Common use of Put Right Clause in Contracts

Put Right. (a) If a Liquidity Event is proposed to occur, the Company shall give written notice of such proposed Liquidity Event describing in reasonable detail the material terms and date of consummation thereof to each Securityholder not more than 45 days nor less than 15 days prior to the anticipated consummation date of such Liquidity Event, and the Company shall give each Securityholder prompt written notice of any material change thereafter in the terms or timing of such Liquidity Event. The Securityholder(s) holding a majority of the Senior Preferred Units may elect (the "PUT ELECTION"), subject to and in accordance with the terms of this SECTION 2, to require all of the Securityholders to sell, and the Company to purchase from such Securityholders, all (but not less than all) of the Senior Preferred Units then held by the Securityholders by delivering written notice of such Put Election (a "PUT EXERCISE NOTICE") to the Company on or prior to the tenth day after the Company delivers notice of such proposed Liquidity Event to the Securityholders. Upon receipt of a Put Exercise Notice, the Securityholders shall be obligated to sell, and the Company shall be obligated to purchase, all of the Senior Preferred Units then held by the Securityholders immediately prior to the consummation of such Liquidity Event. If the proposed Liquidity Event does not occur, the Put Election relating thereto shall be deemed null and void. (b) For any Put Election, the purchase price for each Senior Preferred Unit will be the SUM of the Senior Preferred Unreturned Capital (as defined in the LLC Agreement) and the Senior Preferred Unpaid Yield (as defined in the LLC Agreement), in each case as of the close of business on the business day immediately preceding the consummation of the Liquidity Event. The Company will pay for the Senior Preferred Units to be purchased by it from each Securityholder pursuant to the Put Election by first offsetting amounts outstanding under any bona fide debts owed by such Securityholder or any of its Affiliates to the Company and will pay the remainder of the purchase price by (i) a check or wire transfer of immediately available funds or (ii) if such purchase is being made prior to the date that is thirty months after the date hereof, at the option of the Company, the issuance to such Securityholder of an unsecured subordinated promissory note having an aggregate principal amount equal to the purchase price, bearing interest at a rate equal to 8% per annum (payable quarterly in cash), and having a maturity date no later than the third anniversary of the date of the applicable Liquidity Event; PROVIDED that, in the event that the issuance by the Company of the foregoing described promissory note would create adverse tax consequences for the Company or its members, the Company may in lieu thereof cause one or more of its Subsidiaries to issue such promissory note, together with unsecured subordinated guaranties in respect of such promissory note from each of the Company's other domestic Subsidiaries. Notwithstanding the foreoing, in the event any such purchase is being made upon consummation of an Approved Sale pursuant to which all or any portion of the consideration to be received by the Company's other equityholders in connection therewith consists of Liquid Securities (the percentage represented by such portion of the total consideration to be received is referred to herein as the "LIQUID SECURITIES PERCENTAGE"), the Company may pay the portion of the required purchase price for such Senior Preferred Units that is equal to the Liquid Securities Percentage by delivery of Liquid Securities having a value (using the value ascribed to such Liquid Securities in such Approved Sale) equal to the Liquid Securities Percentage of such required purchase price. The Company will be entitled to receive customary representations and warranties from the Securityholders regarding such sale and to require that all signatures be certified. (c) Notwithstanding anything herein to the contrary, all repurchases of Senior Preferred Units pursuant to any Put Election shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act, the Delaware General Corporation Law, such other applicable corporate or limited liability company laws, applicable federal and state securities laws, and the Company's and its Subsidiaries' debt financing agreements. If any such restrictions prohibit (i) the repurchase of Senior Preferred Units hereunder which the Company is otherwise required to make or (ii) dividends, distributions or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchase, then the Company shall make such repurchase as soon as it is permitted to make such repurchase (and receive the necessary funds from its Subsidiaries) under such restrictions.

Put Right. (a) If Subject to paragraph (b) hereof, if there has not been a Liquidity Event is proposed to occur, the Company shall give written notice of such proposed Liquidity Event describing in reasonable detail the material terms and date of consummation thereof to each Securityholder not more than 45 days nor less than 15 days prior to the anticipated consummation date of such Liquidity Event, and the Company shall give each Securityholder prompt written notice of any material change thereafter in the terms or timing of such Liquidity Event. The Securityholder(s) holding a majority of the Senior Preferred Units may elect (the "PUT ELECTION"), subject to and in accordance with the terms of this SECTION 2, to require all of the Securityholders to sell, and the Company to purchase from such Securityholders, all (but not less than all) of the Senior Preferred Units then held by the Securityholders by delivering written notice of such Put Election (a "PUT EXERCISE NOTICE") to the Company Successful Remarketing on or prior to the tenth day after Final Remarketing Date, holders of Senior Notes will, subject to this Section 8.05, have the right (the “Put Right”) to require the Company delivers notice of to purchase such proposed Liquidity Event Senior Notes on the Purchase Contract Settlement Date, at a price per Senior Note to be purchased equal to the Securityholders. Upon receipt principal amount of a Put Exercise Noticethe applicable Senior Note, plus accrued and unpaid interest to, but excluding, the Securityholders shall be obligated to sell, and Purchase Contract Settlement Date (the Company shall be obligated to purchase, all of the Senior Preferred Units then held by the Securityholders immediately prior to the consummation of such Liquidity Event. If the proposed Liquidity Event does not occur, the “Put Election relating thereto shall be deemed null and voidPrice”). (b) For any The Put Election, the purchase price for each Right of holders of Applicable Ownership Interests in Senior Preferred Unit Notes that are part of Corporate Units will be deemed to be automatically exercised unless such holders (1) prior to 5:00 p.m., New York City time, on the SUM second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the Senior Preferred Unreturned Capital related Purchase Contract with separate cash, and (as defined 2) on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in the LLC Agreement) and the Senior Preferred Unpaid Yield (as defined in the LLC Agreement)cash per Purchase Contract, in each case as of the close of business on the business day immediately preceding the consummation of the Liquidity Event. The Company will pay for the Senior Preferred Units to be purchased by it from each Securityholder pursuant to the Put Election by first offsetting amounts outstanding under any bona fide debts owed by terms and conditions of Section 5.02(b)(v) of the Purchase Contract and Pledge Agreement with respect to such Securityholder or any of its Affiliates settlement, and such holders shall be deemed to the Company and will have elected to pay the remainder Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the purchase price by (i) a check or wire transfer of immediately available funds or (ii) if such purchase is being made prior to the date that is thirty months after the date hereof, at the option proceeds of the Company, Put Right of the issuance to Senior Notes underlying such Securityholder of an unsecured subordinated promissory note having an aggregate principal amount Applicable Ownership Interests in Senior Notes equal to the purchase price, bearing interest at a rate equal to 8% per annum (payable quarterly Purchase Price in cash)full satisfaction of such holders’ obligations under the Purchase Contracts, and having a maturity date no later than the third anniversary any remaining amount of the date Put Price following satisfaction of the applicable Liquidity Event; PROVIDED that, in the event that the issuance by the Company of the foregoing described promissory note would create adverse tax consequences for the Company or its members, the Company may in lieu thereof cause one or more of its Subsidiaries to issue such promissory note, together with