Common use of Options to Purchase Clause in Contracts

Options to Purchase. (a) After the occurrence of a Purchase Option Trigger Event (as defined below), each Bank shall have the option to purchase all (but not less than all) of the outstanding Obligations owed to the Noteholders under each Note Purchase Agreement at a purchase price equal to 100% of the amount of such Obligations on the date of purchase (including all interest thereon to the date of purchase), plus an amount equal to the Yield-Maintenance Amount which would be payable under the applicable Note Purchase Agreement if the Senior Notes issued thereunder were prepaid pursuant to the optional prepayment provisions of the applicable Note Purchase Agreement on such date of purchase. (b) After the occurrence of a Purchase Option Trigger Event, each Noteholder under a Note Purchase Agreement shall have the option to purchase all (but not less than all) of the outstanding Obligations owed to the Banks at a purchase price equal to 100% of the amount thereof on the date of purchase (including all interest thereon to the date of purchase) and all (but not less than all) of the outstanding Obligations owed to the Noteholders under the other Note Purchase Agreement at a purchase price equal to 100% of the amount of such Obligations on the date of purchase (including all interest thereon to the date of purchase), plus an amount equal to the Yield-Maintenance Amount which would be payable under such other Note Purchase Agreement if the Senior Notes issued thereunder were prepaid pursuant to the optional prepayment provisions of the applicable Note Purchase Agreement on such date of purchase. (c) Any Creditor desiring to exercise its option to purchase under this Section 15 may do so by giving notice to the Creditors whose Obligations are to be purchased. The closing of the purchase and sale shall take place on the fifth business day after such notice is given. At the closing, the buyer will pay the sellers the purchase price of the Obligations being purchased except that, with respect to the purchase of exposures in respect of outstanding but undrawn Letters of Credit, the purchase shall be a risk participation therein payable at the same time as the related Letters of Credit are drawn. Payment of such purchase price shall be made in the same manner as specified in the applicable Senior Indebtedness Documents. Any notice of exercise of any such option to purchase shall be irrevocable. In the event more than one notice of exercise of an option to purchase under this Section 15 is given, only the notice first given shall be effective and the other notices given shall be ineffective. (d) For the purposes of this Section 15, a “Purchase Option Trigger Event” shall occur when (i) an Event of Default has occurred and is continuing, (ii) any Creditor has notified the Collateral Agent and each other Creditor of its desire to direct the Collateral Agent to take action hereunder, and (iii) within 60 days after the notice specified in clause (ii), the Required Creditors shall not have authorized the Collateral Agent to take such action and the Creditor giving such notice shall not have withdrawn such notice by notice given to the Collateral Agent and the other Creditors.

Options to Purchase. (a) After the occurrence of a Purchase Option Trigger Event (as defined below), each Bank shall have the option to purchase all (but not less than all) of the outstanding Obligations owed to the Noteholders under each Note Purchase Agreement at a purchase price equal to 100% of the amount of such Obligations on the date of purchase (including all interest thereon to the date of purchase), plus an amount equal to the Yield-Maintenance Amount which would be payable under the applicable Note Purchase Agreement if the Senior Notes issued thereunder were prepaid pursuant to the optional prepayment provisions of the applicable Note Purchase Agreement on such date of purchase. (b) After the occurrence of a Purchase Option Trigger Event, each Noteholder under a Note Purchase Agreement shall have the option to purchase all (but not less than all) of the outstanding Obligations owed to the Banks at a purchase price equal to 100% of the amount thereof on the date of purchase (including all interest thereon to the date of purchase) and all (but not less than all) of the outstanding Obligations owed to the Noteholders under the other Note Purchase ▇▇▇▇▇▇▇▇ Agreement at a purchase price equal to 100% of the amount of such Obligations on the date of purchase (including all interest thereon to the date of purchase), plus an amount equal to the Yield-Maintenance Amount which would be payable under such other Note Purchase Agreement if the Senior Notes issued thereunder were prepaid pursuant to the optional prepayment provisions of the applicable Note Purchase Agreement on such date of purchase. (c) Any Creditor desiring to exercise its option to purchase under this Section 15 may do so by giving notice to the Creditors whose Obligations are to be purchased. The closing of the purchase and sale shall take place on the fifth business day after such notice is given. At the closing, the buyer will pay the sellers the purchase price of the Obligations being purchased except that, with respect to the purchase of exposures in respect of outstanding but undrawn Letters of Credit, the purchase shall be a risk participation therein payable at the same time as the related Letters of Credit are drawn. Payment of such purchase price shall be made in the same manner as specified in the applicable Senior Indebtedness Documents. Any notice of exercise of any such option to purchase shall be irrevocable. In the event more than one notice of exercise of an option to purchase under this Section 15 is given, only the notice first given shall be effective and the other notices given shall be ineffective. (d) For the purposes of this Section 15, a “Purchase Option Trigger Event” shall occur when (i) an Event of Default has occurred and is continuing, (ii) any Creditor has notified the Collateral Agent and each other Creditor of its desire to direct the Collateral Agent to take action hereunder, and (iii) within 60 days after the notice specified in clause (ii), the Required Creditors shall not have authorized the Collateral Agent to take such action and the Creditor giving such notice shall not have withdrawn such notice by notice given to the Collateral Agent and the other Creditors.

