shall be calculated to and include such business day if the amounts so paid by the participating Subordinated Creditors to the bank account designated by Senior Lender are received in such bank account on or later than 2:00 p.m., New York City time. c. Such purchase shall be expressly made without representation or warranty of any kind by Senior Lender as to the Senior Debt so purchased or otherwise and without recourse to Senior Lender, except that Senior Lender shall represent and warrant: (i) that the amount quoted by Senior Lender of the purchase price represents the amount shown as owing with respect to the claims transferred as reflected on its books and records, (ii) it owns, or has the right to transfer to the participating Subordinated Creditors, the rights being transferred, and (iii) such transfer will be free and clear of Liens. d. From and after the Purchase Date, (a) the Senior Lender shall retain its indemnification rights under the Senior Debt Documents for actions or other matters arising on or prior to the Purchase Date and (b) the claims of the Senior Lender for contingent indemnification obligations of the Loan Parties, if any, that survive the termination of the Senior Debt Documents will continue to be secured by the Liens on the Collateral. Notwithstanding anything to the contrary contained herein, to the extent that more than one Notes Secured Party elects the Senior Lender recovers the Senior Debt in full and there are remaining proceeds to purchase the LC Obligations be distributed in accordance with this Section 7.19the terms hereof, unless otherwise agreed upon by the Subordinated Agent and Subordinated Creditors shall retain all rights to be paid such Notes Secured Parties electing to purchase the LC Obligations, such Notes Secured Parties shall purchase all of the LC Obligations in accordance with this Section 7.19 on a ratable basis based on their outstanding Notes Obligationsproceeds.

Purchase Right. Without prejudice (a) Notwithstanding anything to the enforcement contrary contained in this Agreement, within five Business Days after receipt by the Company of the LC Secured Parties’ rights and remediesa Demand Request from Parent, the LC Secured Parties agree that following the occurrence of (i) the occurrence of an Event of Default and acceleration of the LC Obligations in accordance with the terms of the LC DocumentsCompany may elect, (ii) any enforcement action by any LC Secured Party with respect to any material portion of the Collateral, (iii) any Insolvency or Liquidation Proceeding, or (iv) any bankruptcy or payment default under the Notes Indenture (each such event, a “Purchase Option Event”), then some or all of the Notes Secured Parties shall have the right to elect to purchase all but not less than all of the 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 7.19, 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 (the "PURCHASE NOTICE") to Parent, on behalf of their intent the Shareholder Group, to purchase all or any of the LC Obligations Demand Shares specified therein (the number of shares elected to be purchased, the "PURCHASE SHARES") at a price per share equal to the LC Collateral Agent at Market Value on the date of the Demand Request. Any purchase of the Demand Shares shall be allocated PRO RATA among the members of the Shareholder Group according to each member's portion of the Demand Shares. Any Demand Shares that are not purchased pursuant to this Section 5.7, either because the Company has elected not to purchase any Demand Shares (or fails to make the required election within the relevant time following period) or because the Purchase Option Event; providedCompany elects to purchase some but not all of the Demand Shares, unless shall be subject to the LC Collateral Agent otherwise consentsregistration obligations of the Company under this Article V. In the event that the Company elects to purchase some but not all of the Demand Shares, such written notice must be received Parent, on behalf of the Shareholder Group, may withdraw the Demand Request with respect to the remaining shares, which shall not constitute a Demand Request for the purposes of determining the number of Demand Requests to which the Shareholder Group is entitled under Section 5.1(a). (b) Any purchase of Demand Shares by the LC Collateral Agent no later Company pursuant to this Section 5.7 shall be on a mutually determined closing date which shall not be more than the earlier to occur of (A) 10 20 Business Days after the LC Collateral Agent delivers Purchase Notice is given. On the closing date, the members of the Shareholder Group shall deliver the shares of Common Stock being sold and documentation satisfactory to the Notes Trustee written Company evidencing the transfer of such Common Stock. The purchase price shall be paid by wire transfer of immediately available funds to an account or accounts specified by Parent by notice given no less than two Business Days prior to the closing date. (c) The Company may assign any of its purchase rights under this Section 5.7 to any Subsidiary of the occurrence Company without the consent of the Shareholder Group, PROVIDED, HOWEVER, that no such assignment shall relieve the Company of any Purchase Option Event described in clause (i), (ii) or (iii) above, or (B) 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 of its LC Obligations from such LC Facility Secured Parties. The parties shall close such purchase and sale within 20 Business Days (or such shorter time as reasonably specified by the participating Notes Secured Parties in such notice) after such delivery of such notice. To the extent that 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 of the LC Obligations in accordance with this Section 7.19 on a ratable basis based on their outstanding Notes Obligationsobligations thereunder.