unsecured subordinated guaranties in respect of such promissory note from each of the Company's other domestic Subsidiaries. Notwithstanding the foreoing, in the event any such purchase is being made upon consummation of an Approved Sale pursuant to which all or any portion of the consideration to related Purchase Contracts will be received by the Company's other equityholders in connection therewith consists of Liquid Securities (the percentage represented by such portion of the total consideration to be received is referred to herein as the "LIQUID SECURITIES PERCENTAGE"), the Company may pay the portion of the required purchase price for such Senior Preferred Units that is equal to the Liquid Securities Percentage by delivery of Liquid Securities having a value (using the value ascribed paid to such Liquid Securities in such Approved Sale) equal to the Liquid Securities Percentage of such required purchase price. The Company will be entitled to receive customary representations and warranties from the Securityholders regarding such sale and to require that all signatures be certifiedholders. (c) Notwithstanding anything herein The Put Right of a holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the contrary, all repurchases of Senior Preferred Units pursuant to any Put Election shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act, the Delaware General Corporation Law, Trustee by such other applicable corporate holder on or limited liability company laws, applicable federal and state securities laws, and the Company's and its Subsidiaries' debt financing agreements. If any such restrictions prohibit (i) the repurchase of Senior Preferred Units hereunder which the Company is otherwise required to make or (ii) dividends, distributions or other transfers of funds from one or more Subsidiaries prior to the Company second Business Day immediately preceding the Purchase Contract Settlement Date. On or prior to enable such repurchasethe Purchase Contract Settlement Date, then the Company shall make deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such repurchase as soon as it is permitted amount to make the holders of such repurchase (and receive the necessary funds from its Subsidiaries) under such restrictionsSeparate Senior Notes.

Put Right. (a) If there has not been a Liquidity Event is proposed to occur, the Company shall give written notice of such proposed Liquidity Event describing in reasonable detail the material terms and date of consummation thereof to each Securityholder not more than 45 days nor less than 15 days Successful Remarketing prior to the anticipated consummation date Purchase Contract Settlement Date, Holders of such Liquidity Event, Separate Senior Notes and the Company shall give each Securityholder prompt written notice Holders of any material change thereafter in the terms or timing Senior Notes that are a component of such Liquidity Event. The Securityholder(s) holding a majority of the Senior Preferred Corporate Units may elect (the "PUT ELECTION")will, subject to and in accordance with this Section 8.05, have the terms of this SECTION 2, right (the “Put Right”) to require all of the Securityholders to sell, and the Company to purchase from their Senior Notes, on the Purchase Contract Settlement Date, at a price per Senior Note equal to $50.00 plus accrued and unpaid interest to but excluding the Purchase Contract Settlement Date (the “Put Price”). (b) The Put Right of Holders of Senior Notes that are part of Corporate Units will be automatically exercised unless such SecurityholdersHolders (1) prior to 11:00 a.m., all (but not less than all) of New York City time, on the Senior Preferred Units then held by second Business Day immediately preceding the Securityholders by delivering Purchase Contract Settlement Date, provide written notice of such Put Election (a "PUT EXERCISE NOTICE") to the Company Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to the tenth day after Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. Unless a Corporate Unit holder has settled the related Purchase Contract with separate cash on or prior to the Purchase Contract Settlement Date, the Company, on the Purchase Contract Settlement Date, shall cause the Put Price to be deposited in the Collateral Account and the Collateral Agent shall cause the Securities Intermediary to remit the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right to the Company delivers notice in full satisfaction of such proposed Liquidity Event Holder’s obligations under the related Purchase Contract. Any remaining amount of the Put Price following satisfaction of the related Purchase Contract will be paid to such Corporate Unit holder. If the Securityholders. Upon receipt of a Company shall fail to pay the Put Exercise NoticePrice on the Purchase Contract Settlement Date in accordance with the foregoing, the Securityholders shall be obligated to sell, and the Company shall be obligated deemed to purchase, all of the Senior Preferred Units then held by the Securityholders immediately prior have netted its obligation to the consummation of such Liquidity Event. If the proposed Liquidity Event does not occur, pay the Put Election relating thereto shall be deemed null and void. (b) For any Put Election, Price against the purchase price for each obligation of a Holder of a Senior Preferred Note that is a component of a Corporate Unit will be to pay the SUM of Purchase Price under the Senior Preferred Unreturned Capital (as defined in the LLC Agreement) and the Senior Preferred Unpaid Yield (as defined in the LLC Agreement), in each case as of the close of business related Purchase Contract on the business day immediately preceding the consummation of the Liquidity Event. The Company will pay for the Senior Preferred Units to be purchased by it from each Securityholder pursuant to the Put Election by first offsetting amounts outstanding under any bona fide debts owed by such Securityholder or any of its Affiliates to the Company and will pay the remainder of the purchase price by (i) a check or wire transfer of immediately available funds or (ii) if such purchase is being made prior to the date that is thirty months after the date hereof, at the option of the Company, the issuance to such Securityholder of an unsecured subordinated promissory note having an aggregate principal amount equal to the purchase price, bearing interest at a rate equal to 8% per annum (payable quarterly in cash), and having a maturity date no later than the third anniversary of the date of the applicable Liquidity Event; PROVIDED that, in the event that the issuance by the Company of the foregoing described promissory note would create adverse tax consequences for the Company or its members, the Company may in lieu thereof cause one or more of its Subsidiaries to issue such promissory note, together with unsecured subordinated guaranties in respect of such promissory note from each of the Company's other domestic Subsidiaries. Notwithstanding the foreoing, in the event any such purchase is being made upon consummation of an Approved Sale pursuant to which all or any portion of the consideration to be received by the Company's other equityholders in connection therewith consists of Liquid Securities (the percentage represented by such portion of the total consideration to be received is referred to herein as the "LIQUID SECURITIES PERCENTAGE"), the Company may pay the portion of the required purchase price for such Senior Preferred Units that is equal to the Liquid Securities Percentage by delivery of Liquid Securities having a value (using the value ascribed to such Liquid Securities in such Approved Sale) equal to the Liquid Securities Percentage of such required purchase price. The Company will be entitled to receive customary representations and warranties from the Securityholders regarding such sale and to require that all signatures be certifiedPurchase Contract Settlement Date. (c) Notwithstanding anything herein The Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the contrary, all repurchases of Senior Preferred Units pursuant to any Put Election shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act, the Delaware General Corporation Law, Trustee by such other applicable corporate Holder on or limited liability company laws, applicable federal and state securities laws, and the Company's and its Subsidiaries' debt financing agreements. If any such restrictions prohibit (i) the repurchase of Senior Preferred Units hereunder which the Company is otherwise required to make or (ii) dividends, distributions or other transfers of funds from one or more Subsidiaries prior to the Company second Business Day prior to enable such repurchasethe Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, then the Company shall make deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such repurchase as soon as it is permitted amount to make the Holders of such repurchase (and receive the necessary funds from its Subsidiaries) under such restrictionsSeparate Senior Notes.

