Common use of Repurchase Disability Clause in Contracts

Repurchase Disability. (a) Notwithstanding anything to the contrary herein, (i) the Company shall not be required or permitted to purchase any Restricted Shares held by any Management Stockholder or Involuntary Transferee upon exercise of the Call Right, Involuntary Transfer or a Put Right if the Board of Directors determines that: (A) the purchase of Restricted Shares would impair the Company's or its subsidiaries' ability to meet their obligations in the ordinary course of business taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the Company, including, without limitation, any proposed acquisition of any other entity by the Company or any of its subsidiaries; (B) the Company is prohibited from purchasing the Restricted Shares by applicable law restricting the purchase by a corporation of its own shares; or (C) the purchase of Restricted Shares would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of any loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party (the "FINANCING DOCUMENTS") or the Company is not able to obtain the consent of its senior lender to the purchase of the Restricted Shares. The events described in (A) through (C) above each constitute a "REPURCHASE DISABILITY." (ii) In the event of a Repurchase Disability, the Company shall notify in writing the Management Stockholder or Involuntary Transferee with respect to whom the Call Right, Involuntary Transfer or Put Right has been exercised (a "DISABILITY NOTICE"). The Disability Notice shall specify the nature of the Repurchase Disability. The Company shall thereafter repurchase the Restricted Shares described in the Call Notice, Involuntary Transfer Repurchase Notice or Put Notice as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares while any Repurchase Disabilities continue to exist). In the event the Company suspends its obligations to repurchase the Restricted Shares pursuant to a Repurchase Disability, (A) the Company shall provide written notice to each applicable Management Stockholder or Involuntary Transferee as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"); (B) the Fair Market Value of the Restricted Shares subject to the Call Notice, Involuntary Transfer Repurchase Notice or Put Notice shall be determined as of the date the Reinstatement Notice is delivered to the Management Stockholder or Involuntary Transferee, which Fair Market Value shall be used to determine the Repurchase Price or Involuntary Transfer Repurchase Price in the manner described above; and (C) the repurchase shall occur on a date specified by the Company within ten (10) days following the determination of the Fair Market Value of the Restricted Shares to be repurchased as provided in subsection (B) above.

Repurchase Disability. (a) Notwithstanding anything to the contrary herein, (i) , the Company shall not be required or permitted to purchase any Restricted Shares held by any Management Stockholder Shareholder or Involuntary Transferee upon exercise of the Call Right, Right or the Involuntary Transfer or a Put Repurchase Right if the Board of Directors determines that: (Ai) the purchase of Restricted Shares would impair render the Company's Company or its subsidiaries' ability Subsidiaries unable to meet their obligations in the ordinary course of business taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the Company, including, without limitation, any proposed acquisition of any other entity by the Company or any of its subsidiariesSubsidiaries; (Bii) the Company is prohibited from purchasing the Restricted Shares by applicable law restricting the purchase by a corporation of its own shares; or (Ciii) the purchase of Restricted Shares would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of any loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party (the "FINANCING DOCUMENTS"“Financing Documents”) or the Company is not able to obtain the requisite consent of any of its senior lender lenders to the purchase of the Restricted Shares. The events described in (Ai) through (Ciii) above each constitute a "REPURCHASE DISABILITY“Repurchase Disability."” (iib) In the event of a Repurchase Disability, the Company shall notify in writing the Management Stockholder Shareholder or Involuntary Transferee with respect to whom the Call Right, Right or the Involuntary Transfer or Put Repurchase Right has been exercised (a "DISABILITY NOTICE"“Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. The Company shall thereafter repurchase the Restricted Shares described in the Call Notice, Notice or Involuntary Transfer Repurchase Notice or Put Notice as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares while any Repurchase Disabilities continue to exist). In the event the Company suspends its obligations to repurchase the Restricted Shares pursuant to a Repurchase Disability, (Ai) the Company shall provide written notice to each applicable Management Stockholder Shareholder or Involuntary Transferee as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"“Reinstatement Notice”); (Bii) the Fair Market Value of the Restricted Shares subject to the Call Notice, Notice or Involuntary Transfer Repurchase Notice or Put Notice shall be determined as of the date the Reinstatement Notice is delivered to the Management Stockholder Shareholder or Involuntary Transferee, which Fair Market Value shall be used to determine the Repurchase Price or Involuntary Transfer Repurchase Price in the manner described above; and (Ciii) the repurchase shall occur on a date specified by the Company within ten (10) days following the determination of the Fair Market Value of the Restricted Shares to be repurchased as provided in subsection clause (Bii) above.

Repurchase Disability. (a) Notwithstanding anything to the contrary herein, (i) , except as otherwise provided by Section 5.3(c), the Company shall not be required or permitted to purchase any Restricted Shares Sunnova Securities held by any Management Stockholder Investor or Involuntary Transferee upon exercise of the Call Right, Right or the Involuntary Transfer or a Put Repurchase Right if the Board of Directors determines that: (Ai) the purchase of Restricted Shares Sunnova Securities would impair render the Company's Company or its subsidiaries' ability Subsidiaries unable to meet their obligations in the ordinary course of business taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the Company, including, without limitation, any proposed acquisition of any other entity by the Company or any of its subsidiariesSubsidiaries; (Bii) the Company is prohibited from purchasing the Restricted Shares Sunnova Securities by applicable law restricting the purchase by a corporation of its own shares; or (Ciii) the purchase of Restricted Shares Sunnova Securities would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of any loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party (the "FINANCING DOCUMENTS"“Financing Documents”) or the Company is not able to obtain the requisite consent of any of its senior lender lenders to the purchase of the Restricted SharesSunnova Securities. The events described in (Ai) through (Ciii) above each constitute a "REPURCHASE DISABILITY“Repurchase Disability."” (iib) In Except as otherwise provided by Section 5.3(c), in the event of a Repurchase Disability, the Company shall notify in writing the Management Stockholder Investor or Involuntary Transferee with respect to whom the Call Right, Right or the Involuntary Transfer or Put Repurchase Right has been exercised (a "DISABILITY NOTICE"“Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. The Company shall thereafter repurchase the Restricted Shares Sunnova Securities described in the Call Notice, Notice or Involuntary Transfer Repurchase Notice or Put Notice as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares Sunnova Securities while any Repurchase Disabilities continue to exist). In the event the Company suspends its obligations to repurchase the Restricted Shares Sunnova Securities pursuant to a Repurchase Disability, : (Ai) the Company shall provide written notice to each applicable Management Stockholder Investor or Involuntary Transferee as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"“Reinstatement Notice”); (Bii) the Fair Market Value of the Restricted Shares Sunnova Securities subject to the Call Notice, Notice or Involuntary Transfer Repurchase Notice or Put Notice shall be determined as of the date the Reinstatement Notice is delivered to the Management Stockholder Investor or Involuntary Transferee, which Fair Market Value shall be used to determine the Call Repurchase Price or Involuntary Transfer Repurchase Price in the manner described above; and (Ciii) the repurchase shall occur on a date specified by the Company within ten (10) days following the determination of the Fair Market Value of the Restricted Shares Sunnova Securities to be repurchased as provided in subsection clause (Bii) above. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. (c) Notwithstanding Section 5.3(a) and Section 5.3(b), in the event of a Repurchase Disability, then, in the sole discretion of the Board, the Company may purchase the Sunnova Securities subject to the Call Right or Involuntary Transfer Repurchase Right, as applicable, and, in lieu of cash consideration, issue a promissory note to such Management Investor in the amount of the Call Repurchase Price or Involuntary Transfer Purchase Price, as applicable, the terms of which promissory note shall be acceptable to the Company’s senior lenders and shall not result in a breach or violation of any of the Financing Documents. The promissory note shall (i) bear compound interest at the prime rate as published in the Wall Street Journal on the date such payment is due and owing from such date to the date such payment is made, (ii) have a term of no more than three (3) years and (iii) have such other reasonable terms and conditions as may be determined by the Company. All payments of interest accrued under the promissory note shall be paid only at the date of payment by the Company of the principal amount of such promissory note.

