Common use of Purchase Options Clause in Contracts

Purchase Options. (a) In the event of: (A) the insolvency of the Class B Member, General Cable Corporation, or any relevant Affiliate, or a Material Breach by the Class B Member, General Cable Corporation, or any relevant Affiliate, (B) the occurrence of any Irreconcilable Difference, other than an Irreconcilable Difference under item (i) of the definition of an Irreconcilable Difference (i.e., insolvency or Material Breach of the Class A Member or SpecTran), after one year from the date hereof, or (C) the occurrence of an Event of Withdrawal of the Class B Member other than with the consent of the Class A Member; the Class A Member shall have the option, which must be exercised by the delivery to the Class B Member of written notice of its intent to exercise its option, and by the exercise of such option within sixty (60) days after the occurrence of such Irreconcilable Difference (the "Option Period"), to be assigned all and not less than all of the Interest of the Class B Member at the Option Price. The Option Period will automatically be extended for the period necessary to establish the Option Price. (b) In the event of: (A) the Bankruptcy or insolvency of the Class A Member, SpecTran, or any relevant Affiliate, (B) a Material Breach by the Class A Member, SpecTran or any relevant Affiliate, or (C) the Class A Member's failure to exercise, within the Option Period, its option to acquire an assignment of the Interest of the Class B Member pursuant to Section 10.5(a); the Class B Member shall have the option to acquire an assignment of all and not less than all of the Interest of the Class A Member at the Option Price. Such option must be exercised by the delivery to the Class A Member of written notice of its intent to exercise its option, and by the exercise of such option within thirty (30) days after the Class B Member is notified of its option under this Section 10.5(b) or the expiration of the Option Period.

Purchase Options. (a) In Renewal Option. Not more than 180 days nor less than 150 -------------- days before the event of: (A) the insolvency end of the Class B MemberTerm for an Item of Equipment, General Cable CorporationLessee may (unless otherwise provided in the Lease Supplement covering the relevant Item of Equipment), provided that no Event of Default (or any relevant Affiliateevent which would constitute an Event of Default but for the lapse of time or giving of notice or both) shall have occurred and be continuing and that all Rent then due shall have been paid, or deliver to Lessor an irrevocable written notice electing to renew this Lease for a Material Breach by the Class B MemberRenewal Term, General Cable Corporationfor such Item of Equipment, or any relevant Affiliateas is specified in such notice for a Basic Rent equal, (B) the occurrence of any Irreconcilable Differenceat Lessee's option, other than an Irreconcilable Difference under item to (i) for the first Renewal Term for such Item of Equipment the definition of an Irreconcilable Difference Fixed Price Renewal Rent, (i.e., insolvency or Material Breach of the Class A Member or SpecTranif any), after one year from the date hereof, or (Cii) the occurrence of an Event of Withdrawal of the Class B Member other than with the consent of the Class A Member; the Class A Member shall have the option, which must be exercised by the delivery to the Class B Member of written notice of its intent to exercise its option, and by the exercise then Fair Market Rental Value of such option within sixty (60) days after the occurrence of such Irreconcilable Difference Equipment, (the "Option PeriodRenewal Rent"), for such renewal term as is specified in such notice, which renewal term (in each case, unless otherwise specified) must have a duration of at least one year; provided, -------- however, that the cumulative total of Renewal Terms based on the Fair Market ------- Rental Value of the Equipment shall not exceed the "Fair Market Maximum Renewal Period" specified in the Lease Supplement covering the Item of Equipment as to which this Lease is being renewed. If no such written notice is delivered by Lessee to Lessor on or before said 150th day, Lessee shall be deemed to have waived any right to renew this Lease with respect to the Equipment whose Term is so scheduled to end. At the end of the Basic Lease Term or any Renewal Term for an Item of Equipment, if Lessee has elected to renew this Lease with respect to such Item of Equipment and provided that all necessary governmental authorizations and approvals, if any, shall have been received, this Lease and all of its provisions shall continue in full force and effect