Put Right. (a) If Subject to paragraph (b) hereof, if there has not been a Liquidity Event is proposed to occur, the Company shall give written notice of such proposed Liquidity Event describing in reasonable detail the material terms and date of consummation thereof to each Securityholder not more than 45 days nor less than 15 days Successful Remarketing prior to the anticipated consummation date of such Liquidity Event, and the Company shall give each Securityholder prompt written notice of any material change thereafter in the terms or timing of such Liquidity Event. The Securityholder(s) holding a majority end of the Senior Preferred Units may elect (the "PUT ELECTION")second Remarketing Date, holders of Convertible Notes will, subject to and in accordance with this Section 8.02, have the terms of this SECTION 2, right (the “Put Right”) to require all of the Securityholders to sell, and the Company to purchase from such SecurityholdersConvertible Notes on the Purchase Contract Settlement Date, all at a price per Convertible Note to be purchased equal to the principal amount of the applicable Convertible Note (but not less than allthe “Put Price”). For the avoidance of doubt, Holders of record on the Record Date related to the Interest Payment Date falling on the Purchase Contract Settlement Date will receive accrued and unpaid interest on such Interest Payment Date. (b) The Put Right of holders of Convertible Notes that are part of Corporate Units will be deemed to be automatically exercised unless such holders (1) prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on such Business Day, deliver to the Collateral Agent $1,000 in cash per Purchase Contract, in each case pursuant to the terms and conditions of Section 5.02(b)(iii) of the Senior Preferred Units then held by Purchase Contract and Pledge Agreement with respect to such settlement, and such holders shall be deemed to have elected to apply the Securityholders by delivering written notice proceeds of the Put Right of the Convertible Notes underlying such Convertible Notes equal to the Purchase Price against such holders’ obligations to pay the aggregate Purchase Price for the shares of Common Stock to be issued under the Purchase Contracts in full satisfaction of such holders’ obligations under the Purchase Contracts. (c) The Put Election (Right of a "PUT EXERCISE NOTICE") holder of a Separate Convertible Note shall only be exercisable upon delivery of a notice to the Company Trustee by such holder on or prior to the tenth day after second Business Day immediately preceding the Company delivers notice of such proposed Liquidity Event Purchase Contract Settlement Date. On or prior to the Securityholders. Upon receipt of a Put Exercise NoticePurchase Contract Settlement Date, the Securityholders shall be obligated to sell, and the Company shall be obligated deposit with the Trustee immediately available funds in an amount sufficient to purchasepay, all of on the Senior Preferred Units then held by the Securityholders immediately prior to the consummation of such Liquidity Event. If the proposed Liquidity Event does not occurPurchase Contract Settlement Date, the aggregate Put Election relating thereto shall be deemed null and void. (b) For Price of all Separate Convertible Notes with respect to which a holder has exercised a Put Right. In exchange for any Put Election, the purchase price for each Senior Preferred Unit will be the SUM of the Senior Preferred Unreturned Capital (as defined in the LLC Agreement) and the Senior Preferred Unpaid Yield (as defined in the LLC Agreement), in each case as of the close of business on the business day immediately preceding the consummation of the Liquidity Event. The Company will pay for the Senior Preferred Units to be purchased by it from each Securityholder Separate Convertible Notes surrendered pursuant to the Put Election by first offsetting amounts outstanding under any bona fide debts owed by Right, the Trustee shall then distribute such Securityholder or any of its Affiliates amount to the Company and will pay the remainder of the purchase price by (i) a check or wire transfer of immediately available funds or (ii) if such purchase is being made prior to the date that is thirty months after the date hereof, at the option of the Company, the issuance to such Securityholder of an unsecured subordinated promissory note having an aggregate principal amount equal to the purchase price, bearing interest at a rate equal to 8% per annum (payable quarterly in cash), and having a maturity date no later than the third anniversary of the date of the applicable Liquidity Event; PROVIDED that, in the event that the issuance by the Company of the foregoing described promissory note would create adverse tax consequences for the Company or its members, the Company may in lieu thereof cause one or more of its Subsidiaries to issue such promissory note, together with unsecured subordinated guaranties in respect holders of such promissory note from each of the Company's other domestic Subsidiaries. Notwithstanding the foreoing, in the event any such purchase is being made upon consummation of an Approved Sale pursuant to which all or any portion of the consideration to be received by the Company's other equityholders in connection therewith consists of Liquid Securities (the percentage represented by such portion of the total consideration to be received is referred to herein as the "LIQUID SECURITIES PERCENTAGE"), the Company may pay the portion of the required purchase price for such Senior Preferred Units that is equal to the Liquid Securities Percentage by delivery of Liquid Securities having a value (using the value ascribed to such Liquid Securities in such Approved Sale) equal to the Liquid Securities Percentage of such required purchase price. The Company will be entitled to receive customary representations and warranties from the Securityholders regarding such sale and to require that all signatures be certifiedSeparate Convertible Notes. (c) Notwithstanding anything herein to the contrary, all repurchases of Senior Preferred Units pursuant to any Put Election shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act, the Delaware General Corporation Law, such other applicable corporate or limited liability company laws, applicable federal and state securities laws, and the Company's and its Subsidiaries' debt financing agreements. If any such restrictions prohibit (i) the repurchase of Senior Preferred Units hereunder which the Company is otherwise required to make or (ii) dividends, distributions or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchase, then the Company shall make such repurchase as soon as it is permitted to make such repurchase (and receive the necessary funds from its Subsidiaries) under such restrictions.