Repurchase Disability. (a) Notwithstanding anything to the contrary herein, (i) , except as otherwise provided by Section 6(c), the Company shall not be required or permitted to purchase any Restricted Shares Equity Securities held by any Management Stockholder Non-Apollo Holder or Involuntary Transferee upon exercise of the Call Right, Repurchase Right or the Involuntary Transfer or a Put Repurchase Right if the Board of Directors reasonably determines that: (Ai) the purchase of Restricted Shares Equity Securities would impair render the Company's Company or its subsidiaries' ability Subsidiaries unable to meet their obligations in the ordinary course of business at any time during the one year period commencing on the date such purchase of Equity Securities would otherwise be required taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the CompanyCompany and its Subsidiaries which are reasonably likely to be consummated or paid, as the case may be, within such one year period, including, without limitation, any proposed acquisition of any other entity by the Company or any of its subsidiariesSubsidiaries which is reasonably likely to be consummated within such one year period; (Bii) the Company is prohibited from purchasing the Restricted Shares Equity Securities by applicable law restricting the purchase by a corporation of its own shares; or (Ciii) the purchase of Restricted Shares Equity Securities would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of any loan agreement or other agreement or instrument representing indebtedness to which the Company or any of its subsidiaries Subsidiaries is a party (collectively, the "FINANCING DOCUMENTS"“Financing Documents”) or the Company or its applicable Subsidiaries is not able to obtain the requisite consent of any of its senior lender lenders to the purchase of the Restricted SharesEquity Securities. The events described in (Ai) through (Ciii) above each constitute a "REPURCHASE DISABILITY“Repurchase Disability."” (iib) In Except as otherwise provided by Section 6(c), in the event of a Repurchase Disability, the Company shall notify in writing the Management Stockholder Non-Apollo Holder or Involuntary Transferee with respect to whom the Call Right, Repurchase Right or the Involuntary Transfer or Put Repurchase Right has been exercised (a "DISABILITY NOTICE"“Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. The Company shall thereafter repurchase the Restricted Shares Equity Securities described in the Call Notice, Repurchase Notice or Involuntary Transfer Repurchase Notice or Put Notice as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares Equity Securities while any Repurchase Disabilities continue to exist); provided, however, that if some, but not all of the Equity Securities to be repurchased can be so repurchased without creating a Repurchase Disability, then the Company shall consummate such repurchase to the fullest extent it is able without causing a Repurchase Disability in accordance with the terms of this Agreement (without giving effect to this Section 6). In the event the Company suspends its obligations to repurchase the Restricted Shares Equity Securities pursuant to a Repurchase Disability, (Ai) the Company shall provide written notice to each applicable Management Stockholder Non-Apollo Holder or Involuntary Transferee as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"“Reinstatement Notice”); (Bii) the Fair Market Value fair market value of the Restricted Shares Equity Securities subject to the Call Notice, a Repurchase Notice or Involuntary Transfer Repurchase Notice or Put Notice shall be equal to the greater of the fair market value (as determined in accordance with Section 4(e)) of the Equity Securities as of the date of the date of the Repurchase Notice or the Involuntary Transfer Repurchase Notice, as the case may be, and the fair market value (as determined in accordance with Section 4(e)) determined as of the date the Reinstatement Notice is delivered to the Management Stockholder Non-Apollo Holder or Involuntary Transferee, which Fair Market Value fair market value shall be used to determine the Repurchase Price or Involuntary Transfer Repurchase Price in the manner described above; and (Ciii) the repurchase shall occur on a date specified by the Company within ten (10) 10 days following the determination of the Fair Market Value fair market value of the Restricted Shares Equity Securities to be repurchased as provided in subsection clause (Bii) above.

Repurchase Disability. (a) Notwithstanding anything to the contrary herein, (i) , except as otherwise provided by Section 5(c), the Company shall not be required or permitted to purchase any Restricted Shares held by any Management Stockholder or Involuntary Transferee upon exercise of the Call Right, the Put Right or the Involuntary Transfer or a Put Repurchase Right if the Board of Directors reasonably determines that: (Ai) the The purchase of Restricted Shares would impair render the Company's Company or its subsidiaries' ability subsidiaries unable to meet their obligations in the ordinary course of business at any time during the one year period commencing on the date such purchase of Restricted Shares would otherwise be required taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the CompanyCompany which are reasonably likely to be consummated or paid, as the case may be, within such one year period, including, without limitation, any proposed acquisition of any other entity by the Company or any of its subsidiariessubsidiaries which is reasonably likely to be consummated within such one year period; (Bii) the The Company is prohibited from purchasing the Restricted Shares by applicable law restricting the purchase by a corporation of its own shares; or (Ciii) the The purchase of Restricted Shares would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of any loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party, including without limitation (A) that certain Credit Agreement dated as of December 23, 2004 among the Company, Xxxxxxx Global Holdings, Inc., a Delaware corporation, the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent for the Lenders, UBS Loan Finance LLC, as syndication agent, Credit Suisse First Boston, acting through its Cayman Islands branch, as documentation agent, and X.X. Xxxxxx Securities Inc. and UBS Securities LLC, as joint lead arrangers and joint book managers and (B) that certain Indenture, dated as of December 23, 2004, among the "FINANCING DOCUMENTS"Company, the Guarantors named therein and Xxxxx Fargo Bank, National Association, as trustee (collectively, the “Financing Documents”) or the Company is not able to obtain the requisite consent of any of its senior lender lenders to the purchase of the Restricted Shares. The events described in (Ai) through (Ciii) above each constitute a "REPURCHASE DISABILITY“Repurchase Disability."” (iib) In Except as otherwise provided by Section 5(c), in the event of a Repurchase Disability, the Company shall notify in writing the Management Stockholder or Involuntary Transferee who exercised the Put Right or with respect to whom the Call Right, Right or the Involuntary Transfer or Put Repurchase Right has been exercised (a "DISABILITY NOTICE"“Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. The Company shall thereafter repurchase the Restricted Shares described in the Call Notice, Notice or Involuntary Transfer Repurchase Notice or Put Notice as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares while any Repurchase Disabilities continue to exist); provided, further that if some, but not all of the Restricted Shares to be repurchased, can be so repurchased without creating a Repurchase Disability, then the Company shall consummate such repurchase to the fullest extent it is able without causing a Repurchase Disability in accordance with the terms of this Agreement (without giving effect to this Section 5). In the event the Company suspends its obligations to repurchase the Restricted Shares pursuant to a Repurchase Disability, (Ai) the Company shall provide written notice to each applicable Management Stockholder or Involuntary Transferee as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"“Reinstatement Notice”); (Bii) the Fair Market Value of the Restricted Shares subject to the Call Notice, the Put Notice or Involuntary Transfer Repurchase Notice or Put Notice shall be equal to the greater of the Fair Market Value of the Restricted Securities as of the date of the date of the Put Notice, the Call Notice or the Involuntary Transfer Repurchase Notice, as the case may be, and the Fair Market Value determined as of the date the Reinstatement Notice is delivered to the Management Stockholder or Involuntary Transferee, which Fair Market Value shall be used to determine the Repurchase Price or Involuntary Transfer Repurchase Price in the manner described above; and (Ciii) the repurchase shall occur on a date specified by the Company within ten (10) 10 days following the determination of the Fair Market Value of the Restricted Shares to be repurchased as provided in subsection clause (Bii) above. (c) Notwithstanding Section 5(a) and Section 5(b), in the event of a Repurchase Disability, the Company may, in the sole discretion of the Board and to the extent permitted by law, purchase the Restricted Shares subject to the Call Right, Put Right or Involuntary Transfer Repurchase Right, as applicable, and, in lieu of cash consideration, issue a promissory note to such Management Stockholder in the amount of the Call Repurchase Price, Put Repurchase Price or Involuntary Transfer Purchase Price, as applicable, the terms of which promissory note shall be acceptable to the Company’s senior lenders and shall not result in a breach or violation of any of the Financing Documents. The promissory note shall (i) bear simple interest at the prime rate as published in the Wall Street Journal on the date such payment is due and owing from such date to the date such payment is made and (ii) have such other reasonable terms and conditions as may be determined by the Company. All payments of interest accrued under the promissory note shall be paid only at the date of payment by the Company of the principal amount of such promissory note.