Purchase Right. Without prejudice (a) Lessee shall have the option to purchase Lessor's Interest in the Premises upon the expiration of the twentieth (20th) Lease Year of the Primary Term hereof, and at the expiration of the Primary Term or any Extended Term of this Lease; provided however, that the option to purchase shall not apply unless this Lease is in effect as of the dates of exercise and closing, and the option may not be severed from or assigned independently of this Lease. This option shall be exercised, if at all, by Lessee giving written notice of its election to Lessor not later than six (6) months prior to the enforcement 20th anniversary of the LC Secured Parties’ rights commencement of the Primary Term, or to the date upon which the Primary Term or any Extended Term will expire. Such notice shall specify the date on which Lessee's purchase hereunder shall be closed, which date shall be within 60 days following the 20th anniversary of the commencement of the Primary Term or the date upon which the Primary Term or any Extended Term will expire, as the case may be. Upon the giving of such notice Lessor shall be bound to sell, and remediesLessee shall be bound to purchase the Premises, subject only to the terms, covenants and conditions provided in this Paragraph 15(a). (b) The purchase price to be paid by Lessee to Lessor, if the option to purchase contained in this paragraph 15 shall be exercised, shall be an amount equal to the Fair Market Value of the Premises as of the proposed date of purchase, but the purchase price shall be the greater of said value or the original Project Costs paid by Owner if Lessee exercises the said option to purchase in the 20th year of the Primary Term of this Operating Lease; provided further that if at the time of exercise the Mortgage has been foreclosed but not redeemed from sale, the LC Secured Parties agree that following purchase shall be at least the occurrence of (i) amount which would have been required to redeem at the occurrence of an Event of Default and acceleration end of the LC Obligations redemption period. (c) For purposes of this Lease the term "Fair Market Value" means the amount for which Lessor's Interest in accordance with the terms premises could be sold for cash to a buyer in an arm's-length transaction assuming the seller to be a prudent person willing to sell but under no compulsion to do so, and the buyer being a prudent person willing to buy but under no compulsion to do so. The term "Lessor's Interest in the Premises" shall be and hereby is understood to mean Lessor's interest under the Ground Lease in all buildings and other improvements located on or about the Premises and owned by Lessor, but shall not include the value of the LC DocumentsLand or the value of capital improvement enlargements or Additions made to the Premises by Lessee at its expense after the Primary Term Commencement Date if such capital improvements or Additions were approved by Lessor prior to the enlarging of such improvements or the making of such Additions. In the event the parties hereto are unable to agree upon the Fair Market Value of Lessor's Interest in the Premises within ninety (90) days of Lessee's notice, (ii) any enforcement action by any LC Secured Party with respect to any material portion of the Collateral, (iii) any Insolvency or Liquidation Proceeding, or (iv) any bankruptcy or payment default under the Notes Indenture (each such event, a “Purchase Option Event”), then some or all of the Notes Secured Parties either party shall have the right to elect submit such question to purchase all but not less than all of the 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 7.19, the Bank Product Obligations shall have been terminated appraisal 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 appraisal procedures set forth in the LC Collateral Agent at any time following the Purchase Option Event; provided, unless the LC Collateral Agent otherwise consents, such written notice must be received by the LC Collateral Agent no later than the earlier to occur of (A) 10 Business Days after the LC Collateral Agent delivers to the Notes Trustee written notice of the occurrence of any Purchase Option Event described in clause (iParagraph 15(d), (ii) or (iii) above, or (B) 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 (or such shorter time as reasonably specified by the participating Notes Secured Parties in such notice) after such delivery of such notice. To the extent that 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 of the LC Obligations in accordance with this Section 7.19 on a ratable basis based on their outstanding Notes Obligations.