Put Right. (a) If a Liquidity Event is proposed In the event that, with respect to occurthe Non-Avondale Contributed Properties, the Company shall give written notice of such proposed Liquidity Event describing in reasonable detail the material terms and date of consummation thereof to each Securityholder Non-Avondale Final Closing has not more than 45 days nor less than 15 days prior to the anticipated consummation date of such Liquidity Event, and the Company shall give each Securityholder prompt written notice of any material change thereafter in the terms or timing of such Liquidity Event. The Securityholder(s) holding a majority of the Senior Preferred Units may elect (the "PUT ELECTION"), subject to and in accordance with the terms of this SECTION 2, to require all of the Securityholders to sell, and the Company to purchase from such Securityholders, all (but not less than all) of the Senior Preferred Units then held by the Securityholders by delivering written notice of such Put Election (a "PUT EXERCISE NOTICE") to the Company occurred on or prior to the tenth day Outside Date, OPTrust shall have the right and option at its sole discretion to exercise a put right (the “Put Right”), which right may be exercised by OPTrust by delivering written notice (the “Put Notice”) to the Corporation at any time after the Company delivers notice of such proposed Liquidity Event to the Securityholders. Upon receipt of a Put Exercise Notice, the Securityholders shall be obligated to sell, and the Company shall be obligated to purchase, all of the Senior Preferred Units then held by the Securityholders immediately Outside Date but prior to the consummation earlier of such Liquidity Event. If the proposed Liquidity Event does not occur, the Put Election relating thereto shall be deemed null and void. (bi) For any Put Election, the purchase price for each Senior Preferred Unit will be the SUM of the Senior Preferred Unreturned Capital (as defined in the LLC Agreement) and the Senior Preferred Unpaid Yield (as defined in the LLC Agreement), in each case as of the close of business on the business day immediately preceding the consummation of the Liquidity EventNon-Avondale Final Closing and (ii) 90 days following the Outside Date. The Company will pay for Upon an exercise of the Senior Preferred Units Put Right by OPTrust, the Corporation shall (A) purchase from OPTrust a number of shares of Common Stock (the “Common Stock Put Securities”) equal to be purchased the Put Right Ratio multiplied by it from each Securityholder 1,840,4911 and (B) concurrently with any purchase pursuant to the foregoing clause (A), purchase from Elco LR OPT II REIT LP a number of OPUs (the “OPU Put Election Securities” and, together with the Common Stock Put Securities, the “Put Securities”) equal to the Put Right Ratio multiplied by first offsetting amounts outstanding under any bona fide debts owed 386,5032. The aggregate consideration for the Put Securities shall be an amount equal to the number of Common Stock Put Securities to be acquired by such Securityholder or any the Corporation pursuant OPTrust’s exercise of its Affiliates to Put Right multiplied by $8.15 (the Company and will pay “Put Price”). The Put Price shall be paid at the remainder of the purchase price Put Closing by (i) a check or wire transfer of immediately available funds to the account or accounts designated by OPTrust in writing at least two (2) Business Days prior to the Put Closing Date. (b) In the event that, with respect to the Avondale Contributed Property, the Avondale Closing has not occurred on or prior to the Avondale Outside Date, OPTrust shall have the right and option at its sole discretion to exercise its Put Right, which right may be exercised by OPTrust by delivering a Put Notice to the Corporation at any time after the Avondale Outside Date but prior to the earlier of (i) consummation of the Avondale Closing and (ii) if such 90 days following the Avondale Outside Date. Upon an exercise of the Put Right by OPTrust, the Corporation shall (A) purchase is being made from OPTrust a number of Common Stock Put Securities equal to the Avondale Put Right Ratio multiplied by 1,840,491 and (B) concurrently with any purchase pursuant to the foregoing clause (A), purchase from Elco LR OPT II REIT LP a number of OPU Put Securities equal to the Avondale Put Right Ratio multiplied by 386,503. The aggregate consideration for the Put Securities shall be the Put Price. The Put Price shall be paid at the Put Closing by wire transfer of immediately available funds to the account or accounts designated by OPTrust in writing at least two (2) Business Days prior to the date that is thirty months after the date hereof, at the option of the Company, the issuance to such Securityholder of an unsecured subordinated promissory note having an aggregate principal amount equal to the purchase price, bearing interest at a rate equal to 8% per annum (payable quarterly in cash), and having a maturity date no later than the third anniversary of the date of the applicable Liquidity Event; PROVIDED that, in the event that the issuance Put Closing Date. 1 $15,000,000 divided by the Company of the foregoing described promissory note would create adverse tax consequences for the Company or its members, the Company may in lieu thereof cause one or more of its Subsidiaries to issue such promissory note, together with unsecured subordinated guaranties in respect of such promissory note from each of the Company's other domestic Subsidiaries$8.15 equals 1,840,491. Notwithstanding the foreoing, in the event any such purchase is being made upon consummation of an Approved Sale pursuant to which all or any portion of the consideration to be received 2 $3,150,000 divided by the Company's other equityholders in connection therewith consists of Liquid Securities (the percentage represented by such portion of the total consideration to be received is referred to herein as the "LIQUID SECURITIES PERCENTAGE"), the Company may pay the portion of the required purchase price for such Senior Preferred Units that is equal to the Liquid Securities Percentage by delivery of Liquid Securities having a value (using the value ascribed to such Liquid Securities in such Approved Sale) equal to the Liquid Securities Percentage of such required purchase price. The Company will be entitled to receive customary representations and warranties from the Securityholders regarding such sale and to require that all signatures be certified$8.15 equals 386,503. (c) Notwithstanding anything herein Any closing of the purchase and sale of the Put Securities (the “Put Closing”) shall take place at the offices of Davies ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other mutually agreed upon location, upon a date to be determined by OPTrust that is no less than five (5) days and no more than forty-five (45) days after delivery of the Put Notice (the “Put Closing Date”). OPTrust shall provide the Corporation with written notice of its determination of the Put Closing Date at least five (5) days prior to the contrary, all repurchases of Senior Preferred Units pursuant to any Put Election shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act, the Delaware General Corporation Law, such other applicable corporate or limited liability company laws, applicable federal and state securities laws, and the Company's and its Subsidiaries' debt financing agreements. If any such restrictions prohibit (i) the repurchase of Senior Preferred Units hereunder which the Company is otherwise required to make or (ii) dividends, distributions or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchase, then the Company shall make such repurchase as soon as it is permitted to make such repurchase (and receive the necessary funds from its Subsidiaries) under such restrictionsClosing Date.