Repurchase Disability. (ai) Notwithstanding anything to the contrary herein, (i) , except as otherwise provided by Section 6(e)(iii), the Company shall not be required or permitted to purchase any Restricted Shares held by any Management Stockholder or Involuntary Transferee Holder upon exercise of the Company Call Right, Involuntary Transfer or a Put Right if the Board of Directors determines that: that (A) the purchase of Restricted Shares would impair render the Company's Company or its subsidiaries' ability Subsidiaries unable to meet their obligations in the ordinary course of business taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the CompanyCompany and its Subsidiaries, including, without limitation, any proposed acquisition of any other entity by the Company or any of its subsidiaries; Subsidiaries; (B) the Company is prohibited from purchasing the Restricted Shares by applicable law restricting the purchase by a corporation of its own shares; or or (C) the purchase of Restricted Shares would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of any loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party (the "FINANCING DOCUMENTS"“Financing Documents”) or the Company is not able to obtain the requisite consent of any of its senior lender lenders to the purchase of the Restricted Shares. The events described in (A) through (C) above each constitute a "REPURCHASE DISABILITY“Repurchase Disability."” (ii) In Except as otherwise provided by Section 6(e)(iii), in the event of a Repurchase Disability, the Company shall notify in writing the Management Stockholder or Involuntary Transferee Holder with respect to whom the Company Call Right, Involuntary Transfer or Put Right has been exercised (a "DISABILITY NOTICE"“Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. The Company shall thereafter repurchase the Restricted Shares described in the Call Notice, Involuntary Transfer Repurchase Notice or Put Notice as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares while any Repurchase Disabilities continue to exist). In the event the Company suspends its obligations to repurchase the Restricted Shares pursuant to a Repurchase Disability, : (A) the Company shall provide written notice to each applicable Management Stockholder or Involuntary Transferee Holder as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"“Reinstatement Notice”); (B) the Fair Market Value of the Restricted Shares subject to the Call Notice, Involuntary Transfer Repurchase Notice or Put Notice shall be determined as of the date the Reinstatement Notice is delivered to the Management Stockholder or Involuntary TransfereeHolder, which Fair Market Value shall be used to determine the Repurchase Price or Involuntary Transfer Repurchase Purchase Price in the manner described above; and (C) the repurchase shall occur on a date specified by the Company within ten (10) days following the determination of the Fair Market Value of the Restricted Shares to be repurchased as provided in subsection clause (B) above. (iii) Notwithstanding Sections 6(e)(i) and 6(e)(ii), in the event of a Repurchase Disability, then, in the sole discretion of the Board, the Company may purchase the Shares subject to the Company Call Right and, in lieu of cash consideration, issue a promissory note to such Management Holder in the amount of the Purchase Price, the terms of which promissory note shall be acceptable to the Company’s senior lenders and shall not result in a breach or violation of any of the Financing Documents. The promissory note shall (A) bear simple interest at the prime rate as published in The Wall Street Journal on the date such payment is due and owing from such date to the date such payment is made and (B) have such other reasonable terms and conditions as may be determined by the Company. All payments of interest accrued under the promissory note shall be paid only at the date of payment by the Company of the principal amount of such promissory note.

Repurchase Disability. (a) Notwithstanding anything to the contrary herein, (i) , except as otherwise provided by Section 5(c), the Company shall not be required or permitted to purchase any Restricted Shares Securities held by any Management Stockholder or Involuntary Transferee upon exercise of the Call Right, Right or the Involuntary Transfer or a Put Repurchase Right if the Board of Directors reasonably determines that: (Ai) the The purchase of Restricted Shares Securities would impair render the Company's Company or its subsidiaries' ability subsidiaries unable to meet their obligations in the ordinary course of business at any time during the one year period commencing on the date such purchase of Securities would otherwise be required taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the CompanyCompany which are reasonably likely to be consummated or paid, as the case may be, within such one year period, including, without limitation, any proposed acquisition of any other entity by the Company or any of its subsidiariessubsidiaries which is reasonably likely to be consummated within such one year period; (Bii) the The Company is prohibited from purchasing the Restricted Shares Securities by applicable law restricting the purchase by a corporation of its own shares; or (Ciii) the The purchase of Restricted Shares Securities would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of any loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party party, including without limitation the Note Purchase Agreement dated as of February 13, 2008 among Chill Acquisition, Inc. and certain purchasers named therein (the "FINANCING DOCUMENTS"“Note Purchasers”), the Indenture dated as of February 13, 2008 between the Issuer and Xxxxx Fargo Bank, National Association, the Notes issued under the Indenture to the Note Purchasers pursuant to the Note Purchase Agreement, the Exchange and Registration Rights Agreement dated as of February 13, 2008 among Chill Acquisition, Inc. and each Note Purchaser, the Revolving Credit Agreement dated on or about February 13, 2008 among Chill Intermediate Holdings, Inc. (“Chill Intermediate”), Chill Acquisition, Inc. , General Electric Capital Corporation, as Administrative Agent and Collateral Agent (“GE”), the institutions from time to time party thereto as lenders (the “Lenders”) and the other parties thereto, and the Term Loan Credit Agreement dated on or about February 13, 2008 among Chill Intermediate, Chill Acquisition, Inc., GE, the Lenders and the other parties thereto, and all other documents, instruments and agreements made or delivered in connection therewith (collectively, the “Financing Documents”) or the Company is not able to obtain the requisite consent of any of its senior lender lenders to the purchase of the Restricted SharesSecurities. The events described in (Ai) through (Ciii) above each constitute a "REPURCHASE DISABILITY“Repurchase Disability."” (iib) In Except as otherwise provided by Section 5(c), in the event of a Repurchase Disability, the Company shall notify in writing the Management Stockholder or Involuntary Transferee with respect to whom the Call Right, Right or the Involuntary Transfer or Put Repurchase Right has been exercised (a "DISABILITY NOTICE"“Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. The Company shall thereafter repurchase the Restricted Shares Securities described in the Call Notice, Notice or Involuntary Transfer Repurchase Notice or Put Notice as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares Securities while any Repurchase Disabilities continue to exist); provided, further that if some, but not all of the Securities to be repurchased, can be so repurchased without creating a Repurchase Disability, then the Company shall consummate such repurchase to the fullest extent it is able without causing a Repurchase Disability in accordance with the terms of this Agreement (without giving effect to this Section 5). In the event the Company suspends its obligations to repurchase the Restricted Shares Securities pursuant to a Repurchase Disability, (Ai) the Company shall provide written notice to each applicable Management Stockholder or Involuntary Transferee as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"“Reinstatement Notice”); (Bii) the Fair Market Value of the Restricted Shares Securities subject to the Call Notice, Notice or Involuntary Transfer Repurchase Notice or Put Notice shall be equal to the greater of the Fair Market Value of the Restricted Securities as of the date of the Call Notice or the Involuntary Transfer Repurchase Notice, as the case may be, and the Fair Market Value determined as of the date the Reinstatement Notice is delivered to the Management Stockholder or Involuntary Transferee, which Fair Market Value shall be used to determine the Repurchase Price or Involuntary Transfer Repurchase Price in the manner described above; and (Ciii) the repurchase shall occur on a date specified by the Company within ten (10) days following the determination of the Fair Market Value of the Restricted Shares Securities to be repurchased as provided in subsection clause (Bii) above. (c) Notwithstanding Section 5(a) and Section 5(b), in the event of a Repurchase Disability, the Company may, in the sole discretion of the Board and to the extent permitted by law, purchase the Securities subject to the Call Right or Involuntary Transfer Repurchase Right, as applicable, and, in lieu of payment of cash consideration or suspending its purchase obligation, issue a promissory note to such Management Stockholder in the amount of the Call Repurchase Price or Involuntary Transfer Purchase Price, as applicable, the terms of which promissory note shall be acceptable to the Company’s senior lenders and shall not result in a breach or violation of any of the Financing Documents. The promissory note shall (i) bear interest at the market rate of interest for a note of comparable credit and duration as applicable from time to time, which market rate shall be no less than the prime rate of interest publicly announced by Barclays Bank PLC from time to time (the “Market Rate”) and (ii) have such other reasonable terms and conditions as may be determined by the Company which shall include mandatory prepayment within a reasonable period of time after, but only to the extent that, the terms and conditions of the agreements governing the Company’s and its Subsidiaries’ indebtedness for money borrowed subsequently would permit such prepayment to occur. All payments of interest accrued under the promissory note shall be paid only at the date of payment by the Company of the principal amount of such promissory note.