Options to Purchase. (a) After the occurrence of a Purchase Option Trigger an Event (as defined below)of Default, each Bank shall have the option to purchase all (but not less than all) of the outstanding Obligations Senior Indebtedness owed to the Noteholders under each Note Purchase Agreement at a purchase price equal to 100% of the amount of such Obligations thereof on the date of purchase (including all interest thereon and any Excess Leverage Fee to the date of purchase), plus an amount equal to the YieldMake-Maintenance Whole Amount which would be payable under the applicable Note Purchase Agreement if the Senior Notes issued thereunder were prepaid pursuant to the optional prepayment provisions paragraph 8.2 of the applicable Note Purchase Agreement on such date of purchase. (b) After the occurrence of a Purchase Option Trigger Eventan Event of Default, each Noteholder under a Note Purchase Agreement shall have the option to purchase all (but not less than all) of the outstanding Obligations Senior Indebtedness owed to the Banks at a purchase price equal to 100% of the amount thereof on the date of purchase (including all interest thereon to the date of purchase) and all (but not less than all) of the outstanding Obligations owed to the Noteholders under the other Note Purchase Agreement at a purchase price equal to 100% of the amount of such Obligations on the date of purchase (including all interest LIBOR breakage costs thereon to the date of purchase), plus an amount equal to the Yield-Maintenance Amount which would be payable under such other Note Purchase Agreement if the Senior Notes issued thereunder were prepaid pursuant to the optional prepayment provisions of the applicable Note Purchase Agreement on such date of purchase. (c) Any Creditor Senior Lender desiring to exercise its option to purchase under this Section 15 17 may do so by giving notice to the Creditors Senior Lenders whose Obligations are Senior Indebtedness is to be purchased. The closing of the purchase and sale shall take place on the fifth business day after such notice is given. At the closing, closing the buyer will pay the sellers the purchase price of the Obligations Senior Indebtedness being purchased except that, with respect to as respects the purchase of exposures in respect of outstanding but undrawn Outstanding Letters of CreditCredit Exposure, the purchase shall be a risk participation therein payable at the same time as the related Letters Letter of Credit are is drawn. Payment of such purchase price shall be made in the same manner as specified in the applicable Credit Agreement for payments upon the Revolving Loans or in the Note Agreement for payments on the Senior Indebtedness DocumentsNotes, as the case may be. Any notice of exercise of any such option to purchase shall be irrevocable. In the event more than one notice of exercise of an option to purchase under this Section 15 17 is given, only the notice first given shall be effective and the other notices given shall be ineffective. (d) For the purposes of this Section 15, a “Purchase Option Trigger Event” shall occur when (i) an Event of Default has occurred and is continuing, (ii) any Creditor has notified the Collateral Agent and each other Creditor of its desire to direct the Collateral Agent to take action hereunder, and (iii) within 60 days after the notice specified in clause (ii), the Required Creditors shall not have authorized the Collateral Agent to take such action and the Creditor giving such notice shall not have withdrawn such notice by notice given to the Collateral Agent and the other Creditors.

Options to Purchase. (a) After the occurrence of a Purchase Option Trigger Event (as defined below), each Bank shall have the option to purchase all (but not less than all) of the outstanding Obligations owed to the Noteholders under each Note Purchase Agreement at a purchase price equal to 100% of the amount of such Obligations on the date of purchase (including all interest thereon to the date of purchase), plus an amount equal to the Yield-Maintenance Amount which would be payable under the applicable Note Purchase Agreement if the Senior Notes issued thereunder were prepaid pursuant to the optional prepayment provisions of the applicable Note Purchase Agreement on such date of purchase. (b) After the occurrence of a Purchase Option Trigger Event, each Noteholder under a Note Purchase Agreement shall have the option to purchase all (but not less than all) of the outstanding Obligations owed to the Banks at a purchase price equal to 100% of the amount thereof on the date of purchase (including all interest thereon to the date of purchase) and all (but not less than all) of the outstanding Obligations owed to the Noteholders under the other Note Purchase Agreement at a purchase price equal to 100% of the amount of such Obligations on the date of purchase (including all interest thereon to the date of purchase), plus an amount equal to the Yield-Maintenance Amount which would be payable under such other Note Purchase Agreement if the Senior Notes issued thereunder were prepaid pursuant to the optional prepayment provisions of the applicable Note Purchase Agreement on such date of purchase. (c) Any Creditor desiring to exercise its option to purchase under this Section 15 may do so by giving notice to the Creditors whose Obligations are to be purchased. The closing of the purchase and sale shall take place on the fifth business day after such notice is given. At the closing, the buyer will pay the sellers the purchase price of the Obligations being purchased except that, with respect to the purchase of exposures in respect of outstanding but undrawn Letters of Credit, the purchase shall be a risk participation therein payable at the same time as the related Letters of Credit are drawn. Payment of such purchase price shall be made in the same manner as specified in the applicable Senior Indebtedness Documents. Any notice of exercise of any such option to purchase shall be irrevocable. In the event more than one notice of exercise of an option to purchase under this Section 15 is given, only the notice first given shall be effective and the other notices given shall be ineffective. (d) For the purposes of this Section 15, a “Purchase Option Trigger Event” shall occur when (i) an Event of Default has occurred and is continuing, (ii) any Creditor has notified the Collateral Agent and each other Creditor of its desire to direct the Collateral Agent to take action hereunder, and (iii) within 60 days after the notice specified in clause (ii), the Required Creditors shall not have authorized the Collateral Agent to take such action and the Creditor giving such notice shall not have withdrawn such notice by notice given to the Collateral Agent and the other Creditors.the