Put Right. (a) If Subject to paragraph (b) hereof, if there has not been a Liquidity Event is proposed to occur, the Company shall give written notice of such proposed Liquidity Event describing in reasonable detail the material terms and date of consummation thereof to each Securityholder not more than 45 days nor less than 15 days Successful Remarketing prior to the anticipated consummation date Purchase Contract Settlement Date, Holders of such Liquidity Event, Separate Senior Notes and the Company shall give each Securityholder prompt written notice Holders of any material change thereafter in the terms or timing Senior Notes that are a component of such Liquidity Event. The Securityholder(s) holding a majority of the Senior Preferred Corporate Units may elect (the "PUT ELECTION")will, subject to and in accordance with this Section 8.05, have the terms of this SECTION 2, right (the “Put Right”) to require all of the Securityholders to sell, and the Company to purchase their Senior Notes, on the Purchase Contract Settlement Date, at a price per Senior Note equal to $1000.00 plus accrued and unpaid interest to but excluding the Purchase Contract Settlement Date (the “Put Price”). (b) The Put Right of Holders of Senior Notes that are part of Corporate Units will be automatically exercised unless such Holders (1) prior to 11:00 a.m., New York City time, on the second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice to the Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $25 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement and such Holders shall be deemed to have elected to pay the Purchase Price for the shares of Common Stock or Preferred Stock, as applicable, to be issued under the related Purchase Contract from such Securityholders, all (but not less than all) a portion of the Senior Preferred Units then held by Proceeds of the Securityholders by delivering written notice Put Right of such Put Election (a "PUT EXERCISE NOTICE") Senior Notes equal to the Company Purchase Price in full satisfaction of such Holders’ obligations under the Purchase Contracts, and any remaining amount of the Put Price following satisfaction of the related Purchase Contract will be paid to such Holder. (c) The Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the Trustee by such Holder on or prior to the tenth day after the Company delivers notice of such proposed Liquidity Event second Business Day prior to the SecurityholdersPurchase Contract Settlement Date. Upon receipt of a Put Exercise NoticeOn or prior to the Purchase Contract Settlement Date, the Securityholders shall be obligated to sell, and the Company shall be obligated deposit with the Trustee immediately available funds in an amount sufficient to purchasepay, all of on the Senior Preferred Units then held by the Securityholders immediately prior to the consummation of such Liquidity Event. If the proposed Liquidity Event does not occurPurchase Contract Settlement Date, the aggregate Put Election relating thereto shall be deemed null and void. (b) For Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Put Election, the purchase price for each Separate Senior Preferred Unit will be the SUM of the Senior Preferred Unreturned Capital (as defined in the LLC Agreement) and the Senior Preferred Unpaid Yield (as defined in the LLC Agreement), in each case as of the close of business on the business day immediately preceding the consummation of the Liquidity Event. The Company will pay for the Senior Preferred Units to be purchased by it from each Securityholder Notes surrendered pursuant to the Put Election by first offsetting amounts outstanding under any bona fide debts owed by Right, the Trustee shall then distribute such Securityholder or any of its Affiliates amount to the Company and will pay the remainder of the purchase price by (i) a check or wire transfer of immediately available funds or (ii) if such purchase is being made prior to the date that is thirty months after the date hereof, at the option of the Company, the issuance to such Securityholder of an unsecured subordinated promissory note having an aggregate principal amount equal to the purchase price, bearing interest at a rate equal to 8% per annum (payable quarterly in cash), and having a maturity date no later than the third anniversary of the date of the applicable Liquidity Event; PROVIDED that, in the event that the issuance by the Company of the foregoing described promissory note would create adverse tax consequences for the Company or its members, the Company may in lieu thereof cause one or more of its Subsidiaries to issue such promissory note, together with unsecured subordinated guaranties in respect Holders of such promissory note from each of the Company's other domestic Subsidiaries. Notwithstanding the foreoing, in the event any such purchase is being made upon consummation of an Approved Sale pursuant to which all or any portion of the consideration to be received by the Company's other equityholders in connection therewith consists of Liquid Securities (the percentage represented by such portion of the total consideration to be received is referred to herein as the "LIQUID SECURITIES PERCENTAGE"), the Company may pay the portion of the required purchase price for such Separate Senior Preferred Units that is equal to the Liquid Securities Percentage by delivery of Liquid Securities having a value (using the value ascribed to such Liquid Securities in such Approved Sale) equal to the Liquid Securities Percentage of such required purchase price. The Company will be entitled to receive customary representations and warranties from the Securityholders regarding such sale and to require that all signatures be certifiedNotes. (c) Notwithstanding anything herein to the contrary, all repurchases of Senior Preferred Units pursuant to any Put Election shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act, the Delaware General Corporation Law, such other applicable corporate or limited liability company laws, applicable federal and state securities laws, and the Company's and its Subsidiaries' debt financing agreements. If any such restrictions prohibit (i) the repurchase of Senior Preferred Units hereunder which the Company is otherwise required to make or (ii) dividends, distributions or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchase, then the Company shall make such repurchase as soon as it is permitted to make such repurchase (and receive the necessary funds from its Subsidiaries) under such restrictions.

Put Right. (a) If there has not been a Liquidity Event is proposed to occur, the Company shall give written notice of such proposed Liquidity Event describing in reasonable detail the material terms and date of consummation thereof to each Securityholder not more than 45 days nor less than 15 days Successful Remarketing prior to the anticipated consummation date Purchase Contract Settlement Date, Holders of such Liquidity EventSeparate Senior Notes and Holders of Senior Notes that are a component of Corporate Units will, and subject to this Section 305, have the Company shall give each Securityholder prompt written notice of any material change thereafter in the terms or timing of such Liquidity Event. The Securityholder(s) holding a majority of the Senior Preferred Units may elect right (the "PUT ELECTIONPut Right"), subject to and in accordance with the terms of this SECTION 2, ) to require all of the Securityholders to sell, and the Company to purchase from their Senior Notes, on the Purchase Contract Settlement Date, at a price per Senior Note equal to $25.00 plus accrued and unpaid interest to but excluding the Purchase Contract Settlement Date (the "Put Price"). (b) The Put Right of Holders of Senior Notes that are part of Corporate Units will be automatically exercised unless such SecurityholdersHolders (1) prior to 11:00 a.m., all (but not less than all) of New York City time, on the Senior Preferred Units then held by second Business Day immediately preceding the Securityholders by delivering Purchase Contract Settlement Date, provide written notice of such Put Election (a "PUT EXERCISE NOTICE") to the Company Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to the tenth day after Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $25.00 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. Unless a Corporate Unit holder has settled the related Purchase Contract with separate cash on or prior to the Purchase Contract Settlement Date, the Company, on the Purchase Contract Settlement Date, shall cause the Put Price to be deposited in the Collateral Account and the Collateral Agent shall cause the Securities Intermediary to remit the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the proceeds of the Put Right to the Company delivers notice in full satisfaction of such proposed Liquidity Event Holder's obligations under the related Purchase Contract. Any remaining amount of the Put Price following satisfaction of the related Purchase Contract will be paid to such Corporate Unit holder. If the Securityholders. Upon receipt of a Company shall fail to pay the Put Exercise NoticePrice on the Purchase Contract Settlement Date in accordance with the foregoing, the Securityholders shall be obligated to sell, and the Company shall be obligated deemed to purchase, all of the Senior Preferred Units then held by the Securityholders immediately prior have netted its obligation to the consummation of such Liquidity Event. If the proposed Liquidity Event does not occur, pay the Put Election relating thereto shall be deemed null and void. (b) For any Put Election, Price against the purchase price for each obligation of a Holder of a Senior Preferred Note that is a component of a Corporate Unit will be to pay the SUM of Purchase Price under the Senior Preferred Unreturned Capital (as defined in the LLC Agreement) and the Senior Preferred Unpaid Yield (as defined in the LLC Agreement), in each case as of the close of business related Purchase Contract on the business day immediately preceding the consummation of the Liquidity Event. The Company will pay for the Senior Preferred Units to be purchased by it from each Securityholder pursuant to the Put Election by first