during such Renewal Term, for the Equipment covered by such Renewal Term, except that (i) Lessee shall pay Lessor Basic Rent in lawful currency of the United States of America for such Equipment during such Renewal Term in an amount equal to the Renewal Rent for such Renewal Term determined as aforesaid, which Basic Rent shall be payable on each Lease Payment Date occurring after the first day of such Renewal Term for the Lease Period which preceded it and on the last day of such Renewal Term (any Basic Rent payable on the last day of such Renewal Term to be assigned all and not in an amount equal to the appropriate pro rata amount of the Basic Rent payable in respect of a Lease Period during such Renewal Term if such Basic Rent is payable in respect of a period that is less than all six months long) and (ii) the Stipulated Loss Value applicable during such Renewal Term shall be determined by agreement of Lessor and Lessee within 20 days of receipt by Lessor of Lessee's notice to renew; during the 20-day period, the parties agree to negotiate in good faith to agree upon the Stipulated Loss Value Schedule to apply during such Renewal Term and should include compensation to Lessor for loss of the Interest Fair Market Sales Value, recapture of tax benefits, recovery of transaction costs and expenses, and an appropriate premium representing Lessee's upside; provided that, such, ------------- Stipulated Loss Values shall not exceed the Stipulated Loss Value as of the Class B Member at the Option Price. The Option Period will automatically be extended for the period necessary to establish the Option Price. (b) In the event of: (A) the Bankruptcy or insolvency last day of the Class A MemberBasic Lease Term, SpecTran, or any relevant Affiliate, (B) a Material Breach by the Class A Member, SpecTran or any relevant Affiliate, or (C) the Class A Member's failure to exercise, within the Option Period, its option to acquire an assignment plus 3% of the Interest of the Class B Member pursuant to Section 10.5(a); the Class B Member shall have the option to acquire an assignment of all and not less than all of the Interest of the Class A Member at the Option Price. Such option must be exercised by the delivery to the Class A Member of written notice of its intent to exercise its option, and by the exercise of such option within thirty (30) days after the Class B Member is notified of its option under this Section 10.5(b) or the expiration of the Option Periodoriginal Equipment Cost.

Purchase Options. (a) In Subject to Section 5.07(f) below, in the event of: that a Purchase Option Event (Aother than a Purchase Option Event described in clause (viii) the insolvency of the Class B Memberdefinition thereof) shall occur, General Cable CorporationAssignee shall have the right, but not the obligation (the "Assignee Option Repurchase"), exercisable within one hundred five (105) days with respect to a Purchase Option Event other than a Funding Termination Event and one hundred ninety-five (195) days with respect to a Funding Termination Event of the type described in clauses (i) or any relevant Affiliate(ii) of the definition thereof, or a Material Breach by following the Class B Member, General Cable Corporation, or any relevant Affiliate, later of (Bx) the occurrence of any Irreconcilable Difference, other than an Irreconcilable Difference under item (i) of the definition of an Irreconcilable Difference (i.e., insolvency or Material Breach of the Class A Member or SpecTran), after one year from the date hereof, a Purchase Option Event or (Cy) the occurrence of an Event of Withdrawal of the Class B Member other than with the consent of the Class A Member; the Class A Member shall have the option, which must be exercised by the delivery to the Class B Member Assignee's receipt of written notice from Assignor or Ortec of its intent to exercise its option, and by the exercise of such option within sixty (60) days after the occurrence of such Irreconcilable Difference Purchase Option Event (the "Purchase Option Exercise Period"), to be assigned all and not less than all require Assignor to repurchase from Assignee the Assigned Interests for a repurchase price equal to (i) if the Purchase Option Event occurs on or prior to the first anniversary of the Interest Closing Date, an amount equal to [***] percent of the Class B Member Aggregate Purchase Price that has been paid by Assignee to Assignor as of the date that Assignor pays such amount to Assignee; and (ii) if the Purchase Option Event occurs after the date that is twelve (12) months following the Closing Date, an amount equal to the Put Option Exercise Price (the "Repurchase Price"). In the event that Assignee