Options to Purchase. (a) After When the occurrence Owner or any successor in title to the Owner shall desire to sell, dispose of a Purchase Option Trigger Event (as defined below)or otherwise convey the Property, each Bank or any portion thereof, the Owner shall have notify the option to purchase all (but not less than all) Monitoring Agent and the Municipality in writing of the outstanding Obligations owed Owner’s intention to so convey the Noteholders under each Note Purchase Agreement at a purchase price equal to 100% Property (the "Conveyance Notice"). Upon receipt of the amount Conveyance Notice, the Monitoring Agent shall (i) calculate the Maximum Resale Price which the Owner may receive on the sale of such Obligations on the Property based upon the Base Income Number in effect as of the date of the Conveyance Notice and the Resale Price Multiplier set forth in the most recently recorded Resale Price Certificate together with permissible adjustments for the Resale Fee, marketing expenses and Approved Capital Improvements (as discounted), and (ii) promptly begin marketing efforts. The Owner shall fully cooperate with the Monitoring Agent’s efforts to locate an Eligible Purchaser and, if so requested by the Monitoring Agent, shall hire a broker selected by the Monitoring Agent to assist in locating an Eligible Purchaser ready, willing and able to purchase (including all interest thereon the Property at the Maximum Resale Price after entering a purchase and sale agreement. Pursuant to such agreement, sale to the date Eligible Purchaser at the Maximum Resale Price shall occur within ninety (90) days after the Monitoring Agent receives the Conveyance Notice or such further time as reasonably requested to arrange for details of purchase)closing. If the Owner fails to cooperate in such resale efforts, plus an amount equal including a failure to agree to reasonable terms in the purchase and sale agreement, the Monitoring Agent may extend the 90-day period for a period commensurate with the time the lack of cooperation continues, as determined by the Monitoring Agent in its reasonable discretion. In such event, the Monitoring Agent shall give Owner written notice of the lack of cooperation and the length of the extension added to the Yield-Maintenance Amount which would be payable under the applicable Note Purchase Agreement if the Senior Notes issued thereunder were prepaid pursuant to the optional prepayment provisions of the applicable Note Purchase Agreement on such date of purchase90- day period. (b) After the occurrence of a Purchase Option Trigger EventThe Monitoring Agent shall ensure that diligent marketing efforts are made to locate an Eligible Purchaser ready, each Noteholder under a Note Purchase Agreement shall have the option willing and able to purchase all the Property at the Maximum Resale Price within the time period provided in subsection (but not less a) above and to enter the requisite purchase and sale agreement. If more than allone Eligible Purchaser is located, the Monitoring Agent shall conduct a lottery or other like procedure to determine which Eligible Purchaser shall be entitled to enter a purchase and sale agreement with Owner and to purchase the Property. Preference shall be given to Appropriate Size Households. The procedure for marketing and selecting an Eligible Purchaser shall be approved as provided in the Regulatory Agreement and any applicable Program Guidelines. If an Eligible Purchaser is located within ninety (90) days after receipt of the outstanding Obligations owed Conveyance Notice, but such Eligible Purchaser proves unable to secure mortgage financing so as to be able to complete the Banks at a purchase price equal to 100% of the amount thereof on the date of purchase (including all interest thereon to the date of purchase) and all (but not less than all) of the outstanding Obligations owed to the Noteholders under the other Note Purchase Agreement at a purchase price equal to 100% of the amount of such Obligations on the date of purchase (including all interest thereon to the date of purchase), plus an amount equal to the Yield-Maintenance Amount which would be payable under such other Note Purchase Agreement if the Senior Notes issued thereunder were prepaid Property pursuant to the optional prepayment provisions purchase and sale agreement, following written notice to Owner within the 90-day period the Monitoring Agent shall have an additional sixty (60) days to locate another Eligible Purchaser who will enter a purchase and sale agreement and purchase the Property by the end of such sixty (60)-day period or such further time as reasonably requested to carry out the applicable Note Purchase Agreement on such date of purchasepurchase and sale agreement. (c) Any Creditor desiring In lieu of sale to exercise its option an Eligible Purchaser, the Monitoring Agent or the Municipality or designee shall also have the right to purchase under this Section 15 may do so by giving notice to the Creditors whose Obligations are to be purchased. The closing of Property at the Maximum Resale Price, in which event the purchase and sale agreement shall take place on the fifth business day after such notice is given. At the closingbe entered, the buyer will pay the sellers the purchase price of the Obligations being purchased except that, with respect to the purchase of exposures in respect of outstanding but undrawn Letters of Credit, and the purchase shall be a risk participation therein payable at occur within ninety (90) days after receipt of the same Conveyance Notice or, within the additional sixty (60)-day period specified in subsection (b) above, or such further time as reasonably requested to carry out the related Letters of Credit are drawn. Payment of such purchase price shall be made in the same manner as specified in the applicable Senior Indebtedness Documentsand sale agreement. Any lack of cooperation by Owner in measures reasonably necessary to effect the sale shall extend the 90-day period by the length of the delay caused by such lack of cooperation. The Monitoring Agent shall promptly give Owner written notice of exercise the lack of any such option cooperation and the length of the extension added to purchase shall be irrevocablethe 90-day period. In the event of such a sale to the Monitoring Agent or Municipality or designee, the Property shall remain subject to this Deed Rider and shall thereafter be sold or rented to an Eligible Purchaser as may be more than one notice of exercise of an option to purchase under this Section 15 is given, only particularly set forth in the notice first given shall be effective and the other notices given shall be ineffectiveRegulatory Agreement. (d) For If an Eligible Purchaser fails to purchase the purposes Property within the 90-day period (or such further time determined as provided herein) after receipt of the Conveyance Notice, and the Monitoring Agent or Municipality or designee does not purchase the Property during said period, then the Owner may convey the Property to an Ineligible Purchaser no earlier than thirty (30) days after the end of said period at the Maximum Resale Price, but subject to all rights and restrictions contained herein; provided that the Property shall be conveyed subject to a Deed Rider identical in form and substance to this Deed Rider which the Owner agrees to execute, to secure execution by the Ineligible Purchaser and to record with the Deed; and further provided that, if more than one Ineligible Purchaser is ready, willing and able to purchase the Property the Owner will give preference and enter a purchase and sale agreement with any individuals or households identified by the Monitoring Agent as an Appropriate Size Household earning more than eighty percent (80%) but less than one hundred twenty percent (120%) of the Area Median Income. (e) The priority for exercising the options to purchase contained in this Section 15, a “Purchase Option Trigger Event” 4 shall occur when be as follows: (i) an Event of Default has occurred Eligible Purchaser located and is continuingselected by the Monitoring Agent, as provided in subsection (b) above, (ii) any Creditor has notified the Collateral Agent and each other Creditor of Municipality or its desire to direct the Collateral Agent to take action hereunderdesignee, as provided in subsection (c) above, and (iii) within 60 days after an Ineligible Purchaser, as provided in subsection (d) above. (f) Nothing in this Deed Rider or the notice specified in clause (ii)Regulatory Agreement constitutes a promise, commitment or guarantee by DHCD, MassHousing, the Required Creditors Municipality or the Monitoring Agent that upon resale the Owner shall actually receive the Maximum Resale Price for the Property or any other price for the Property. (g) The holder of a mortgage on the Property is not have authorized obligated to forbear from exercising the Collateral Agent to take such action rights and remedies under its mortgage, at law or in equity, after delivery of the Creditor giving such notice shall not have withdrawn such notice by notice given to the Collateral Agent and the other CreditorsConveyance. Notice.