offsetting amounts outstanding under any bona fide debts owed by such Securityholder or any of its Affiliates to the Company and will pay the remainder of the purchase price by (i) a check or wire transfer of immediately available funds or (ii) if such purchase is being made prior to the date that is thirty months after the date hereof, at the option of the Company, the issuance to such Securityholder of an unsecured subordinated promissory note having an aggregate principal amount equal to the purchase price, bearing interest at a rate equal to 8% per annum (payable quarterly in cash), and having a maturity date no later than the third anniversary of the date of the applicable Liquidity Event; PROVIDED that, in the event that the issuance by the Company of the foregoing described promissory note would create adverse tax consequences for the Company or its members, the Company may in lieu thereof cause one or more of its Subsidiaries to issue such promissory note, together with unsecured subordinated guaranties in respect of such promissory note from each of the Company's other domestic Subsidiaries. Notwithstanding the foreoing, in the event any such purchase is being made upon consummation of an Approved Sale pursuant to which all or any portion of the consideration to be received by the Company's other equityholders in connection therewith consists of Liquid Securities (the percentage represented by such portion of the total consideration to be received is referred to herein as the "LIQUID SECURITIES PERCENTAGE"), the Company may pay the portion of the required purchase price for such Senior Preferred Units that is equal to the Liquid Securities Percentage by delivery of Liquid Securities having a value (using the value ascribed to such Liquid Securities in such Approved Sale) equal to the Liquid Securities Percentage of such required purchase price. The Company will be entitled to receive customary representations and warranties from the Securityholders regarding such sale and to require that all signatures be certifiedPurchase Contract Settlement Date. (c) Notwithstanding anything herein The Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the contrary, all repurchases of Senior Preferred Units pursuant to any Put Election shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act, the Delaware General Corporation Law, Trustee by such other applicable corporate Holder on or limited liability company laws, applicable federal and state securities laws, and the Company's and its Subsidiaries' debt financing agreements. If any such restrictions prohibit (i) the repurchase of Senior Preferred Units hereunder which the Company is otherwise required to make or (ii) dividends, distributions or other transfers of funds from one or more Subsidiaries prior to the Company second Business Day prior to enable such repurchasethe Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, then the Company shall make deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such repurchase as soon as it is permitted amount to make the Holders of such repurchase (and receive the necessary funds from its Subsidiaries) under such restrictionsSeparate Senior Notes.

Put Right. (a) If there has not been a Liquidity Event is proposed to occur, the Company shall give written notice of such proposed Liquidity Event describing in reasonable detail the material terms and date of consummation thereof to each Securityholder not more than 45 days nor less than 15 days Successful Remarketing prior to the anticipated consummation date Purchase Contract Settlement Date, Holders of such Liquidity EventSeparate Senior Notes and Holders of Senior Notes that are a component of Corporate Units will, and subject to this Section 8.05, have the Company shall give each Securityholder prompt written notice of any material change thereafter in the terms or timing of such Liquidity Event. The Securityholder(s) holding a majority of the Senior Preferred Units may elect right (the "PUT ELECTIONPut Right"), subject to and in accordance with the terms of this SECTION 2, ) to require all of the Securityholders to sell, and the Company to purchase from their Senior Notes, on the Purchase Contract Settlement Date, at a price per Senior Note equal to $50.00 plus accrued and unpaid interest to but excluding the Purchase Contract Settlement Date (the "Put Price"). (b) The Put Right of Holders of Senior Notes that are part of Corporate Units will be automatically exercised unless such SecurityholdersHolders (1) prior to 11:00 a.m., all (but not less than all) of New York City time, on the Senior Preferred Units then held by second Business Day immediately preceding the Securityholders by delivering Purchase Contract Settlement Date, provide written notice of such Put Election (a "PUT EXERCISE NOTICE") to the Company Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to the tenth day after Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. Unless a Corporate Unit holder has settled the related Purchase Contract with separate cash on or prior to the Purchase Contract Settlement Date, the Company, on the Purchase Contract Settlement Date, shall cause the Put Price to be deposited in the Collateral Account and the Collateral Agent shall cause the Securities Intermediary to remit the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right to the Company delivers notice in full satisfaction of such proposed Liquidity Event Holder's obligations under the related Purchase Contract. Any remaining amount of the Put Price following satisfaction of the related Purchase Contract will be paid to such Corporate Unit holder. If the Securityholders. Upon receipt of a Company shall fail to pay the Put Exercise NoticePrice on the Purchase Contract Settlement Date in accordance with the foregoing, the Securityholders shall be obligated to sell, and the Company shall be obligated deemed to purchase, all of the Senior Preferred Units then held by the Securityholders immediately prior have netted its obligation to the consummation of such Liquidity Event. If the proposed Liquidity Event does not occur, pay the Put Election relating thereto shall be deemed null and void. (b) For any Put Election, Price against the purchase price for each obligation of a Holder of a Senior Preferred Note that is a component of a Corporate Unit will be to pay the SUM of Purchase Price under the Senior Preferred Unreturned Capital (as defined in the LLC Agreement) and the Senior Preferred Unpaid Yield (as defined in the LLC Agreement), in each case as of the close of business related Purchase Contract on the business day immediately preceding the consummation of the Liquidity Event. The Company will pay for the Senior Preferred Units to be purchased by it from each Securityholder pursuant to the Put Election by first offsetting amounts outstanding under any bona fide debts owed by such Securityholder or any of its Affiliates to the Company and will pay the remainder of the purchase price by (i) a check or wire transfer of immediately available funds or (ii) if such purchase is being made prior to the date that is thirty months after the date hereof, at the option of the Company, the issuance to such Securityholder of an unsecured subordinated promissory note having an aggregate principal amount equal to the purchase price, bearing interest at a rate equal to 8% per annum (payable quarterly in cash), and having a maturity date no later than the third anniversary of the date of the applicable Liquidity Event; PROVIDED that, in the event that the issuance by the Company of the foregoing described promissory note would create adverse tax consequences for the Company or its members, the Company may in lieu thereof cause one or more of its Subsidiaries to issue such promissory note, together with unsecured subordinated guaranties in respect of such promissory note from each of the Company's other domestic Subsidiaries. Notwithstanding the foreoing, in the event any such purchase is being made upon consummation of an Approved Sale pursuant to which all or any portion of the consideration to be received by the Company's other equityholders in connection therewith consists of Liquid Securities (the percentage represented by such portion of the total consideration to be received is referred to herein as the "LIQUID SECURITIES PERCENTAGE"), the Company may pay the portion of the required purchase price for such Senior Preferred Units that is equal to the Liquid Securities Percentage by delivery of Liquid Securities having a value (using the value ascribed to such Liquid Securities in such Approved Sale) equal to the Liquid Securities Percentage of such required purchase price. The Company will be entitled to receive customary representations and warranties from the Securityholders regarding such sale and to require that all signatures be certifiedPurchase Contract Settlement Date. (c) Notwithstanding anything herein The Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the contrary, all repurchases of Senior Preferred Units pursuant to any Put Election shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act, the Delaware General Corporation Law, Trustee by such other applicable corporate Holder on or limited liability company laws, applicable federal and state securities laws, and the Company's and its Subsidiaries' debt financing agreements. If any such restrictions prohibit (i) the repurchase of Senior Preferred Units hereunder which the Company is otherwise required to make or (ii) dividends, distributions or other transfers of funds from one or more Subsidiaries prior to the Company second Business Day prior to enable such repurchasethe Purchase Contract Settlement Date. On or prior to the Purchase Contract Settlement Date, then the Company shall make deposit with the Trustee immediately available funds in an amount sufficient to pay, on the Purchase Contract Settlement Date, the aggregate Put Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Separate Senior Notes surrendered pursuant to the Put Right, the Trustee shall then distribute such repurchase as soon as it is permitted amount to make the Holders of such repurchase (and receive the necessary funds from its Subsidiaries) under such restrictionsSeparate Senior Notes.