elects to exercise its right as provided in the immediately preceding sentence, then Assignor shall, within forty-five (45) days following Assignor's receipt of Assignee's repurchase election notice (the "Repurchase Period"), repurchase from Assignee the Assigned Interests at the Option Repurchase Price. The Option Period will automatically , the payment of which shall be extended for the period necessary made by wire transfer, in immediately available funds, to establish the Option PriceAssignee's Account designated by Assignee in such election notice. (b) In the event of: (A) the Bankruptcy that Ortec enters into a License Agreement or insolvency of the Class A Member, SpecTranDistribution Agreement, or any relevant Affiliatesuch License Agreement or Distribution Agreement is amended (including but not limited to under Section 6.03(c) of the Management Agreement), pursuant to which the rate of royalties or other similar payments to be derived therefrom shall be equal to a percentage rate which is less than two times the product of (B) a Material Breach by the Class A Member, SpecTran or any relevant Affiliate, or (Cx) the Class A Member's failure to exercise, within the Option Period, its option to acquire an assignment greater of the Interest Applicable Percentage in effect at the date of the Class B Member pursuant commencement of such License Agreement or five percent (5%) times (y) 2.25, then Assignee shall have the right to require Assignor to repurchase from Assignee the Assigned Interests at the Repurchase Price; provided, however, that if the Licensee or Distribution Party that is party to such License Agreement or Distribution Agreement, as applicable, offers to assume Assignor's Obligations under this Agreement, Assignee may, but shall not be obligated to, agree to such assumption, thereby (if Assignee does agree in writing to such assumption) waiving its right to compel a repurchase by Assignor of the Assigned Interests at the Repurchase Price under Section 10.5(a5.07(a); . (c) In the Class B Member event that a Call Option Event shall occur, Assignor shall have the option ("Assignor Option Repurchase") to acquire repurchase the Assigned Interests for a repurchase price ("Assignor Option Repurchase Price") equal to the greater of (i) an assignment amount equal to [***] times the Aggregate Purchase Price that has been paid by Assignee to Assignor as of the date that Assignor pays its option and (ii) an amount which, after taking into account all other cash inflows derived from the Assigned Interests actually received by Assignee therefor hereunder, and not taking into account the timing and the amount of the cash outflows in the form of an Assigned Interest Closing Payment, will result in such cash flows yielding a [***] internal rate of return on investment to Assignee, but in no event shall such amount be less than all $1.00. Payment of the Interest Assignor Option Repurchase Price shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee in such election notice. (d) In connection with the consummation of an Assignee Option Repurchase or Assignor Option Repurchase pursuant to subparagraphs (a), (b) and (c) above (a "Repurchase Event"), Assignee agrees that it will (i) promptly execute and deliver to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on the collateral and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (e) Assignee's failure to exercise the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignee from exercising the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b). (f) In the event that a Purchase Option Event described in clause (viii) of the Class A Member at definition thereof shall occur, Assignee shall be deemed to have automatically exercised an Assignee Option Repurchase on the date on which such Purchase Option Price. Such option must be exercised by the delivery Event occurred unless Assignee otherwise waives in writing its right to the Class A Member exercise an Assignee Option Repurchase within ten (10) days following Assignee's receipt of written notice from Ortec of its intent to exercise its option, and by the exercise occurrence of such option within thirty Purchase Option Event. The forty-five (3045) days after day Repurchase Period for the Class B Member is notified of its option under this Section 10.5(b) or the expiration repurchase from Assignee of the Assigned Interests at the Repurchase Price applicable to such automatic exercise shall commence on the date on which such Purchase Option PeriodEvent occurred or, if Assignee otherwise elects by written notice to Ortec, the date of Assignee's receipt of written notice from Ortec of the occurrence of such Purchase Option Event.