Options to Purchase. (a) After the occurrence of a Purchase Option Trigger Event (as defined below), each Bank shall have the option to purchase all (but not less than all) of the outstanding Obligations owed to the Noteholders under each Note Purchase Agreement at a purchase price equal to 100% of the amount of such Obligations on the date of purchase (including all interest thereon to the date of purchase), plus an amount equal to the Yield-Maintenance Amount which would be payable under the applicable Note Purchase Agreement if the Senior Notes issued thereunder were prepaid pursuant to the optional prepayment provisions of the applicable Note Purchase Agreement on such date of purchase.payable (b) After the occurrence of a Purchase Option Trigger Event, each Noteholder under a Note Purchase Agreement shall have the option to purchase all (but not less than all) of the outstanding Obligations owed to the Banks at a purchase price equal to 100% of the amount thereof on the date of purchase (including all interest thereon to the date of purchase) and all (but not less than all) of the outstanding Obligations owed to the Noteholders under the other Note Purchase Agreement at a purchase price equal to 100% of the amount of such Obligations on the date of purchase (including all interest thereon to the date of purchase), plus an amount equal to the Yield-Maintenance Amount which would be payable under such other Note Purchase Agreement if the Senior Notes issued thereunder were prepaid pursuant to the optional prepayment provisions of the applicable Note Purchase Agreement on such date of purchase. (c) Any Creditor desiring to exercise its option to purchase under this Section 15 may do so by giving notice to the Creditors whose Obligations are to be purchased. The closing of the purchase and sale shall take place on the fifth business day after such notice is given. At the closing, the buyer will pay the sellers the purchase price of the Obligations being purchased except that, with respect to the purchase of exposures in respect of outstanding but undrawn Letters of Credit, the purchase shall be a risk participation therein payable at the same time as the related Letters of Credit are drawn. Payment of such purchase price shall be made in the same manner as specified in the applicable Senior Indebtedness Documents. Any notice of exercise of any such option to purchase shall be irrevocable. In the event more than one notice of exercise of an option to purchase under this Section 15 is given, only the notice first given shall be effective and the other notices given shall be ineffective. (d) For the purposes of this Section 15, a “Purchase Option Trigger Event” shall occur when (i) an Event of Default has occurred and is continuing, (ii) any Creditor has notified the Collateral Agent and each other Creditor of its desire to direct the Collateral Agent to take action hereunder, and (iii) within 60 days after the notice specified in clause (ii), the Required Creditors shall not have authorized the Collateral Agent to take such action and the Creditor giving such notice shall not have withdrawn such notice by notice given to the Collateral Agent and the other Creditors.