Repurchase Disability. (a) Notwithstanding anything to the contrary herein, (i) , except as otherwise provided by Section 4.3(b), the Company shall not be required or permitted to purchase any Restricted Repurchased Shares or Involuntary Transfer Shares held by any Management Stockholder Non-Apollo Holder or Involuntary Transferee Transferee, respectively, upon exercise of the Call Right, Repurchase Right or the Involuntary Transfer or Repurchase Right (a Put Right “Repurchase Disability”), if the Board of Directors Board, in its good faith judgment, reasonably determines that: (A1) such purchase would render the purchase of Restricted Shares would impair the Company's Company or its subsidiaries' ability Subsidiaries unable to meet their obligations in the ordinary course of business at any time during the one (1) year period commencing on the date on which such purchase would be required, taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the CompanyCompany or any of its Subsidiaries which are reasonably likely to be consummated or paid, includingas the case may be, without limitationwithin such one (1) year period, including any corporate reorganization or proposed acquisition of any other entity Person by the Company or any of its subsidiariesSubsidiaries which is reasonably likely to be consummated within such one (1) year period; (B2) the Company is prohibited from purchasing the Restricted Shares such purchase by applicable law restricting the purchase by a corporation of its own shares; or (C3) the such purchase would (with or without notice or lapse of Restricted Shares would time) constitute a breach of, default, default or event of default under, or is otherwise prohibited by, the terms of any loan agreement or other agreement or instrument representing indebtedness to which the Company or any of its subsidiaries Subsidiaries is a party (the "FINANCING DOCUMENTS") party, or the Company or its applicable Subsidiaries is not able to obtain the requisite consent of any of its senior lender to the purchase of the Restricted Shares. The events described in (A) through (C) above each constitute a "REPURCHASE DISABILITYlenders for such purchase." (iib) In the event of a Repurchase Disability, the Company shall notify in writing furnish written notification specifying the Management Stockholder nature of the Repurchase Disability to the Non-Apollo Holder or Involuntary Transferee with respect to whom the Call Right, Repurchase Right or the Involuntary Transfer or Put Repurchase Right has been exercised (a "DISABILITY NOTICE"“Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. The Company shall thereafter repurchase the Restricted Repurchased Shares described in the Call Notice, or Involuntary Transfer Repurchase Notice or Put Notice Shares (as the case may be) as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Repurchased Shares or the Involuntary Transfer Shares, as the case may be, while any Repurchase Disabilities continue to exist). In ; provided, however, that if some, but not all of the event Repurchased Shares or Involuntary Transfer Shares can be so repurchased without creating a Repurchase Disability, then the Company suspends shall consummate such repurchase to the fullest extent it is able without causing a Repurchase Disability in accordance with the terms of this Agreement (without giving effect to this Section 4.3) and applicable law. If the Company has suspended its obligations to repurchase the Restricted Repurchased Shares pursuant or Involuntary Transfer Shares (as the case may be) until its Repurchase Disability has ceased to a Repurchase Disability, exist then: (Ai) the Company shall provide written notice to each applicable Management Stockholder Non-Apollo Holder or Involuntary Transferee as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"“Reinstatement Notice”); , (Bii) the Fair Market Value fair market value of the Restricted Repurchased Shares subject or Involuntary Transfer Shares shall be equal to the Call Notice, Involuntary Transfer Repurchase Notice or Put Notice shall be greater of their fair market value (as determined in accordance with Section 4.1(e)) as of the date the Reinstatement Notice is delivered to the Management Stockholder or Involuntary Transferee, which Fair Market Value shall be used to determine of the Repurchase Price Notice or the Involuntary Transfer Repurchase Price Notice, as the case may be, and the fair market value (as determined in accordance with Section 4.1(e)) calculated as of the manner described above; date of the Reinstatement Notice, and (Ciii) the such repurchase shall occur on a date specified by the Company within ten (10) days following the determination of the Fair Market Value fair market value of the Restricted Repurchased Shares to be repurchased or Involuntary Transfer Shares as provided in subsection clause (Bii) above.

Repurchase Disability. (ai) Notwithstanding anything to the contrary herein, (i) , except as otherwise provided by Section 10.15(f)(iii), the Company shall not be required or permitted to purchase any Restricted Shares Membership Interests held by any Management Stockholder or Involuntary Transferee CSM upon exercise of the Call Right, Involuntary Transfer or a Put Company Repurchase Right if the Board of Directors determines that: : (A) the purchase of Restricted Shares such Membership Interests would impair render the Company's Company or its subsidiaries' ability Subsidiaries unable to meet their obligations Obligations in the ordinary course of business taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the Company, including, without limitation, including any proposed acquisition of any other entity by the Company or any of its subsidiaries; Subsidiaries, (B) the Company is prohibited from purchasing the Restricted Shares Membership Interests by applicable law restricting the purchase by a corporation of its own shares; or equity securities, or (C) the purchase of Restricted Shares Membership Interests would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of any loan agreement or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party (the "FINANCING DOCUMENTS") or the Company is not able to obtain the consent of its senior lender to the purchase of the Restricted Shares“Financing Documents”). The events described in (A) through (C) above each constitute a "REPURCHASE DISABILITY“Repurchase Disability."” (ii) In Except as otherwise provided in Section 10.15(f)(iii), in the event of a Repurchase Disability, the Company shall notify CSM in writing the Management Stockholder or Involuntary Transferee with respect to whom the Call Right(such notice, Involuntary Transfer or Put Right has been exercised (a "DISABILITY NOTICE"“Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. The Company shall thereafter repurchase the Restricted Shares Membership Interests described in the Call Notice, Involuntary Transfer Repurchase Notice or Put Disability Notice as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares while any Repurchase Disabilities continue to exist). In the event If the Company suspends its obligations to repurchase the Restricted Shares such Membership Interests pursuant to a Repurchase Disability, (A) the Company shall provide written notice to each applicable Management Stockholder or Involuntary Transferee CSM as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"“Reinstatement Notice”); (B) the Fair Market Value Value, if applicable, of the Restricted Shares subject to the Call Notice, Involuntary Transfer Repurchase Notice or Put Notice such Membership Interests shall be determined as of the date the Reinstatement Notice is delivered to the Management Stockholder or Involuntary Transferee, which Fair Market Value shall be used to determine the Repurchase Price or Involuntary Transfer Repurchase Price in the manner described aboveCSM; and (C) the repurchase shall occur on a date specified by the Company within ten (10) twenty days following the determination of the Fair Market Value of the Restricted Shares to be repurchased as provided in subsection (B) above.later of