Purchase Options. (a) In the event of: (A) that a Purchase Option Event shall occur during the insolvency of Term, the Class B Member, General Cable Corporation, or any relevant Affiliate, or a Material Breach by the Class B Member, General Cable Corporation, or any relevant Affiliate, (B) the occurrence of any Irreconcilable Difference, other than an Irreconcilable Difference under item (i) of the definition of an Irreconcilable Difference (i.e., insolvency or Material Breach of the Class A Member or SpecTran), after one year from the date hereof, or (C) the occurrence of an Event of Withdrawal of the Class B Member other than with the consent of the Class A Member; the Class A Member Assignee shall have the optionright, which must be exercised by but not the delivery to the Class B Member of written notice of its intent to exercise its option, and by the exercise of such option within sixty (60) days after the occurrence of such Irreconcilable Difference obligation (the "Assignee -------- Option Repurchase"), exercisable within *** days of its receipt of written ----------------- notice from the Assignor of the Purchase Option Event (the "Purchase Option --------------- Exercise Period"), to be assigned require the Assignor to repurchase from the Assignee the --------------- Assigned Interests for a repurchase price equal to an amount such that the amount of such repurchase price, together with all amounts paid to Assignee in respect of the Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned by the Assignor pursuant to Section 2.02(c) and all amounts payable in respect of Net Sales) and not less than all repaid by Assignee to Assignor, discounted annually at the Applicable Discount Rate to the date or dates on which the Aggregate Purchase Price or installments thereof were paid to Assignor, equals the Aggregate Purchase Price (the "Assignee Option Repurchase Price"); provided, however, that if the event -------------------------------- constituting a exercised the Assignor Option Repurchase, the Purchase Option Exercise Period shall be *** days from the day of receipt by the Assignee of notice of Assignor's election to exercise the Assignor Option Repurchase. If each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Interest Assignor Option Repurchase Price and the Assignee Option Repurchase Price. If the applicable repurchase price payable under this Section 5.07(a) is equal to the Assignee Option Repurchase Price, then Assignor shall, within *** days following the Assignor's receipt of the Class B Member Assignee's repurchase election notice, repurchase from the Assignee the Assigned Interests at the Assignee Option Repurchase Price the payment of which shall be made by wire transfer, in immediately available funds, to the Assignee's Account designated by the Assignee in such election notice. If the applicable repurchase price payable under this Section 5.07(a) is equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. The , then the Assignor shall within *** days following the consummation of the Purchase Option Period will automatically be extended for Event, repurchase from the period necessary Assignee the Assigned Interests at a price equal to establish the average of the Assignee Option PriceRepurchase Price and the Assignor Option Repurchase Option. (b) [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. (c) In the event of: (A) the Bankruptcy or insolvency of the Class A Memberthat a Call Option Event shall occur, SpecTran, or any relevant Affiliate, (B) a Material Breach by the Class A Member, SpecTran or any relevant Affiliate, or (C) the Class A Member's failure to exercise, within the Option Period, its option to acquire an assignment of the Interest of the Class B Member pursuant to Section 10.5(a); the Class B Member then Assignor shall have the option ("Assignor Option Repurchase"), to acquire an assignment repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal to -------------------------------- to *** less any amounts received by Assignee pursuant to Section 5.07(d), Advance Payment Amounts for the Fiscal Year in which the Call Option Event occurs, and any outstanding credits earned pursuant to Section 2.02(c); provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each of all Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period of a separate, prior Purchase Option Event that did not also constitute the Call Option Event at issue, and (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the contrary, the repurchase price shall equal the greater of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. In order to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than all *** days prior to the date of the Interest Call Option Event. Assignor shall, within *** days following the consummation of the Class A Member Call Option Event, repurchase from the Assignee the Assigned Interests at the Assignor Option Repurchase Price, the Assignee Option Repurchase Price or the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, as applicable, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee. (d) In the event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (other than a license for the use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, or enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, (x) Assignor shall have the option (the "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** and (y) Assignee shall have the option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Such option must be exercised by Orthovita [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the delivery to the Class A Member of Securities and Exchange Commission. or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its intent interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita). In order to exercise its optionthe Assignee RHAKOSS Repurchase Option, and by the exercise Assignee must deliver notice of such option exercise to Orthovita within thirty *** Business Days after receipt of the Proposed Transfer Notice. (30e) days after In connection with the Class B Member is notified consummation of its option under this Section 10.5(ban Assignee Option Repurchase, Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option or Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (c) or (d) above (a "Repurchase Event"), Assignee agrees that it will (i) promptly execute ---------------- and deliver to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on the expiration Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d), the Collateral released will only relate to RHAKOSS and sales thereof) and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (f) Assignee's failure to exercise the Assignee Option PeriodRepurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignee from exercising the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b).