Put Right. (a) If there has not been a Liquidity Event is proposed to occur, the Company shall give written notice of such proposed Liquidity Event describing in reasonable detail the material terms and date of consummation thereof to each Securityholder not more than 45 days nor less than 15 days Successful Remarketing prior to the anticipated consummation date Purchase Contract Settlement Date, Holders of such Liquidity Event, Separate Notes and the Company shall give each Securityholder prompt written notice Holders of any material change thereafter in the terms or timing Notes that are a component of such Liquidity Event. The Securityholder(s) holding a majority of the Senior Preferred Corporate Units may elect (the "PUT ELECTION")will, subject to and in accordance with this Section 7.04, have the terms of this SECTION 2, right (the “Put Right”) to require all of the Securityholders to sell, and the Company to purchase from such Securityholderstheir Notes, all on the Purchase Contract Settlement Date, at a price per Note equal to $1,000 (or $50 per Applicable Ownership Interest) plus accrued and unpaid interest to but not less than all) excluding the Purchase Contract Settlement Date (the “Put Price”); provided, however, that as of the Senior Preferred Purchase Contract Settlement Date, Holders of Notes that are part of a Corporate Unit with respect to which a Put Right has been automatically exercised under clause (b) below shall be deemed to have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right of such Notes equal to the Purchase Price, less any Deferred Contract Adjustment Payments, in full satisfaction of such Holders’ obligations under the Purchase Contracts, and any remaining amount of the Put Price following satisfaction of the related Purchase Contract will be paid to such Holder. (b) The Put Right of Holders of Notes that are part of Corporate Units then held by will be automatically exercised unless such Holders (1) prior to 11:00 a.m., New York City time, on the Securityholders by delivering second Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice of such Put Election (a "PUT EXERCISE NOTICE") to the Company Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 11:00 a.m., New York City time, on the Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. The Put Price for Holders of Separate Notes shall be applied in accordance with Section 7.04(c) below. (c) The Put Right of a Holder of a Separate Note shall only be exercisable upon delivery of a notice to the Trustee by such Holder on or prior to the tenth day after the Company delivers notice of such proposed Liquidity Event second Business Day prior to the SecurityholdersPurchase Contract Settlement Date. Upon receipt of a Put Exercise NoticeOn or prior to the Purchase Contract Settlement Date, the Securityholders shall be obligated to sell, and the Company shall be obligated deposit with the Trustee immediately available funds in an amount sufficient to purchasepay, all of on the Senior Preferred Units then held by the Securityholders immediately prior to the consummation of such Liquidity Event. If the proposed Liquidity Event does not occurPurchase Contract Settlement Date, the aggregate Put Election relating thereto shall be deemed null and void. (b) For Price of all Separate Notes with respect to which a Holder has exercised a Put Right. In exchange for any Put Election, the purchase price for each Senior Preferred Unit will be the SUM of the Senior Preferred Unreturned Capital (as defined in the LLC Agreement) and the Senior Preferred Unpaid Yield (as defined in the LLC Agreement), in each case as of the close of business on the business day immediately preceding the consummation of the Liquidity Event. The Company will pay for the Senior Preferred Units to be purchased by it from each Securityholder Separate Notes surrendered pursuant to the Put Election by first offsetting amounts outstanding under any bona fide debts owed by Right, the Trustee shall then distribute such Securityholder or any of its Affiliates amount to the Company and will pay the remainder of the purchase price by (i) a check or wire transfer of immediately available funds or (ii) if such purchase is being made prior to the date that is thirty months after the date hereof, at the option of the Company, the issuance to such Securityholder of an unsecured subordinated promissory note having an aggregate principal amount equal to the purchase price, bearing interest at a rate equal to 8% per annum (payable quarterly in cash), and having a maturity date no later than the third anniversary of the date of the applicable Liquidity Event; PROVIDED that, in the event that the issuance by the Company of the foregoing described promissory note would create adverse tax consequences for the Company or its members, the Company may in lieu thereof cause one or more of its Subsidiaries to issue such promissory note, together with unsecured subordinated guaranties in respect Holders of such promissory note from each of the Company's other domestic Subsidiaries. Notwithstanding the foreoing, in the event any such purchase is being made upon consummation of an Approved Sale pursuant to which all or any portion of the consideration to be received by the Company's other equityholders in connection therewith consists of Liquid Securities (the percentage represented by such portion of the total consideration to be received is referred to herein as the "LIQUID SECURITIES PERCENTAGE"), the Company may pay the portion of the required purchase price for such Senior Preferred Units that is equal to the Liquid Securities Percentage by delivery of Liquid Securities having a value (using the value ascribed to such Liquid Securities in such Approved Sale) equal to the Liquid Securities Percentage of such required purchase price. The Company will be entitled to receive customary representations and warranties from the Securityholders regarding such sale and to require that all signatures be certifiedSeparate Notes. (c) Notwithstanding anything herein to the contrary, all repurchases of Senior Preferred Units pursuant to any Put Election shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act, the Delaware General Corporation Law, such other applicable corporate or limited liability company laws, applicable federal and state securities laws, and the Company's and its Subsidiaries' debt financing agreements. If any such restrictions prohibit (i) the repurchase of Senior Preferred Units hereunder which the Company is otherwise required to make or (ii) dividends, distributions or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchase, then the Company shall make such repurchase as soon as it is permitted to make such repurchase (and receive the necessary funds from its Subsidiaries) under such restrictions.