Repurchase Disability. (a) Notwithstanding anything to the contrary herein, (i) , except as otherwise provided by Section 6(c), the Company shall not be required or permitted to purchase any Restricted Shares Securities held by any Management Stockholder or Involuntary Transferee upon exercise of the Call Right, the Put Right or the Involuntary Transfer or a Put Repurchase Right if the Board of Directors reasonably determines that: (Ai) the The purchase of Restricted Shares Securities would impair render the Company's Company or its subsidiaries' ability subsidiaries unable to meet their obligations in the ordinary course of business at any time during the one year period commencing on the date such purchase of Securities would otherwise be required taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the CompanyCompany which are reasonably likely to be consummated or paid, as the case may be, within such one year period, including, without limitation, any proposed acquisition of any other entity by the Company or any of its subsidiariessubsidiaries which is reasonably likely to be consummated within such one year period; (Bii) the The Company is prohibited from purchasing the Restricted Shares Securities by applicable law restricting the purchase by a corporation of its own shares; or (Ciii) the The purchase of Restricted Shares Securities would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of any loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party party, including without limitation the Note Purchase Agreement dated as of February 13, 2008 among Merger Sub and certain purchasers named therein (the "FINANCING DOCUMENTS"“Note Purchasers”), the Indenture dated as of February 13, 2008 between the Issuer and Xxxxx Fargo Bank, National Association, the Notes issued under the Indenture to the Note Purchasers pursuant to the Note Purchase Agreement, the Exchange and Registration Rights Agreement dated as of February 13, 2008 among Merger Sub and each Note Purchaser, the Revolving Credit Agreement dated on or about February 13, 2008 among Chill Intermediate Holdings, Inc. (“Chill Intermediate”), Merger Sub, General Electric Capital Corporation, as Administrative Agent and Collateral Agent (“GE”), the institutions from time to time party thereto as lenders (the “Lenders”) and the other parties thereto, and the Term Loan Credit Agreement dated on or about February 13, 2008 among Chill Intermediate, Merger Sub, GE, the Lenders and the other parties thereto, and all other documents, instruments and agreements made or delivered in connection therewith (collectively, the “Financing Documents”) or the Company is not able to obtain the requisite consent of any of its senior lender lenders to the purchase of the Restricted SharesSecurities. The events described in (Ai) through (Ciii) above each constitute a "REPURCHASE DISABILITY“Repurchase Disability."” (iib) In Except as otherwise provided by Section 6(c), in the event of a Repurchase Disability, the Company shall notify in writing the Management Stockholder or Involuntary Transferee who exercised the Put Right or with respect to whom the Call Right, Right or the Involuntary Transfer or Put Repurchase Right has been exercised (a "DISABILITY NOTICE"“Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. The Company shall thereafter repurchase the Restricted Shares Securities described in the Call Notice, Notice or Involuntary Transfer Repurchase Notice or Put Notice as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares Securities while any Repurchase Disabilities continue to exist); provided, further that if some, but not all of the Securities to be repurchased, can be so repurchased without creating a Repurchase Disability, then the Company shall consummate such repurchase to the fullest extent it is able without causing a Repurchase Disability in accordance with the terms of this Agreement (without giving effect to this Section 6). In the event the Company suspends its obligations to repurchase the Restricted Shares Securities pursuant to a Repurchase Disability, (Ai) the Company shall provide written notice to each applicable Management Stockholder or Involuntary Transferee as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"“Reinstatement Notice”); (Bii) the Fair Market Value of the Restricted Shares Securities subject to the Call Notice, the Put Notice or Involuntary Transfer Repurchase Notice or Put Notice shall be equal to the greater of the Fair Market Value of the Restricted Securities as of the date of the Put Notice, the Call Notice or the Involuntary Transfer Repurchase Notice, as the case may be, and the Fair Market Value determined as of the date the Reinstatement Notice is delivered to the Management Stockholder or Involuntary Transferee, which Fair Market Value shall be used to determine the Repurchase Price or Involuntary Transfer Repurchase Price in the manner described above; and (Ciii) the repurchase shall occur on a date specified by the Company within ten (10) days following the determination of the Fair Market Value of the Restricted Shares Securities to be repurchased as provided in subsection clause (Bii) above. (c) Notwithstanding Section 6(a) and Section 6(b), in the event of a Repurchase Disability, the Company may, in the sole discretion of the Board and to the extent permitted by law, purchase the Securities subject to the Call Right, Put Right or Involuntary Transfer Repurchase Right, as applicable, and, in lieu of payment of cash consideration or suspending its purchase obligation, issue a promissory note to such Management Stockholder in the amount of the Call Repurchase Price, Put Repurchase Price or Involuntary Transfer Purchase Price, as applicable, the terms of which promissory note shall be acceptable to the Company’s senior lenders and shall not result in a breach or violation of any of the Financing Documents. The promissory note shall (i) bear interest at the market rate of interest for a note of comparable credit and duration as applicable from time to time, which market rate shall be no less than the prime rate of interest publicly announced by Barclays Bank PLC from time to time (the “Market Rate”) and (ii) have such other reasonable terms and conditions as may be determined by the Company which shall include mandatory prepayment within a reasonable period of time after, but only to the extent that, the terms and conditions of the agreements governing the Company’s and its Subsidiaries’ indebtedness for money borrowed subsequently would permit such prepayment to occur. All payments of interest accrued under the promissory note shall be paid only at the date of payment by the Company of the principal amount of such promissory note.

Repurchase Disability. (a) Notwithstanding anything to the contrary herein, (i) , the Company shall not be required or permitted to purchase any Restricted Shares held by any Management Stockholder or Involuntary Transferee Executive Stock upon exercise of the Call Right, Involuntary Transfer or a Put Right Repurchase Option if the Board of Directors determines that: (Ai) Such purchase would render the purchase of Restricted Shares would impair the Company's Company or its subsidiaries' ability Subsidiaries unable to meet their obligations in the ordinary course of business taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the Company, including, without limitation, any proposed acquisition of any other entity by the Company or any of its subsidiariesSubsidiaries; (Bii) the The Company is prohibited from purchasing the Restricted Shares Executive Stock by applicable law restricting the purchase by a corporation of its own shares; or (Ciii) the The purchase of Restricted Shares Executive Stock would constitute a breach of, default, or event of default under, or is otherwise prohibited or limited by, the terms of any loan agreement agreement, indenture, or other agreement or instrument to which the Company or any of its subsidiaries Subsidiaries is a party (the "FINANCING DOCUMENTS"“Financing Documents”) or the Company is not able to obtain the requisite consent of any of its senior lender lenders to the purchase of the Restricted SharesExecutive Stock. The events described in (Ai) through (Ciii) above each constitute a "REPURCHASE DISABILITY“Repurchase Disability."” (iib) In the event of a Repurchase Disability, the Company shall notify the Executive (or his Representative or heirs) in writing the Management Stockholder or Involuntary Transferee with respect to whom the Call Right, Involuntary Transfer or Put Right has been exercised (a "DISABILITY NOTICE"“Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. The Company shall thereafter repurchase the Restricted Shares described in the Call Notice, Involuntary Transfer Repurchase Notice or Put Notice Executive Stock as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares Executive Stock while any Repurchase Disabilities continue to exist). In the event the Company suspends its obligations to repurchase the Restricted Shares Executive Stock pursuant to a Repurchase Disability, (A) the Company shall provide written notice to each applicable Management Stockholder the Executive (or Involuntary Transferee his Representative or heirs) as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"“Reinstatement Notice”); (B) the Fair Market Value of the Restricted Shares subject to the Call Notice, Involuntary Transfer Repurchase Notice or Put Notice Executive Stock shall be determined as of the date the Reinstatement Notice is delivered to the Management Stockholder or Involuntary Transferee, which Fair Market Value shall be used to determine the Repurchase Price or Involuntary Transfer Repurchase Price in the manner described abovedelivered; and (C) the repurchase shall occur on a date specified by the Company within ten (10) 10 days following the determination delivery of the Fair Market Value of the Restricted Shares to be repurchased as provided in subsection (B) aboveReinstatement Notice.

Repurchase Disability. (a) Notwithstanding anything to the contrary herein, (i) , except as otherwise provided by Section 10.7(c), the Company shall not be required or permitted to purchase any Restricted Shares Units held by any Management Stockholder or Involuntary Transferee upon exercise of the Call Right, Involuntary Transfer or a Put Repurchase Right if the Board of Directors determines that: (Ai) the purchase of Restricted Shares Units would impair render the Company's Company or its subsidiaries' ability Subsidiaries unable to meet their obligations in the ordinary course of business taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the Company, including, without limitation, any proposed acquisition of any other entity by the Company or any of its subsidiariesSubsidiaries; (Bii) the Company is prohibited from purchasing the Restricted Shares Units by applicable law restricting the purchase by a corporation company of its own sharesinterests; or (Ciii) the purchase of Restricted Shares Units would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of any loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party (the "FINANCING DOCUMENTS") Financing Documents or the Company is not able to obtain the requisite consent of any of its senior lender lenders to the purchase of the Restricted SharesUnits. The events described in (Ai) through (Ciii) above each constitute a "REPURCHASE DISABILITY“Repurchase Disability”." (iib) In Except as otherwise provided by Section 10.7(c), in the event of a Repurchase Disability, the Company shall notify in writing the Management Stockholder or Involuntary Transferee with respect to whom the Call Right, Involuntary Transfer or Put Repurchase Right has been exercised (a "DISABILITY NOTICE"“Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. The Company shall thereafter repurchase the Restricted Shares Units described in the Call Notice, Involuntary Transfer Repurchase Notice or Put Notice as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares Units while any Repurchase Disabilities continue to exist). In the event the Company suspends its obligations to repurchase the Restricted Shares Units pursuant to a Repurchase Disability, (Ai) the Company shall provide written notice to each applicable Management Stockholder or Involuntary Transferee as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"“Reinstatement Notice”); (Bii) the Fair Market Value of the Restricted Shares Units subject to the Call Notice, Involuntary Transfer Repurchase Notice or Put Notice shall be determined as of the date the Reinstatement Notice is delivered to the Management Stockholder or Involuntary Transferee, which Fair Market Value shall be used to determine the Repurchase Price or Involuntary Transfer Repurchase Price in the manner described above; and (Ciii) the repurchase shall occur on a date specified by the Company within ten (10) days following the determination of the Fair Market Value of the Restricted Shares Units subject to the Involuntary Transfer Repurchase Notice to be repurchased as provided in subsection clause (Bii) above. (c) Notwithstanding Sections 10.7(a) and (b), in the event of a Repurchase Disability, then, by unanimous vote of the Board (excluding any Manager or Managers designated by the Member whose Units are subject to the Involuntary Transfer Repurchase Right), the Company may purchase the Units subject to the Involuntary Transfer Repurchase Right and, in lieu of cash consideration, issue a promissory note to such Involuntary Transferee in the amount of the Involuntary Transfer Purchase Price; provided, however, that the terms of such promissory note shall be acceptable to the Company’s senior lenders and shall not result in a breach or violation of any of the Financing Documents. The promissory note shall (i) bear simple interest at the prime rate as published in the Wall Street Journal on the date such payment is due and owing from such date to the date such payment is made and (ii) have such other reasonable terms and conditions as may be determined by the Company. All payments of interest accrued under the promissory note shall be paid only at the date of payment by the Company of the principal amount of such promissory note.