Purchase Options. (a) In 7.1 On or after the event of: (A) occurrence and during the insolvency continuance of a Revolving Event of Default and the acceleration of the Class B MemberRevolving Debt, General Cable Corporation, or any relevant Affiliate, or a Material Breach the Person(s) designated by the Class B Member, General Cable Corporation, or any relevant Affiliate, Note Collateral Agent (Bthe “ Designated Note Purchaser(s) the occurrence of any Irreconcilable Difference, other than an Irreconcilable Difference under item (i”) of the definition of an Irreconcilable Difference (i.e., insolvency or Material Breach of the Class A Member or SpecTran), after one year from the date hereof, or (C) the occurrence of an Event of Withdrawal of the Class B Member other than with the consent of the Class A Member; the Class A Member shall have the option, which must be exercised by written notice from the Note Collateral Agent to the Revolving Credit Agent, to purchase all of the Revolving Debt (including the Revolving Lenders’ collateral interest in the Collateral). On the date specified by the delivery Note Collateral Agent in such notice (which may not be later than the Business Day prior to the Class B Member date of written notice commencement of the sale or other liquidation of the Collateral of which the Note Collateral Agent shall have been given no less than ten (10) days prior notice), the Revolving Lenders shall sell to the Designated Note Purchaser(s) such Revolving Debt. Upon the date of such purchase and sale, the Designated Note Purchaser(s) shall (a) pay to Revolving Credit Agent, for its intent to exercise its optionaccount and the account of the Revolving Secured Parties, as the purchase price therefor the full amount of all such Revolving Debt (exclusive of Letter of Credit Outstandings) then outstanding and unpaid (including principal, interest, fees, indemnities, and expenses, including reasonable attorneys’ fees and legal expenses), and (b) in connection therewith furnish the Revolving Loan Agent with cash collateral in an amount equal to 103% of the maximum amount available to be drawn under outstanding Letters of Credit (as defined in the Revolving Loan Agreements). Such purchase shall be expressly made without representation or warranty of any kind by the exercise Revolving Credit Agent or the Revolving Secured Parties and without recourse to the Revolving Credit Agent or the Revolving Secured Parties, except that Revolving Lenders shall represent and warrant: (a) that the Revolving Lenders own the Revolving Debt free and clear of such option within sixty any Liens or encumbrances, (60b) days after the occurrence Revolving Lenders have the right to assign the Revolving Debt, and (c) the assignment is duly authorized, executed and delivered. Any cash collateral furnished for outstanding letters of such Irreconcilable Difference (the "Option Period"), credit which is not required to be assigned all utilized to reimburse the Revolving Lenders for any drawings thereunder and fees and expenses associated therewith shall be returned to the Note Collateral Agent upon the expiration or cancellation of each such letter of credit or after each such letter of credit is fully drawn. The obligations of the Revolving Lenders to sell their respective Revolving Debt under this Section 7.1 are several and not joint, and if any Revolving Lender breaches its obligations to sell its Revolving Debt, the Designated Note Purchaser(s) may (but shall not be obligated to) purchase the Revolving Debt of the other Revolving Lenders; it being acknowledged that nothing in this Section 7.1 shall require the Designated Note Purchaser(s) to purchase less than all of the Interest of the Class B Member at the Option Price. The Option Period will automatically be extended for the period necessary to establish the Option PriceRevolving Debt. (b) In the event of: (A) the Bankruptcy or insolvency of the Class A Member, SpecTran, or any relevant Affiliate, (B) a Material Breach by the Class A Member, SpecTran or any relevant Affiliate, or (C) the Class A Member's failure to exercise, within the Option Period, its option to acquire an assignment of the Interest of the Class B Member pursuant to Section 10.5(a); the Class B Member shall have the option to acquire an assignment of all and not less than all of the Interest of the Class A Member at the Option Price. Such option must be exercised by the delivery to the Class A Member of written notice of its intent to exercise its option, and by the exercise of such option within thirty (30) days after the Class B Member is notified of its option under this Section 10.5(b) or the expiration of the Option Period.