Put Right. (a) If there has not been a Liquidity Event is proposed to occur, the Company shall give written notice of such proposed Liquidity Event describing in reasonable detail the material terms and date of consummation thereof to each Securityholder not more than 45 days nor less than 15 days Successful Remarketing prior to the anticipated consummation date Purchase Contract Settlement Date, Holders of such Liquidity EventSeparate Senior Notes and Holders of Senior Notes that are a component of Corporate Units will, and subject to this Section 8.05, have the Company shall give each Securityholder prompt written notice of any material change thereafter in the terms or timing of such Liquidity Event. The Securityholder(s) holding a majority of the Senior Preferred Units may elect right (the "PUT ELECTIONPut Right"), subject to and in accordance with the terms of this SECTION 2, ) to require all of the Securityholders to sell, and the Company to purchase from such Securityholderstheir Senior Notes, all on the Purchase Contract Settlement Date, at a price per Senior Note equal to $50.00 plus accrued and unpaid interest to but excluding the Purchase Contract Settlement Date (but not less than all) the "Put Price"); provided, however, that as of the Purchase Contract Settlement Date, Holders of Senior Preferred Notes that are part of a Corporate Unit with respect to which a Put Right has been automatically exercised under clause (b) below shall be deemed to have elected to pay the Purchase Price for the shares of Common Stock to be issued under the related Purchase Contract from a portion of the Proceeds of the Put Right of such Senior Notes equal to the Purchase Price, less any Deferred Contract Adjustment Payments, in full satisfaction of such Holders' obligations under the Purchase Contracts, and any remaining amount of the Put Price following satisfaction of the related Purchase Contract will be paid to such Holder. (b) The Put Right of Holders of Senior Notes that are part of Corporate Units then held by will be automatically exercised unless such Holders (1) prior to 5:00 P.M., New York City time, on the Securityholders by delivering fifth Business Day immediately preceding the Purchase Contract Settlement Date, provide written notice of such Put Election (a "PUT EXERCISE NOTICE") to the Company Purchase Contract Agent of their intention to settle the related Purchase Contract with separate cash, and (2) on or prior to 5:00 P.M., New York City time, on the fourth Business Day immediately preceding the Purchase Contract Settlement Date, deliver to the Collateral Agent $50 in cash per Purchase Contract, in each case pursuant to the Purchase Contract Agreement. The Put Price for such Holders of Senior Notes shall be applied in accordance with Section 8.05(c) above. (c) The Put Right of a Holder of a Separate Senior Note shall only be exercisable upon delivery of a notice to the Trustee by such Holder on or prior to the tenth day after the Company delivers notice of such proposed Liquidity Event second Business Day prior to the SecurityholdersPurchase Contract Settlement Date. Upon receipt of a Put Exercise NoticeOn or prior to the Purchase Contract Settlement Date, the Securityholders shall be obligated to sell, and the Company shall be obligated deposit with the Trustee immediately available funds in an amount sufficient to purchasepay, all of on the Senior Preferred Units then held by the Securityholders immediately prior to the consummation of such Liquidity Event. If the proposed Liquidity Event does not occurPurchase Contract Settlement Date, the aggregate Put Election relating thereto shall be deemed null and void. (b) For Price of all Separate Senior Notes with respect to which a Holder has exercised a Put Right. In exchange for any Put Election, the purchase price for each Separate Senior Preferred Unit will be the SUM of the Senior Preferred Unreturned Capital (as defined in the LLC Agreement) and the Senior Preferred Unpaid Yield (as defined in the LLC Agreement), in each case as of the close of business on the business day immediately preceding the consummation of the Liquidity Event. The Company will pay for the Senior Preferred Units to be purchased by it from each Securityholder Notes surrendered pursuant to the Put Election by first offsetting amounts outstanding under any bona fide debts owed by Right, the Trustee shall then distribute such Securityholder or any of its Affiliates amount to the Company and will pay the remainder of the purchase price by (i) a check or wire transfer of immediately available funds or (ii) if such purchase is being made prior to the date that is thirty months after the date hereof, at the option of the Company, the issuance to such Securityholder of an unsecured subordinated promissory note having an aggregate principal amount equal to the purchase price, bearing interest at a rate equal to 8% per annum (payable quarterly in cash), and having a maturity date no later than the third anniversary of the date of the applicable Liquidity Event; PROVIDED that, in the event that the issuance by the Company of the foregoing described promissory note would create adverse tax consequences for the Company or its members, the Company may in lieu thereof cause one or more of its Subsidiaries to issue such promissory note, together with unsecured subordinated guaranties in respect Holders of such promissory note from each of the Company's other domestic Subsidiaries. Notwithstanding the foreoing, in the event any such purchase is being made upon consummation of an Approved Sale pursuant to which all or any portion of the consideration to be received by the Company's other equityholders in connection therewith consists of Liquid Securities (the percentage represented by such portion of the total consideration to be received is referred to herein as the "LIQUID SECURITIES PERCENTAGE"), the Company may pay the portion of the required purchase price for such Separate Senior Preferred Units that is equal to the Liquid Securities Percentage by delivery of Liquid Securities having a value (using the value ascribed to such Liquid Securities in such Approved Sale) equal to the Liquid Securities Percentage of such required purchase price. The Company will be entitled to receive customary representations and warranties from the Securityholders regarding such sale and to require that all signatures be certifiedNotes. (c) Notwithstanding anything herein to the contrary, all repurchases of Senior Preferred Units pursuant to any Put Election shall be subject to applicable restrictions contained in the Delaware Limited Liability Company Act, the Delaware General Corporation Law, such other applicable corporate or limited liability company laws, applicable federal and state securities laws, and the Company's and its Subsidiaries' debt financing agreements. If any such restrictions prohibit (i) the repurchase of Senior Preferred Units hereunder which the Company is otherwise required to make or (ii) dividends, distributions or other transfers of funds from one or more Subsidiaries to the Company to enable such repurchase, then the Company shall make such repurchase as soon as it is permitted to make such repurchase (and receive the necessary funds from its Subsidiaries) under such restrictions.