Repurchase Disability. (a) Notwithstanding anything to the contrary herein, (i) in Section 5 or Section 6, the Company shall not be required or permitted to purchase any Restricted Shares Equity Securities held by any Management Stockholder Other Shareholder or Involuntary Transferee upon exercise of the Call Right, Repurchase Right or the Involuntary Transfer or a Put Repurchase Right if the Board of Directors reasonably determines that: (A) the purchase of Restricted Shares would impair the Company's or its subsidiaries' ability to meet their obligations in the ordinary course of business taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the Company, including, without limitation, any proposed acquisition of any other entity by the Company or any of its subsidiaries; (Bi) the Company is prohibited from purchasing the Restricted Shares Equity Securities by applicable law restricting the purchase by a corporation of its own sharesApplicable Law; or (Cii) the purchase of Restricted Shares Equity Securities would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of any loan agreement or other agreement or instrument representing indebtedness to which the Company or any of its subsidiaries Subsidiaries is a party (the "FINANCING DOCUMENTS") or the Company or its applicable Subsidiaries is not able to obtain the requisite consent of any of its senior lender lenders to the purchase of the Restricted SharesEquity Securities. The events described in (Ai) through and (Cii) above each constitute a "REPURCHASE DISABILITY“Repurchase Disability”." (iib) In the event of a Repurchase Disability, the Company shall so notify in writing the Management Stockholder Other Shareholders or Involuntary Transferee with respect to whom the Call Right, Repurchase Right or the Involuntary Transfer or Put Repurchase Right has been exercised (a "DISABILITY NOTICE"“Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. The Shareholders of the Company (other than any Involuntary Transferee) shall thereafter have the right to cause the Company to (in the case of an Involuntary Transfer), and the Company or the Investor and SCL, as the case may be, shall have the right to (in the case of a Repurchase Event), repurchase the Restricted Shares Equity Securities described in the Call Notice, Repurchase Notice or Involuntary Transfer Repurchase Notice at any time during the one-year period following the Repurchase Event or Put Notice Involuntary Transfer, as soon as reasonably practicable after all Repurchase Disabilities cease to exist the case may be (or a nominee of the Company or the Investor and SCL, as the case may electbe, may exercise such right); provided, however, that if some, but not all of the Equity Securities to be repurchased can be so repurchased without creating a Repurchase Disability, then the foregoing provisions of this Section 7 shall have no obligation, not apply to cause its nominee to repurchase any portion of the Restricted Shares while any Equity Securities that can be so repurchased without creating a Repurchase Disabilities continue to exist)Disability. In the event the Company suspends its obligations to repurchase the Restricted Shares pursuant to of a Repurchase Disability, (Ai) the Company shall provide written notice to each applicable Management Stockholder Other Shareholder or Involuntary Transferee as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"“Reinstatement Notice”); (Bii) the Fair Market Value fair market value of the Restricted Shares Equity Securities subject to the Call Notice, a Repurchase Notice or Involuntary Transfer Repurchase Notice or Put Notice shall be equal to the greater of the fair market value (as determined in accordance with Section 5(d)) of the Equity Securities as of the date of the Repurchase Notice or the Involuntary Transfer Repurchase Notice, as the case may be, and the fair market value (as determined in accordance with Section 5(d)) determined as of the date the Reinstatement Notice is delivered to the Management Stockholder Other Shareholder or Involuntary Transferee, which Fair Market Value fair market value shall be used to determine the Repurchase Price or Involuntary Transfer Repurchase Price in the manner described above; and (Ciii) the repurchase shall occur on a date specified by the Company within ten (10) 10 days following the determination of the Fair Market Value fair market value of the Restricted Shares Equity Securities to be repurchased as provided in subsection clause (Bii) above.

Repurchase Disability. (a) Notwithstanding anything to the contrary herein, (i) the Company shall not be required or permitted to purchase any Restricted Shares held by any Management Stockholder or Involuntary Transferee upon exercise of the Call Right, Involuntary Transfer or a Put Right if the Board of Directors determines that: (A) the purchase of Restricted Shares would impair the Company's or its subsidiaries' ability to meet their obligations in the ordinary course of business taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the Company, including, without limitation, any proposed acquisition of any other entity by the Company or any of its subsidiaries; (B) the Company is prohibited from purchasing the Restricted Shares by applicable law restricting the purchase by a corporation of its own shares; or (C) the purchase of Restricted Shares would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of any loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party (the "FINANCING DOCUMENTS") or the Company is not able to obtain the consent of its senior lender to the purchase of the Restricted Shares. The events described in (A) through (C) above each constitute a "REPURCHASE DISABILITYDisability." (ii) In the event of a Repurchase Disability, the Company shall notify in writing the Management Stockholder or Involuntary Transferee with respect to whom the Call Right, Involuntary Transfer or Put Right has been exercised (a "DISABILITY NOTICE"). The Disability Notice shall specify the nature of the Repurchase Disability. The Company shall thereafter repurchase the Restricted Shares described in the Call Notice, Involuntary Transfer Repurchase Notice or Put Notice as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares while any Repurchase Disabilities continue to exist). In the event the Company suspends its obligations to repurchase the Restricted Shares pursuant to a Repurchase Disability, (A) the Company shall provide written notice to each applicable Management Stockholder or Involuntary Transferee as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"); (B) the Fair Market Value of the Restricted Shares subject to the Call Notice, Involuntary Transfer Repurchase Notice or Put Notice shall be determined as of the date the Reinstatement Notice is delivered to the Management Stockholder or Involuntary Transferee, which Fair Market Value shall be used to determine the Repurchase Price or Involuntary Transfer Repurchase Price in the manner described above; and (C) the repurchase shall occur on a date specified by the Company within ten (10) days following the determination of the Fair Market Value of the Restricted Shares to be repurchased as provided in subsection (B) above.