Purchase Right. Without prejudice (i) If the Company receives written notice of a proposed bona fide Transfer of Control, the LLC may elect, by written notice to the enforcement Buyer (the "Purchase Notice") delivered within 10 days of the LC Secured Parties’ rights and remediesLLC's receipt of notice of such Transfer of Control, in lieu of receiving the LC Secured Parties agree that following Additional Consideration after the occurrence of (i) the occurrence Transfer of an Event of Default and acceleration of the LC Obligations in accordance with the terms of the LC DocumentsControl, (ii) any enforcement action by any LC Secured Party with respect to any material portion of the Collateral, (iii) any Insolvency or Liquidation Proceeding, or (iv) any bankruptcy or payment default under the Notes Indenture (each such event, a “Purchase Option Event”), then some or all of the Notes Secured Parties shall have the right to elect to purchase all but not less than all of the 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 7.19, 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 Shares from the Buyer, prior to the LC Collateral Agent at any time following the Purchase Option Event; provided, unless the LC Collateral Agent otherwise consents, such written notice must be received by the LC Collateral Agent no later than the earlier to occur of (A) 10 Business Days after the LC Collateral Agent delivers to the Notes Trustee written notice of the occurrence of any Purchase Option Event described the Transfer of Control or the disposition of such Shares in clause connection with such Transfer of Control, for an amount (i), the "Offer Amount") equal to the amount by which the Transfer of Control Value exceeds the Additional Consideration. (ii) If the Additional Consideration is determined based upon the Valuation Date occurring on the third, fourth or (iii) abovefifth anniversary date of the Closing Date, or (B) if any bankruptcy or payment default under as applicable, the Notes Indenture has occurred and is continuingLLC may elect, 10 Business Days after LC Collateral Agent delivers by written notice to the Notes Trustee that Buyer (the LC Facility Secured Parties desire to sell or assign "Purchase Notice"), in lieu of receiving the LC Obligations and are actively seeking to identify one or more Persons Additional Consideration, to purchase and acquire its LC Obligations the Shares from such LC Facility Secured Parties. The parties shall close such purchase and sale within 20 Business Days the Buyer on or before the Payment Date for an amount (or such shorter time as reasonably specified the "Offer Amount") equal to the amount by which the participating Notes Secured Parties in such noticeInternal Value exceeds the Additional Consideration. (iii) after such delivery of such notice. To If the extent that more than one Notes Secured Party LLC elects to purchase the LC Obligations Shares from the Buyer pursuant to clause (i) or (ii) above, the Buyer may, within 10 days of its receipt of the Purchase Notice, deliver to the LLC an offer (the "Counterproposal") to pay to the LLC an amount (the "Counterproposal Amount") in accordance with this Section 7.19excess of the Additional Consideration that would have been payable to the LLC absent such election (the "Original Amount"). Within 10 days of its receipt of the Counterproposal, unless otherwise agreed upon by such Notes Secured Parties the LLC shall deliver a written notice to the Buyer (a) accepting the Counterproposal, or (b) electing to purchase the LC Obligations, such Notes Secured Parties shall Shares from the Buyer for a purchase all price which exceeds the Offer Amount by an amount in excess of the LC Obligations in accordance with this Section 7.19 on a ratable basis based on their outstanding Notes Obligationsdifference between the Counterproposal Amount and the Original Amount. The failure of the LLC to timely deliver such notice shall be deemed to be an acceptance of the Counterproposal.