Options to Purchase. (a) After the occurrence of a Purchase Option Trigger an Event (as defined below)of Default, each Bank Lender (acting alone or with other Bank Lenders) shall have the option to purchase all (but not less than all) of the outstanding Obligations Senior Indebtedness owed to the Noteholders under each Note Purchase Agreement at a purchase price equal to 100% of the amount of such Obligations thereof on the date of purchase (including all interest thereon to the date of purchase), plus an amount equal to the Yield-Maintenance Amount which would be payable under the applicable Note Purchase Agreement if the Senior Secured Notes issued thereunder were prepaid pursuant to the optional prepayment provisions paragraph 4B of the applicable Note Purchase Agreement on such date of purchase and under the Private Shelf Agreement if the Senior Secured Notes were prepaid pursuant to paragraph 4B of the Private Shelf Agreement on such date of purchase. (b) After the occurrence of a Purchase Option Trigger Eventan Event of Default, each Noteholder under a Note Purchase Agreement shall have the option to purchase all (but not less than all) of the outstanding Obligations Senior Indebtedness owed to the Banks Bank Lenders at a purchase price equal to 100% of the amount thereof on the date of purchase (including all interest thereon to the date of purchase) and all (but not less than all) of the outstanding Obligations owed to the Noteholders under the other Note Purchase Agreement at a purchase price equal to 100% of the amount of such Obligations on the date of purchase (including all interest thereon to the date of purchase), plus an amount equal to the Yield-Maintenance Amount which would be payable under such other Note Purchase Agreement if the Senior Notes issued thereunder were prepaid pursuant to the optional prepayment provisions of the applicable Note Purchase Agreement on such date of purchase. (c) Any Creditor Senior Lender desiring to exercise its option to purchase under this Section 15 17 may do so by giving notice to the Creditors Senior Lenders whose Obligations are Senior Indebtedness is to be purchased. The closing of the purchase and sale shall take place on the fifth 5th business day after such notice is given. At the closing, closing the buyer buyer(s) will pay the sellers the purchase price of the Obligations Senior Indebtedness being purchased except that, with respect to as respects the purchase of exposures in respect of outstanding but undrawn Outstanding Letters of CreditCredit Exposure, the purchase shall be a risk participation therein payable at the same time as the related Letters Letter of Credit are is drawn. Payment of such purchase price shall be made in the same manner as specified in the applicable Credit Agreement for payments upon the Loans, in the Note Agreement for payments on the Senior Indebtedness DocumentsSecured Notes, or in the Private Shelf Agreement for payments on the Senior Secured Notes, as the case may be. Any notice of exercise of any such option to purchase shall be irrevocable. In the event more than one notice of exercise of an option to purchase under this Section 15 17 is given, only the notice first given shall be effective and the other notices given shall be ineffective. (d) For the purposes of this Section 15, a “Purchase Option Trigger Event” shall occur when (i) an Event of Default has occurred and is continuing, (ii) any Creditor has notified the Collateral Agent and each other Creditor of its desire to direct the Collateral Agent to take action hereunder, and (iii) within 60 days after the notice specified in clause (ii), the Required Creditors shall not have authorized the Collateral Agent to take such action and the Creditor giving such notice shall not have withdrawn such notice by notice given to the Collateral Agent and the other Creditors.

Options to Purchase. (a) After the occurrence of a Purchase Option Trigger Event (as defined below), each Bank shall have the option to purchase all (but not less than all) of the outstanding Obligations owed to the Noteholders under each Note Purchase Agreement at a purchase price equal to 100% of the amount of such Obligations on the date of purchase (including all interest thereon to the date of purchase), plus an amount equal to the Yield-Maintenance Amount which would be payable under the applicable Note Purchase Agreement if the Senior Notes issued thereunder were prepaid pursuant to the optional prepayment provisions of the applicable Note Purchase Agreement on such date of purchase. (b) After the occurrence of a Purchase Option Trigger Event, each Noteholder under a Note Purchase Agreement shall have the option to purchase all (but not less than all) of the outstanding Obligations owed to the Banks at a purchase price equal to 100% of the amount thereof on the date of purchase (including all interest thereon to the date of purchase) and all (but not less than all) of the outstanding Obligations owed to the Noteholders under the other Note Purchase Agreement at a purchase price equal to 100% of the amount of such Obligations on the date of purchase (including all interest thereon to the date of purchase), plus an amount equal to the Yield-Maintenance Amount which would be payable under such other Note Purchase Agreement if the Senior Notes issued thereunder were prepaid pursuant to the optional prepayment provisions of the applicable Note Purchase Agreement on such date of purchase. (c) Any Creditor desiring to exercise its option to purchase under this Section 15 may do so by giving notice to the Creditors whose Obligations are to be purchased. The closing of the purchase and sale shall take place on the fifth business day after such notice is given. At the closing, the buyer will pay the sellers the purchase price of the Obligations being purchased except that, with respect to the purchase of exposures in respect of outstanding but undrawn Letters of Credit, the purchase shall be a risk participation therein payable at the same time as the related Letters of Credit are drawn. Payment of such purchase price shall be made in the same manner as specified in the applicable Senior Indebtedness Documents. Any notice of exercise of any such option to purchase shall be irrevocable. In the event more than one notice of exercise of an option to purchase under this Section 15 is given, only the notice first given shall be effective and the other notices given shall be ineffective. (d) For the purposes of this Section 15, a “Purchase Option Trigger Event” shall occur when (i) an Event of Default has occurred and is continuing, (ii) any Creditor has notified the Collateral Agent and each other Creditor of its desire to direct the Collateral Agent to take action hereunder, and (iii) within 60 days after the notice specified in clause (ii), the Required Creditors shall not have authorized the Collateral Agent to take such action and the Exh. A-17 Exhibit 10.2 Creditor giving such notice shall not have withdrawn such notice by notice given to the Collateral Agent and the other Creditors.