Repurchase Disability. (a) Notwithstanding anything to the contrary herein, (i) , except as otherwise provided by Section 7(c), the Company shall not be required or permitted to purchase any Restricted Shares Equity Securities held by any Management Stockholder Cypress Holder or Involuntary Transferee upon exercise of the Call Repurchase Right, the Involuntary Transfer Repurchase Right or a the Put Right (as applicable) if the Board of Directors reasonably determines that: (Ai) the purchase of Restricted Shares Equity Securities would impair render the Company's Company or its subsidiaries' ability Subsidiaries unable to meet their obligations in the ordinary course of business at any time during the one year period commencing on the date such purchase of Equity Securities would otherwise be required taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the CompanyCompany and its Subsidiaries which are reasonably likely to be consummated or paid, as the case may be, within such one year period, including, without limitation, any proposed acquisition of any other entity by the Company or any of its subsidiariesSubsidiaries which is reasonably likely to be consummated within such one year period; (Bii) the Company is prohibited from purchasing the Restricted Shares Equity Securities by applicable law restricting the purchase by a corporation of its own shares; or (Ciii) the purchase of Restricted Shares Equity Securities would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of any loan agreement or other agreement or instrument representing indebtedness to which the Company or any of its subsidiaries Subsidiaries is a party (collectively, the "FINANCING DOCUMENTS"“Financing Documents”) or the Company or its applicable Subsidiaries is not able to obtain the requisite consent of any of its senior lender lenders to the purchase of the Restricted SharesEquity Securities. The events described in (Ai) through (Ciii) above each constitute a "REPURCHASE DISABILITY“Repurchase Disability."” (iib) In Except as otherwise provided by Section 7(c), in the event of a Repurchase Disability, the Company shall notify in writing the Management Stockholder Cypress Holder or the Involuntary Transferee with respect to whom the Call Right, Involuntary Transfer or Put Repurchase Right has been exercised (a "DISABILITY NOTICE"“Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. The Company shall thereafter repurchase the Restricted Shares Equity Securities described in the Call Repurchase Notice, Involuntary Transfer Repurchase Notice or Put Notice Notice, as applicable, as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares Equity Securities while any Repurchase Disabilities continue to exist); provided, however, that if some, but not all of the Equity Securities to be repurchased can be so repurchased without creating a Repurchase Disability, then the Company shall consummate such repurchase to the fullest extent it is able without causing a Repurchase Disability in accordance with the terms of this Agreement (without giving effect to this Section 7). In the event the Company suspends its obligations to repurchase the Restricted Shares Equity Securities pursuant to a Repurchase Disability, (Ai) the Company shall provide written notice to each applicable Management Stockholder the Cypress Holder or Involuntary Transferee Transferee, as applicable, as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"“Reinstatement Notice”); (Bii) the Fair Market Value fair market value of the Restricted Shares Equity Securities subject to the Call a Repurchase Notice, Involuntary Transfer Repurchase Notice or Put Notice shall be equal to the greater of the fair market value (as determined in accordance with Section 4(e)) of the Equity Securities as of the date of the date of the Repurchase Notice, Involuntary Transfer Repurchase Notice or Put Notice, as the case may be, and the fair market value (as determined in accordance with Section 4(e)) determined as of the date the Reinstatement Notice is delivered to the Management Stockholder Cypress Holder or the Involuntary Transferee, which Fair Market Value fair market value shall be used to determine the Repurchase Price or Price, Involuntary Transfer Repurchase Price or Put Price, as applicable, in the manner described above; and (Ciii) the repurchase shall occur on a date specified by the Company within ten (10) 10 days following the determination of the Fair Market Value fair market value of the Restricted Shares Equity Securities to be repurchased as provided in subsection clause (Bii) above.

Repurchase Disability. (a) Notwithstanding anything to the contrary herein,: (i) Except as otherwise provided by Section 5(c), the Company shall not be required or permitted to purchase any Restricted Shares held by any Management Stockholder or Involuntary Transferee upon exercise of the Call Right, the Put Right or the Involuntary Transfer or a Put Repurchase Right if the Board of Directors determines that: (Aii) the The purchase of Restricted Shares would impair render the Company's Company or its subsidiaries' ability subsidiaries unable to meet their obligations in the ordinary course of business taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the Company, including, without limitation, any proposed acquisition of any other entity by the Company or any of its subsidiaries; (Biii) the The Company is prohibited from purchasing the Restricted Shares by applicable law restricting the purchase by a corporation of its own shares; or (Civ) the The purchase of Restricted Shares would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of any loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party (the "FINANCING DOCUMENTS"“Financing Documents”) or the Company is not able to obtain the requisite consent of any of its senior lender lenders to the purchase of the Restricted Shares. The events described in (Ai) through (Ciii) above each constitute a "REPURCHASE DISABILITY“Repurchase Disability."” (iib) In Except as otherwise provided by Section 5(c), in the event of a Repurchase Disability, the Company shall notify in writing the Management Stockholder or Involuntary Transferee who exercised the Put Right or with respect to whom the Call Right, Right or the Involuntary Transfer or Put Repurchase Right has been exercised (a "DISABILITY NOTICE"“Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. The Company shall thereafter repurchase the Restricted Shares described in the Call Notice, Notice or Involuntary Transfer Repurchase Notice or Put Notice as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares while any Repurchase Disabilities continue to exist). In the event the Company suspends its obligations to repurchase the Restricted Shares pursuant to a Repurchase Disability, (Ai) the Company shall provide written notice to each applicable Management Stockholder or Involuntary Transferee as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"“Reinstatement Notice”); (Bii) the Fair Market Value of the Restricted Shares subject to the Call Notice, the Put Notice or Involuntary Transfer Repurchase Notice or Put Notice shall be determined as of the date the Reinstatement Notice is delivered to the Management Stockholder or Involuntary Transferee, which Fair Market Value shall be used to determine the Repurchase Price or Involuntary Transfer Repurchase Price in the manner described above; and (Ciii) the repurchase shall occur on a date specified by the Company within ten (10) 10 days following the determination of the Fair Market Value of the Restricted Shares to be repurchased as provided in subsection clause (Bii) above. (c) Notwithstanding Section 5(a) and Section 5(c), in the event of a Repurchase Disability, then, the Company shall be required to purchase the Restricted Shares subject to the Call Right, Put Right or Involuntary Transfer Repurchase Right, as applicable, through the issuance of a promissory note (in lieu of cash consideration) to such Management Stockholder in the amount of the Call Repurchase Price, Put Repurchase Price or Involuntary Transfer Purchase Price, as applicable; provided, however, that the terms of such promissory note shall be acceptable to the Company’s senior lenders and shall not result in a breach or violation of any of the Financing Documents; and provided, further, that in the event of a Repurchase Disability in connection with the Management Stockholder’s exercise of a Put Right, the Management Stockholder may elect to rescind his or her exercise of the Put Right. The promissory note shall (i) bear simple interest at the prime rate as published in the Wall Street Journal on the date such payment is due and owing from such date to the date such payment is made and (ii) have such other reasonable terms and conditions as may be determined by the Company. All payments of interest accrued under the promissory note shall be paid only at the date of payment by the Company of the principal amount of such promissory note.

Repurchase Disability. (a) Notwithstanding anything to the contrary herein, (i) in Section 5 or Section 6, the Company shall not be required or permitted to purchase any Restricted Shares Equity Securities held by any Management Stockholder Other Shareholder or Involuntary Transferee upon exercise of the Call Right, Repurchase Right or the Involuntary Transfer or a Put Repurchase Right if the Board of Directors reasonably determines that: : (A) the purchase of Restricted Shares would impair the Company's or its subsidiaries' ability to meet their obligations in the ordinary course of business taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the Company, including, without limitation, any proposed acquisition of any other entity by the Company or any of its subsidiaries; (Bi) the Company is prohibited from purchasing the Restricted Shares Equity Securities by applicable law restricting the purchase by a corporation of its own sharesApplicable Law; or or (Cii) the purchase of Restricted Shares Equity Securities would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of any loan agreement or other agreement or instrument representing indebtedness to which the Company or any of its subsidiaries Subsidiaries is a party (the "FINANCING DOCUMENTS") or the Company or its applicable Subsidiaries is not able to obtain the requisite consent of any of its senior lender lenders to the purchase of the Restricted SharesEquity Securities. The events described in (Ai) through and (Cii) above each constitute a "REPURCHASE DISABILITY“Repurchase Disability”." (iib) In the event of a Repurchase Disability, the Company shall so notify in writing the Management Stockholder Other Shareholders or Involuntary Transferee with respect to whom the Call Right, Repurchase Right or the Involuntary Transfer or Put Repurchase Right has been exercised (a "DISABILITY NOTICE"“Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. The Shareholders of the Company (other than any Involuntary Transferee) shall thereafter have the right to cause the Company to (in the case of an Involuntary Transfer), and the Company or the Investor and SCL, as the case may be, shall have the right to (in the case of a Repurchase Event), repurchase the Restricted Shares Equity Securities described in the Call Notice, Repurchase Notice or Involuntary Transfer Repurchase Notice at any time during the one-year period following the Repurchase Event or Put Notice Involuntary Transfer, as soon as reasonably practicable after all Repurchase Disabilities cease to exist the case may be (or a nominee of the Company or the Investor and SCL, as the case may electbe, may exercise such right); provided, however, that if some, but not all of the Equity Securities to be repurchased can be so repurchased without creating a Repurchase Disability, then the foregoing provisions of this Section 7 shall have no obligation, not apply to cause its nominee to repurchase any portion of the Restricted Shares while any Equity Securities that can be so repurchased without creating a Repurchase Disabilities continue to exist)Disability. In the event the Company suspends its obligations to repurchase the Restricted Shares pursuant to of a Repurchase Disability, (Ai) the Company shall provide written notice to each applicable Management Stockholder Other Shareholder or Involuntary Transferee as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"“Reinstatement Notice”); (Bii) the Fair Market Value fair market value of the Restricted Shares Equity Securities subject to the Call Notice, a Repurchase Notice or Involuntary Transfer Repurchase Notice or Put Notice shall be equal to the greater of the fair market value (as determined in accordance with Section 5(d)) of the Equity Securities as of the date the Reinstatement Notice is delivered to the Management Stockholder or Involuntary Transferee, which Fair Market Value shall be used to determine of the Repurchase Price Notice or the Involuntary Transfer Repurchase Price Notice, as the case may be, and the fair market value (as determined in the manner described above; and (Caccordance with Section 5(d)) the repurchase shall occur on a date specified by the Company within ten (10) days following the determination of the Fair Market Value of the Restricted Shares to be repurchased as provided in subsection (B) above.determined as