Purchase Right. Without prejudice (a) In the event that the Corporation proposes to the enforcement issue Common Stock, or any securities convertible into Common Stock (other than an issuance of the LC Secured Parties’ rights and remedies, the LC Secured Parties agree that following the occurrence of securities (i) the occurrence issuable upon exercise of an Event of Default and acceleration employee stock options or in connection with any employee benefit or similar plan of the LC Obligations in accordance with Corporation approved by the terms of Board, including the LC DocumentsWP Designee, (ii) any enforcement action in connection with a direct or indirect acquisition by any LC Secured Party with respect the Corporation of another company approved by the Board, including the WP Designee or (iii) upon conversion of securities which have previously been subject to any material this Section) (the "OFFERED SECURITIES"), the Corporation shall give written notice ("PURCHASE RIGHT NOTICE") to each Stockholder holding Common Stock and each Member holding Units offering each an opportunity ("PURCHASE RIGHT") to purchase a portion of the Collateralproposed issuance of the Offered Securities on terms and conditions provided below and otherwise proposed by the Corporation. The Purchase Right shall be subject to Section 6.01(c) below. The Purchase Right Notice shall specify the terms and conditions relating to such securities to be issued and of the sale of such securities, including the price and the total number of securities to be issued, and the number of such securities which represents such Stockholder's or Member's pro rata portion based on such Stockholder's direct or indirect (iiithrough TP LLC or MST LLC) any Insolvency ownership of Common Stock (on a Fully Diluted basis) each Stockholder or Liquidation ProceedingMember has the right to purchase. (b) Each Stockholder shall have the option for a period of 15 days from the receipt of the Purchase Right Notice (the "ELECTION PERIOD"), or to notify the Corporation in writing whether such Stockholder elects to exercise its Purchase Right. Any Stockholder that does not give a written notice to the Corporation within such Election Period shall be deemed to have elected not to exercise its Purchase Right. (ivc) any bankruptcy or payment default under In the Notes Indenture (event that not all Stockholders exercise their Purchase Rights, the Corporation shall give a second Purchase Right Notice to each Member holding Units offering each such eventMember a Purchase Right. Each Member shall then have the option for the applicable Election Period to notify the Corporation in writing whether such Member elects to exercise its Purchase Right. Any Member that does not give a written notice to the Corporation within such Election Period shall be deemed to have elected not to exercise its Purchase Right. In the event that not all Stockholders or Members exercise their Purchase Rights, a “each Stockholder or Member who elects to exercise its Purchase Option Event”)Right within the Election Period shall have an additional option ("SECOND PURCHASE RIGHT") to purchase any of the Offered Securities not yet subscribed for in the proportion that its interests bear to all other Stockholders or Members who exercised their Purchase Rights and who desire to acquire such remaining Offered Securities or in such other ratio as may be agreed to by all such Stockholders and Members. In addition, each Stockholder or Member who has exercised the Second Purchase Right may indicate the additional number of Offered Securities it wishes to purchase in the event that less than all remaining Offered Securities are purchased pursuant to the Second Purchase Right, and each Stockholder or Member who indicates such intention shall purchase the remaining Offered Securities; provided, however, that if purchase of more than 100% of the remaining Offered Securities are so indicated, then some such purchase shall be in the same ratio that the remaining Offered Securities a Stockholder or Member desires to purchase bears to the total number of remaining Offered Securities which all such other Stockholders or Members desire to purchase. The Second Purchase Right shall be exercisable within a 15-day period following the expiration of the most recent Election Period and shall be exercised by sending a notice to the Corporation Each notice by a Stockholder or Member exercising its Purchase Right, when taken together with the Purchase Right Notice, shall constitute a valid, legally binding and enforceable agreement for the purchase of such securities, subject to the Corporation's election pursuant to Section 6.01(c). (d) If all of the Notes Secured Parties securities proposed to be issued by the Corporation according to paragraph (a) hereof are not purchased by the Stockholders or Members pursuant to their Purchase Rights in their entirety, the Corporation shall have the right for a period of 180 days after the expiration of Election Period to elect issue the remaining securities not purchased pursuant to Purchase Rights at a price and on terms no less favorable than those specified in the Purchase Right Notice; provided however, if the proposed purchaser of the Offered Securities will only purchase all but or none of the Offered Securities and the Stockholders and Members do not less than collectively exercise their Purchase Rights for all of the outstanding LC Obligations, at par, without regard Offered Securities the Corporation may choose not to sell any prepayment penalty Offered Securities to the Stockholders or premium and without warranty, representation or recourse, for Members but instead to the Purchase Price proposed purchaser. (defined below); provided, with respect to any LC Obligations constituting Bank Product Obligations, at e) Any closing of the time purchase of any such purchase securities pursuant to this Section 7.196.01 shall be held at the principal office of the Corporation or at such other place as may be agreed upon, 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 on a business day and at a time agreed upon to purchase the LC Obligations to the LC Collateral Agent at any time following the Purchase Option Event; provided, unless the LC Collateral Agent otherwise consents, such written notice must be received by the LC Collateral Agent no later than the earlier to occur of (A) 10 Business Days after the LC Collateral Agent delivers to the Notes Trustee written notice of the occurrence of any Purchase Option Event described in clause (i), (ii) or (iii) above, or (B) 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 (or such shorter time as reasonably specified by the participating Notes Secured Parties in such notice) after such delivery of such notice. To the extent that 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 of the LC Obligations in accordance with this Section 7.19 on a ratable basis based on their outstanding Notes Obligationssecurities.