Options to Purchase. (a1) After the occurrence of a Purchase Option Trigger Event (as defined below)Provided that Lessee is not then in Default, each Bank Lessee shall have the option to purchase purchase, upon the expiration of the twenty-first (21st) quarter of the original term of this Lease (the "Early Termination Date"), all (but not less than all) all of the outstanding Obligations owed Equipment upon the following terms and conditions: If Lessee desires to exercise this option it shall give Lessor written notice of its election to purchase at least thirty (30) days and not more than ninety (90) days before the Early Termination Date with respect to the Noteholders first Equipment Schedule to be executed under this Lease. Such election shall be effective with respect to all Equipment leased under all Equipment Schedules. On the Early Termination Date with respect to each Note Equipment Schedule, Lessee shall pay to Lessor in cash the Purchase Agreement at a purchase price Price for the Equipment so purchased, determined as hereinafter provided. The Purchase Price of the Equipment shall be an amount equal to 100% fifty-nine (59) percent of the amount original Total Invoice Cost of such Obligations the Equipment (as specified on the date Equipment Schedule), together with all taxes and charges upon sale (excluding any taxes calculated on the basis of net income or capital gains to Lessor). Lessor and Lessee agree that the Purchase Price represents a reasonable prediction of the Fair Market Value of the Equipment at the time the option is exercisable. (2) Provided that Lessee is not then in Default, Lessee shall have the option to purchase, upon the expiration of the original term of this Lease, all but not less than all of the Equipment upon the following terms and conditions: If Lessee desires to exercise this option it shall give Lessor written notice of its election to purchase at least one hundred twenty (including all interest thereon 120) days before expiration of the original term of this Lease with respect to the date first Equipment Schedule to be executed under this Lease. Such election shall be effective with respect to all Equipment leased under all Equipment Schedules. Thereafter, Lessee shall engage in negotiations with Lessor to determine the Purchase Price for the Equipment. At the expiration of purchase)the original term of this Lease, plus Lessee shall pay to Lessor in cash the Purchase Price for the Equipment so purchased, determined as hereinafter provided. The Purchase Price of Equipment shall be an amount equal to the Yieldgreater of: (x) thirty-Maintenance Amount which would be payable under five (35) percent of the applicable Note Purchase Agreement if original Total Invoice Cost of the Senior Notes issued thereunder were prepaid Equipment (as specified on the Equipment Schedule), or (y) the Fair Market Value of the Equipment determined pursuant to Section B.(4); together with all taxes and charges upon sale (excluding any taxes calculated on the optional prepayment provisions basis of the applicable Note Purchase Agreement on such date of purchasenet income or capital gains to Lessor). (b3) After the occurrence of a Purchase Option Trigger EventProvided that Lessee is not then in Default, each Noteholder under a Note Purchase Agreement Lessee shall have the option to purchase purchase, upon the expiration of any renewal term of this Lease, all (but not less than all) all of the outstanding Obligations owed Equipment upon the following terms and conditions: If Lessee desires to exercise this option it shall give Lessor written notice of its election to purchase at least one hundred twenty (120) days before expiration of the applicable renewal term of this Lease with respect to the Banks at a purchase price first Equipment Schedule to be executed under this Lease. Such election shall be effective with respect to all Equipment leased under all Equipment Schedules. Thereafter, Lessee shall engage in negotiations with Lessor to determine the Purchase Price for the Equipment. At the expiration of the applicable renewal term of this Lease, Lessee shall pay to Lessor in cash the Purchase Price for the Equipment so purchased, determined as hereinafter provided. The Purchase Price of the Equipment shall be an amount equal to 100% of the amount thereof its then Fair Market Value determined pursuant to Section B.(4), together with all taxes and charges upon sale (excluding any taxes calculated on the date basis of purchase net income or capital gains to Lessor). (including all interest thereon to the date 4) For purposes of purchaseSections B.(2) and all (but not less than all) of the outstanding Obligations owed to the Noteholders under the other Note Purchase Agreement at a purchase price equal to 100% of the amount of such Obligations on the date of purchase (including all interest thereon to the date of purchaseB.(3), plus "Fair Market Value" shall be deemed to be an amount equal to the Yield-Maintenance Amount which would be payable sale price of the Equipment, as installed and in use, obtainable in an arms' length transaction between a willing and informed buyer and a willing and informed seller under such other Note Purchase Agreement if no compulsion to sell (and assuming that, as of the Senior Notes issued thereunder were prepaid date of determination, the Equipment is in at least the condition required by Section 13 of this Lease), determined as follows:. After Lessee provides notice pursuant to Sections B.(2) or B.(3) hereof, the optional prepayment parties shall attempt to agree on the Fair Market Value of the Equipment. In the event Lessor and Lessee are unable to agree within fifty (50) days on such Fair Market Value, then the Fair Market Rental Value shall be determined, at Lessee's expense, by an appraiser (who must be associated with a professional organization of equipment or personal property appraisers, such as the American Society of Appraisers) chosen by Lessee, and the determination of such appraiser shall be binding on the parties hereto. (5) Notwithstanding any election of Lessee to purchase, the provisions of this Lease shall continue in full force and effect until the applicable Note Purchase Agreement on such passage of ownership of the Equipment upon the date of purchase. . On the date of purchase, Lessor shall deliver to Lessee a bill ▇▇ sale transferring and assigning to Lessee without recourse or warranty, except (c) Any Creditor desiring to exercise its option to purchase under this Section 15 may do so by giving notice to the Creditors whose Obligations are to be purchased. The closing of the purchase and sale shall take place on the fifth business day after such notice is given. At the closing, the buyer will pay the sellers the purchase price of the Obligations being purchased except that, with respect to the purchase status of exposures title conveyed) in respect of outstanding but undrawn Letters Lessor's acts, all of CreditLessor's right, title and interest in and to the purchase shall be a risk participation therein payable at the same time as the related Letters of Credit are drawnEquipment. Payment of such purchase price shall be made in the same manner as specified in the applicable Senior Indebtedness Documents. Any notice of exercise of any such option to purchase shall be irrevocable. In the event more than one notice of exercise of an option to purchase under this Section 15 is given, only the notice first given shall be effective and the other notices given shall be ineffective. (d) For the purposes of this Section 15, a “Purchase Option Trigger Event” shall occur when (i) an Event of Default has occurred and is continuing, (ii) any Creditor has notified the Collateral Agent and each other Creditor of its desire to direct the Collateral Agent to take action hereunder, and (iii) within 60 days after the notice specified in clause (ii), the Required Creditors Lessor shall not have authorized the Collateral Agent be required to take such action make and the Creditor giving such notice shall not have withdrawn such notice by notice given may specifically disclaim any representation or warranty as to the Collateral Agent and condition of the Equipment or any other Creditorsmatters.