Repurchase Disability. (aA) Notwithstanding anything to the contrary herein, (i) , except as otherwise provided by Section 2(e)(v)(B), the Company shall not be required or permitted to purchase any Restricted Shares held by any Management Stockholder or Involuntary Transferee Common Stock upon exercise of the Call Right, Involuntary Transfer or a Put Repurchase Right if the Board of Directors CPN Management (or its general partner) determines that: : (A1) the purchase of Restricted Shares such Common Stock would impair render the Company's Company or its subsidiaries' ability subsidiaries unable to meet their obligations in the ordinary course of business taking into account any pending or proposed transactions, capital expenditures or other budgeted cash outlays by the CompanyCompany or any of its subsidiaries, including, without limitation, including any proposed acquisition of any other entity by the Company or any of its subsidiaries; , (B2) the Company is prohibited from purchasing the Restricted Shares Common Stock by applicable law restricting the purchase by a corporation an entity of its own shares; or equity securities, or (C3) the purchase of Restricted Shares Common Stock would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of any loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party (the "FINANCING DOCUMENTS"“Financing Documents”) or the Company or any of its subsidiaries is not able to obtain the requisite consent of any of its senior lender lenders to effect the purchase of the Restricted SharesInterests. The events described in (A1) through (C3) above each constitute a "REPURCHASE DISABILITY“Repurchase Disability."” (iiB) In Except as otherwise provided in Section 2(e)(v)(C), in the event of a Repurchase DisabilityDisability shall occur, the Company shall notify in writing the Management such Non-ECP Stockholder or Involuntary Transferee with respect to whom the Call Right(such notice, Involuntary Transfer or Put Right has been exercised (a "DISABILITY NOTICE"“Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. The Company shall thereafter repurchase purchase the Restricted Shares Common Stock described in the Call Notice, Involuntary Transfer Repurchase Notice or Put Disability Notice as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares purchase such Common Stock while any Repurchase Disabilities continue to exist). In the event that the Company suspends its obligations to repurchase the Restricted Shares purchase such Common Stock pursuant to a Repurchase Disability, (A1) the Company shall provide written notice to each applicable Management such Non-ECP Stockholder or Involuntary Transferee as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"“Reinstatement Notice”); (B2) the Fair Market Value Repurchase Price, if applicable, of the Restricted Shares subject to the Call Notice, Involuntary Transfer Repurchase Notice or Put Notice such Common Stock shall be determined as of the date the Reinstatement Notice is delivered to the Management Stockholder or Involuntary Transferee, which Fair Market Value shall be used to determine the Repurchase Price or Involuntary Transfer Repurchase Price in the manner described abovesuch Non-ECP Stockholder; and (C3) the repurchase redemption shall occur on a date specified by the Company CPN Management within ten (10) days following the later of (x) the date the Reinstatement Notice is delivered to such Non-ECP Stockholder and (y) if applicable, the date of the determination of the Fair Market Value Repurchase Price of the Restricted Shares Common Stock to be repurchased as provided in subsection repurchased. (C) Notwithstanding Section 2(e)(v)(A) and (B), if (x) abovethe Company has exercised the Repurchase Right and (y) a Repurchase Disability shall occur, then, in the sole discretion of CPN Management, CPN Management may cause the Company to purchase such Common Stock, and, in lieu of cash consideration, issue a promissory note to the Non-ECP Stockholder in the amount of the Repurchase Price, the terms of which promissory note shall be acceptable to the Company’s senior lenders and shall not result in a breach or violation of any of the Financing Documents. The promissory note shall (1) bear simple interest at the Prime Rate (as defined in the CPN Management LPA) as published in the Wall Street Journal on the date such payment is due and owing from such date to the date such payment is made and (2) have such other reasonable terms and conditions as may be determined by CPN Management. All payments of interest accrued under the promissory note shall be paid only at the date of payment by the Company of the principal amount of such promissory note.

Repurchase Disability. (ai) Notwithstanding anything to the contrary herein, herein (i) except as otherwise provided by Section 3.3(d)(iii)), the Company shall not be required or permitted to purchase any Restricted Shares Equity Securities held by any Management Stockholder or Involuntary Transferee upon exercise of the Call Right, Involuntary Transfer or a Put Right if the Board of Directors determines in good faith that: (A) the The purchase of Restricted Shares Equity Securities would impair render the Company's Company or its subsidiaries' ability subsidiaries unable to meet completely satisfy their obligations in the ordinary course of business taking into account any pending or proposed future transactions, capital expenditures or other budgeted cash outlays by the Company, including, without limitation, any proposed acquisition of any other entity by the Company or any of its subsidiaries; (B) the The Company is prohibited from purchasing the Restricted Shares Equity Securities by applicable law restricting the purchase by a corporation of its own shares; or (C) the The purchase of Restricted Shares Equity Securities would constitute a breach of, default, or event of default under, or is otherwise prohibited by, the terms of any third party, unaffiliated, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party (the "FINANCING DOCUMENTS") or the Company is not able to obtain the consent of its senior lender to the purchase of the Restricted Shares“Financing Documents”). The events described in (Ai) through (Ciii) above each constitute a "REPURCHASE DISABILITY“Repurchase Disability."” (ii) In Except as otherwise provided by Section 3.3(d)(iii), in the event of a Repurchase Disability, the Company shall notify in writing the Management Stockholder or Involuntary Transferee with respect to whom the Call Right, Involuntary Transfer or Put Right has been exercised (a "DISABILITY NOTICE"“Disability Notice”). The Disability Notice shall specify the nature of the Repurchase Disability. The Company shall thereafter repurchase the Restricted Shares Equity Securities described in the Call Notice, Involuntary Transfer Repurchase Notice or Put Notice as soon as reasonably practicable after all Repurchase Disabilities cease to exist (or the Company may elect, but shall have no obligation, to cause its nominee to repurchase the Restricted Shares Equity Securities while any Repurchase Disabilities continue to exist). In the event the Company suspends its obligations to repurchase the Restricted Shares Equity Securities pursuant to a Repurchase Disability, (Ai) the Company shall provide written notice to each applicable Management Stockholder or Involuntary Transferee as soon as practicable after all Repurchase Disabilities cease to exist (the "REINSTATEMENT NOTICE"“Reinstatement Notice”); (Bii) the Fair Market Value of the Restricted Shares Equity Securities subject to the Call Notice, Involuntary Transfer Repurchase Notice or Put Notice shall be determined as of the date the Reinstatement Notice is delivered to the Management Stockholder or Involuntary TransfereeStockholder, which Fair Market Value shall be used to determine the Repurchase Price or Involuntary Transfer Call Repurchase Price in the manner described above; and (Ciii) the repurchase shall occur on a date specified by the Company within ten (10) 10 days following the determination of the Fair Market Value of the Restricted Shares Equity Securities to be repurchased as provided in subsection clause (Bii) above. (iii) Notwithstanding Section 3.3(d)(i) and Section 3.3(d)(ii), in the event of a Repurchase Disability, then, in the sole discretion of the Board, the Company may purchase the Equity Securities subject to the Call Right, as applicable, and, in lieu of cash consideration, issue a promissory note to such Management Stockholder in the amount of the Call Repurchase Price, the terms of which promissory note shall be acceptable to the Company’s lenders and shall not result in a breach or violation of any of the Financing Documents. The promissory note shall (i) bear simple interest at the prime rate as published in the Wall Street Journal on the date such payment is due and owing from such date to the date such payment is made, (ii) have a term of no more than five (5) years and (iii) have such other reasonable terms and conditions as shall be mutually agreed upon by the Company and the Management Stockholder. All payments of interest accrued under the promissory note shall be paid only at the date of payment by the Company of the principal amount of such promissory note.