Purchase Options. (a) Subject to Section 5.07(a)(ii), in the event that a Purchase Option Event shall occur, Assignee shall have the right, but not the obligation (the “Assignee Repurchase Option”), exercisable from the date of the Purchase Option Event (whether or not Company gives notice thereof) through the date ****** days after Assignee’s receipt of written notice from Company of the Purchase Option Event, to require Company to repurchase from Assignee the Assigned Interests by providing a written notice to Company exercising such right. (i) The purchase price payable by Company in the event of an Assignee Repurchase Option (the “Assignee Repurchase Option Price”) shall be calculated as follows: (A) for any Assignee Repurchase Option arising as a result of a Purchase Option Event described in clauses (i) through (vi) and clause (vii)(D) thereof, the Assignee Repurchase Option Price shall equal the greater of (I) two hundred percent (200%) of the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03; or, (II) an amount sufficient to provide an IRR of twenty-five percent (25%) on the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03; or, (B) for any Assignee Repurchase Option arising as a result of a Purchase Option Event described in clause (vii)(A)-(C) and (E) thereof, the Assignee Repurchase Option Price shall equal in each case as of the date of payment of the Assignee Repurchase Option Price: (I) On of before December 31, 2010, the greater of (a) one hundred ten percent (110%) of the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03; or, (b) an amount sufficient to provide an IRR of ten percent (10%) on the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03; or, (II) Following December 31, 2010 through the end of the Term, the greater of (a) one hundred fifty percent (150%) of the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03; or, (b) an amount sufficient to provide and IRR of fifteen percent (15%) on the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03; in each case as of the date of payment of the Assignee Repurchase Option Price (ii) With respect to any Assignee Repurchase Option arising as a result of a Purchase Option Event described in clause (vii)(A)-(C) or (E) thereof, Company shall have the right, but not the obligation, exercisable by providing written notice to Assignee within ****** Days following its receipt of written notice from Assignee of such Assignee Repurchase Option, to avoid payment of the Assignee Repurchase Option Price due under Section 5.07(a)(i)(B) above by (x) providing a written notice to Assignee that Company intends to make an Initial Make Whole Payment at the end of the calendar year in which such Purchase Option Event occurred and (y) within ****** days after the end of such calendar year, paying to Assignee by wire transfer of immediately available funds directly to Assignee’s Account an amount equal to the Initial Make Whole Payment, together with a notice setting out the calculation of such amount. In addition, Company shall be permitted to avoid payment of the Assignee Repurchase Option Price in further consecutive calendar years in which there is a Make Whole Payment greater than zero, by paying any Further Make Whole Payments to be made by wire transfer of immediately available funds directly to Assignee’s Account, and providing a written notice setting out the calculation of such amount, no later than within ****** days after the end of any calendar year in which there is a Further Make Whole Payment greater than zero, for each calendar year through the end of the Term unless either (X) in any two consecutive calendar years (but not including calendar year 2007), the total Make Whole Payments equal or exceed fifty percent (50%) of the Applicable Percentage of the Projected Program Revenues in each of such two (2) consecutive calendar years, (Y) in any three (3) consecutive calendar years (but not including calendar year 2007), the total Make Whole Payments equal or exceed thirty-three percent (33%) of the Applicable Percentage of the Projected Program Revenues in each of such three (3) consecutive calendar years, ******, or (Z) ******, in each of which cases, at the end of the calendar year in which the final such Make Whole Payment would be due, Company shall be required to repurchase from Assignee the Assigned Interests at the Assignee Repurchase Option Price. Notwithstanding anything to the contrary set forth in this Section 5.07(a)(ii), (A) in the event the actual amounts otherwise received by Assignee related to the Assigned Interests for any