Options to Purchase. (a) After Landlord hereby grants to Tenant the occurrence of a Purchase Option Trigger Event (as defined below)following options provided, in each Bank shall have the case, that Tenant is not in default under this Lease beyond any applicable grace periods: A. The option to purchase all the premises in the event that Landlord is unwilling or unable (but not less for reasons other than allTenant's financial condition or Landlord's inability to obtain mortgage financing satisfactory to Tenant and consistent with the requirements of this Lease) to construct the Additional Building and to lease the Additional Building to Tenant pursuant to Section 11.2 of the outstanding Obligations owed to the Noteholders under each Note Purchase Agreement at this Lease, for a purchase price equal to 100% the sum of: (1) The dollar amount of the amount then outstanding Mortgage Loan balance or balances of loans secured by the Premises (so long as such Obligations loans have been approved and consented to by Tenant) assuming that debt service payments thereon are made on a regular basis as required by the date of purchase (including all interest thereon to the date of purchase), plus an amount equal to the Yield-Maintenance Amount which would be payable under the applicable Note Purchase Agreement if the Senior Notes issued thereunder were prepaid pursuant to the optional prepayment provisions terms of the applicable Note Purchase Agreement loans; plus (2) The greater of: (a) the amount set forth on such date of purchase.EXHIBIT F attached hereto; or (b) After the occurrence "Fair Market Value" as determined below; plus (3) Any costs of a Purchase Option Trigger Event, each Noteholder under a Note Purchase Agreement shall have Landlord associated with the exercise of the option to purchase all by Tenant. Such option shall be exercisable by notice to Landlord given within one hundred twenty (but not less 120) days of notice from Landlord to Tenant that Landlord is unwilling or unable (for reasons other than allTenant's financial condition or Landlord's inability to obtain mortgage financing satisfactory to Tenant and consistent with the requirements of this Lease) of to expand the outstanding Obligations owed to the Banks at a purchase price equal to 100% of the amount thereof on the date of purchase (including all interest thereon to the date of purchase) and all (but not less than all) of the outstanding Obligations owed to the Noteholders under the other Note Purchase Agreement at a purchase price equal to 100% of the amount of such Obligations on the date of purchase (including all interest thereon to the date of purchase), plus an amount equal to the Yield-Maintenance Amount which would be payable under such other Note Purchase Agreement if the Senior Notes issued thereunder were prepaid premises pursuant to the optional prepayment provisions of the applicable Note Purchase Agreement on such date of purchaseSection 11.2. (c) Any Creditor desiring to exercise its B. The option to purchase under this the Premises (which shall include the Additional Building if the option to expand pursuant to Section 15 may do so by giving notice to 11.2 has been exercised), either at the Creditors whose Obligations are to be purchased. The closing expiration of the purchase and sale shall take place on original Term or at any time after the fifth business day after such notice is givenoriginal Term of this Lease provided the Term has been extended pursuant to Section 11.1 hereof. At the closing, the buyer will pay the sellers the purchase price of the Obligations being purchased except that, with respect to the purchase of exposures in respect of outstanding but undrawn Letters of Credit, the purchase shall be a risk participation therein payable at the same time as the related Letters of Credit are drawn. Payment of such purchase price shall be made in the same manner as specified in the applicable Senior Indebtedness Documents. Any notice of exercise of any such Tenant's option to purchase shall be irrevocable. In at the event more than one expiration of the original Term is exercisable by written notice of exercise intention to purchase given on or before the date which is twelve (12) months prior to the expiration of an the original Term. Tenant's option to purchase at any time after the original Term of this Lease may be exercised by written notice of such intention to purchase given at any time after the original Term of this Lease. However, if after giving such required notice the closing date for Tenant's purchase under this Section 15 is givenclause B does not occur prior to the expiration of any applicable Term of this Lease, only as the notice first given case may be, due to Landlord's default, then said Term of this Lease shall be effective and the other notices given extended until such closing date. The purchase price under this subsection shall be ineffective.the sum of: (d1) For The dollar amount of the purposes then outstanding Mortgage Loan balance or balances of this Section 15loans secured by the Premises (so long as such loans have been approved by and consented to by Tenant) including, without limitation, any loan used to finance the Additional Buildings assuming debt service payments thereon are made on a “Purchase Option Trigger Event” shall occur when regular basis as required by the terms of the loans; plus (i2) an Event The lesser of: (a) Six Million Dollars ($6,000,000) compounded annually at a rate of Default has occurred and is continuing, five percent (ii) any Creditor has notified the Collateral Agent and each other Creditor of its desire to direct the Collateral Agent to take action hereunder, and (iii) within 60 days after the notice specified in clause (ii5%), the Required Creditors shall not have authorized the Collateral Agent to take such action and the Creditor giving such notice shall not have withdrawn such notice by notice given to the Collateral Agent and the other Creditors.; or

Options to Purchase. (a1) After the occurrence of a Purchase Option Trigger Event (as defined below)Provided that Lessee is not then in Default, each Bank Lessee shall have the option to purchase purchase, upon the expiration of the twenty-first (21st) quarter of the original term of this Lease (the "Early Termination Date"), all (but not less than all) all of the outstanding Obligations owed Equipment upon the following terms and conditions: If Lessee desires to exercise this option it shall give Lessor written notice of its election to purchase at least thirty (30) days and not more than ninety (90) days before the Early Termination Date with respect to the Noteholders first Equipment Schedule to be executed under this Lease. Such election shall be effective with respect to all Equipment leased under all Equipment Schedules. On the Early Termination Date with respect to each Note Equipment Schedule, Lessee shall pay to Lessor in cash the Purchase Agreement at a purchase price Price for the Equipment so purchased, determined as hereinafter provided. The Purchase Price of the Equipment shall be an amount equal to 