Purchase Right. Without prejudice (a) Notwithstanding anything to the enforcement contrary contained in this Agreement, within five Business Days after receipt by the Company of the LC Secured Parties’ rights and remediesa Demand Request from Parent, the LC Secured Parties agree that following the occurrence of (i) the occurrence of an Event of Default and acceleration of the LC Obligations in accordance with the terms of the LC DocumentsCompany may elect, (ii) any enforcement action by any LC Secured Party with respect to any material portion of the Collateral, (iii) any Insolvency or Liquidation Proceeding, or (iv) any bankruptcy or payment default under the Notes Indenture (each such event, a “Purchase Option Event”), then some or all of the Notes Secured Parties shall have the right to elect to purchase all but not less than all of the 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 7.19, 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 (the "PURCHASE NOTICE") to Parent, on behalf of their intent the Shareholder Group, to purchase all or any of the LC Obligations Demand Shares specified therein (the number of shares elected to be purchased, the "PURCHASE SHARES") at a price per share equal to the LC Collateral Agent at Market Value on the date of the Demand Request. Any purchase of the Demand Shares shall be allocated PRO RATA among the members of the Shareholder Group according to each member's portion of the Demand Shares. Any Demand Shares that are not purchased pursuant to this Section 5.7, either because the Company has elected not to purchase any Demand Shares (or fails to make the required election within the relevant time following period) or because the Purchase Option Event; providedCompany elects to purchase some but not all of the Demand Shares, unless shall be subject to the LC Collateral Agent otherwise consentsregistration obligations of the Company under this Article V. In the event that the Company elects to purchase some but not all of the Demand Shares, such written notice must be received Parent, on behalf of the Shareholder Group, may withdraw the Demand Request with respect to the remaining shares, which shall not constitute a Demand Request for the purposes of determining the number of Demand Requests to which the Shareholder Group is entitled under Section 5.1(a). (b) Any purchase of Demand Shares by the LC Collateral Agent no later Company pursuant to this Section 5.7 shall be on a mutually determined closing date which shall not be more than the earlier to occur of (A) 10 20 Business Days after the LC Collateral Agent delivers Purchase Notice is given. On the closing date, the members of the Shareholder Group shall deliver the shares of Common Stock being sold and documentation satisfactory to the Notes Trustee written Company evidencing the transfer of such Common Stock. The purchase price shall be paid by wire transfer of immediately available funds to an account or accounts specified by Parent by notice of the occurrence of any Purchase Option Event described in clause (i), (ii) or (iii) above, or (B) if any bankruptcy or payment default under the Notes Indenture has occurred and is continuing, 10 given no less than two Business Days after LC Collateral Agent delivers written notice prior 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 (or such shorter time as reasonably specified by the participating Notes Secured Parties in such notice) after such delivery of such notice. To the extent that 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 of the LC Obligations in accordance with this Section 7.19 on a ratable basis based on their outstanding Notes Obligationsclosing date.