calendar year for which a Make Whole Payment is to be calculated exceeds the Applicable Percentage of the Projected Program Revenues for such calendar year, the Make Whole Payment for such period shall be zero; and (B) regardless of whether Company makes a Make Whole Payment hereunder, neither the Make Whole Payment mechanisms set forth herein nor the payment of any such Make Whole Payment shall be deemed to be Assignee’s sole remedy hereunder, or to operate as a waiver of any right including with respect to any uncured breach, and Assignee shall have the right to pursue any other remedies available at law or equity with respect to any breach or default hereunder (provided that any amounts payable to Assignee in connection with its pursuit of such remedies shall be reduced by the amount of any applicable Make Whole Payment). Following the end of the calendar year in which the final Make Whole Payment permitted hereunder is made, or following any failure by Company to make a Make Whole Payment when due, with respect to any Assignee Repurchase Option arising as a result of a Purchase Option Event described in clause (vii)(A)-(C) or (E) thereof, including any continuing uncured Purchase Option Event, Company shall be required to repurchase from Assignee the Assigned Interests at the Assignee Repurchase Option Price. For the avoidance of doubt, (i) no Make Whole Payment shall ever be required to be made by Assignee to Company and (ii) upon receipt of a written notice that Company intends to make an Initial Make Whole Payment, Assignee shall be precluded from exercising its right to require an Assignee Repurchase Option arising as a result of any Purchase Option Event described in clause (vii)(A)-(C) or (E) thereof for the calendar year in which such notice falls and, thereafter, in the event Company makes the Initial Make Whole Payment and for so long as the Company makes Further Make Whole Payments to the extent permitted herein. (iii) In the event of: that Assignee elects to exercise its rights to require an Assignee Repurchase Option, then Company shall, within ****** days following Company’s receipt of Assignee’s repurchase election notice if the Assignee Repurchase Option is based on a Purchase Option Event described in clauses (iii), (iv), (v), or (vi) thereof and otherwise within ****** days following Company’s receipt of Assignee’s repurchase election notice (unless Company elects to make and does make the Make Whole Payment(s) as described in Section 5.07(a)(ii) with respect to any Assignee Repurchase Option arising as a result of a Purchase Option Event described in clause (vii)(A)-(C) or(E) thereof), repurchase from Assignee the Assigned Interests at the Assignee Repurchase Option Price, the payment of which shall be made by wire transfer, in immediately available funds, to Assignee’s Account designated by Assignee in such election notice. Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event or a Notice Event, Assignee shall be deemed to have automatically and simultaneously elected to have Company repurchase from Assignee the Assigned Interests for the Assignees Option Repurchase Price and Assignee Repurchase Option Price shall be immediately due and payable without any further action or notice by any party, with no right by Company to avoid such Assignee Repurchase Option by making the Make Whole Payment(s) described in Section 5.07(a)(ii). (iv) An example of a Make Whole Payment timing as set forth on Exhibit A. (b) Company may, at its election, at any time repurchase all, but not less than all, of the Assigned Interests (a “Call”) for a repurchase price equal to (i) until the second anniversary of the Closing Date, one hundred seventy-five percent (175%) of the Purchase Price (including any Performance Payment paid by Assignee) made pursuant to Section 2.03 or (ii) thereafter, the greater of (A) the insolvency two hundred percent (200%) of the Class B Member, General Cable Corporation, Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03 or any relevant Affiliate, or a Material Breach by the Class B Member, General Cable Corporation, or any relevant Affiliate, (B) an amount sufficient to provide an IRR of twenty five percent (25%) on the occurrence of any Irreconcilable Difference, other than an Irreconcilable Difference under item (i) amount of the definition of an Irreconcilable Difference Purchase Price (i.e.including any Performance Payment paid by Assignee) paid pursuant to Section 2.03 (the “Call Price”), insolvency or Material Breach in each case calculated as of the Class A Member or SpecTran), after one