100% fifty-nine (59) percent of the amount original Total Invoice Cost of such Obligations the Equipment (as specified on the date Equipment Schedule), together with all taxes and charges upon sale (excluding any taxes calculated on the basis of net income or capital gains to Lessor). Lessor and Lessee agree that the Purchase Price represents a reasonable prediction of the Fair Market Value of the Equipment at the time the option is exercisable. (2) Provided that Lessee is not then in Default, Lessee shall have the option to purchase, upon the expiration of the original term of this Lease, all but not less than all of the Equipment upon the following terms and conditions: If Lessee desires to exercise this option it shall give Lessor written notice of its election to purchase at least one hundred twenty (including all interest thereon 120) days before expiration of the original term of this Lease with respect to the date first Equipment Schedule to be executed under this Lease. Such election shall be effective with respect to all Equipment leased under all Equipment Schedules. Thereafter, Lessee shall engage in negotiations with Lessor to determine the Purchase Price for the Equipment. At the expiration of purchase)the original term of this Lease, plus Lessee shall pay to Lessor in cash the Purchase Price for the Equipment so purchased, determined as hereinafter provided. The Purchase Price of Equipment shall be an amount equal to the Yieldgreater of: (x) thirty-Maintenance Amount which would be payable under five (35) percent of the applicable Note Purchase Agreement if original Total Invoice Cost of the Senior Notes issued thereunder were prepaid Equipment (as specified on the Equipment Schedule), or (y) the Fair Market Value of the Equipment determined pursuant to Section B.(4); together with all taxes and charges upon sale (excluding any taxes calculated on the optional prepayment provisions basis of the applicable Note Purchase Agreement on such date of purchasenet income or capital gains to Lessor). (b3) After the occurrence of a Purchase Option Trigger EventProvided that Lessee is not then in Default, each Noteholder under a Note Purchase Agreement Lessee shall have the option to purchase purchase, upon the expiration of any renewal term of this Lease, all (but not less than all) all of the outstanding Obligations owed Equipment upon the following terms and conditions: If Lessee desires to exercise this option it shall give Lessor written notice of its election to purchase at least one hundred twenty (120) days before expiration of the applicable renewal term of this Lease with respect to the Banks at a purchase price first Equipment Schedule to be executed under this Lease. Such election shall be effective with respect to all Equipment leased under all Equipment Schedules. Thereafter, Lessee shall engage in negotiations with Lessor to determine the Purchase Price for the Equipment. At the expiration of the applicable renewal term of this Lease, Lessee shall pay to Lessor in cash the Purchase Price for the Equipment so purchased, determined as hereinafter provided. The Purchase Price of the Equipment shall be an amount equal to 100% of the amount thereof its then Fair Market Value determined pursuant to Section B.(4), together with all taxes and charges upon sale (excluding any taxes calculated on the date basis of purchase net income or capital gains to Lessor). (including all interest thereon to the date 4) For purposes of purchaseSections B.(2) and all (but not less than all) of the outstanding Obligations owed to the Noteholders under the other Note Purchase Agreement at a purchase price equal to 100% of the amount of such Obligations on the date of purchase (including all interest thereon to the date of purchaseB.(3), plus "Fair Market Value" shall be deemed to be an amount equal to the Yield-Maintenance Amount which would be payable sale price of the Equipment, as installed and in use, obtainable in an arms' length transaction between a willing and informed buyer and a willing and informed seller under such other Note Purchase Agreement if no compulsion to sell (and assuming that, as of the Senior Notes issued thereunder were prepaid date of determination, the Equipment is in at least the condition required by Section 13 of this Lease), determined as follows:. After Lessee provides notice pursuant to Sections B.(2) or B.(3) hereof, the optional prepayment parties shall attempt to agree on the Fair Market Value of the Equipment. In the event Lessor and Lessee are unable to agree within fifty (50) days on such Fair Market Value, then the Fair Market Rental Value shall be determined, at Lessee's expense, by an appraiser (who must be associated with a professional organization of equipment or personal property appraisers, such as the American Society of Appraisers) chosen by Lessee, and the determination of such appraiser shall be binding on the parties hereto. (5) Notwithstanding any election of Lessee to purchase, the provisions of this Lease shall continue in full force and effect until the applicable Note Purchase Agreement on such passage of ownership of the Equipment upon the date of purchase. . On the date of purchase, Lessor shall deliver to Lessee a ▇▇▇▇ of sale transferring and assigning to Lessee without recourse or warranty, except (c) Any Creditor desiring to exercise its option to purchase under this Section 15 may do so by giving notice to the Creditors whose Obligations are to be purchased. The closing of the purchase and sale shall take place on the fifth business day after such notice is given. At the closing, the buyer will pay the sellers the purchase price of the Obligations being purchased except that, with respect to the purchase status of exposures title conveyed) in respect of outstanding but undrawn Letters Lessor's acts, all of CreditLessor's right, title and interest in and to the purchase shall be a risk participation therein payable at the same time as the related Letters of Credit are drawnEquipment. Payment of such purchase price shall be made in the same manner as specified in the applicable Senior Indebtedness Documents. Any notice of exercise of any such option to purchase shall be irrevocable. In the event more than one notice of exercise of an option to purchase under this Section 15 is given, only the notice first given shall be effective and the other notices given shall be ineffective. (d) For the purposes of this Section 15, a “Purchase Option Trigger Event” shall occur when (i) an Event of Default has occurred and is continuing, (ii) any Creditor has notified the Collateral Agent and each other Creditor of its desire to direct the Collateral Agent to take action hereunder, and (iii) within 60 days after the notice specified in clause (ii), the Required Creditors Lessor shall not have authorized the Collateral Agent be required to take such action make and the Creditor giving such notice shall not have withdrawn such notice by notice given may specifically disclaim any representation or warranty as to the Collateral Agent and condition of the Equipment or any other Creditorsmatters.