year from the date hereof, or (C) the occurrence of an Event of Withdrawal payment of the Class B Member other than with the consent of the Class A Member; the Class A Member shall have the option, which must be exercised by the delivery to the Class B Member of written notice of its intent to exercise its option, and by the exercise of such option within sixty (60) days after the occurrence of such Irreconcilable Difference (the "Option Period"), to be assigned all and not less than all of the Interest of the Class B Member at the Option Price. The Option Period will automatically be extended for the period necessary to establish the Option Call Price. (c) The Assignee Repurchase Option Price and the Call Price (collectively, the “Repurchase Price”) shall, in each case, be reduced by the sum of the total payments received and retained by Assignee under Section 2.02 and Section 5.07(a)(ii). (d) In connection with the consummation of an Assignee Repurchase Option or a Call pursuant to subparagraphs (a) and (b) In the event of: above (Aeach, a “Repurchase Event”), Assignee agrees that it will (i) the Bankruptcy or insolvency of the Class A Member, SpecTranpromptly execute and deliver to Company such UCC termination statements and other documents as may be necessary to release, or any relevant Affiliateevidence the relative ranking of, Assignee’s Lien on the Collateral and otherwise give effect to such Repurchase Event and (Bii) a Material Breach by take such other action or provide such other assistance as may be necessary to give effect to the Class A Member, SpecTran or any relevant Affiliate, or Repurchase Event. (Ce) the Class A Member's Assignee’s failure to exercise, within exercise the Assignee Repurchase Option Period, its option to acquire an assignment under Section 5.07(a) upon the occurrence of a Purchase Option Event shall not preclude Assignee from exercising the Interest Assignee Repurchase Option under Section 5.07(a) upon the occurrence of the Class B Member pursuant to Section 10.5(a); the Class B Member shall have the option to acquire an assignment of all and not less than all of the Interest of the Class A Member at the a subsequent Purchase Option Price. Such option must be exercised by the delivery to the Class A Member of written notice of its intent to exercise its option, and by the exercise of such option within thirty (30) days after the Class B Member is notified of its option under this Section 10.5(b) or the expiration of the Option PeriodEvent.

Purchase Options. (a) In the event of: (A) that a Purchase Option Event shall occur during the insolvency of Term, the Class B Member, General Cable Corporation, or any relevant Affiliate, or a Material Breach by the Class B Member, General Cable Corporation, or any relevant Affiliate, (B) the occurrence of any Irreconcilable Difference, other than an Irreconcilable Difference under item (i) of the definition of an Irreconcilable Difference (i.e., insolvency or Material Breach of the Class A Member or SpecTran), after one year from the date hereof, or (C) the occurrence of an Event of Withdrawal of the Class B Member other than with the consent of the Class A Member; the Class A Member Assignee shall have the optionright, which must be exercised by but not the delivery to obligation (the Class B Member "Assignee Option Repurchase"), exercisable within *** days of its receipt of written notice from the Assignor of its intent to exercise its option, and by the exercise of such option within sixty (60) days after the occurrence of such Irreconcilable Difference Purchase Option Event (the "Purchase Option Exercise Period"), to be assigned require the Assignor to repurchase from the Assignee the Assigned Interests for a repurchase price equal to an amount such that the amount of such repurchase price, together with all amounts paid to Assignee in respect of the Assigned Interests (including, without limitation, amounts paid under Section 5.07(d), Advance Payment Amounts, credits earned by the Assignor pursuant to Section 2.02(c) and all amounts payable in respect of Net Sales) and not less than all repaid by Assignee to Assignor, discounted annually at the Applicable Discount Rate to the date or dates on which the Aggregate Purchase Price or installments thereof were paid to Assignor, equals the Aggregate Purchase Price (the "Assignee Option Repurchase Price"); provided, however, that if the event constituting a Purchase Option Event also constitutes a Call Option Event and Assignor has exercised the Assignor Option Repurchase, the Purchase Option Exercise Period shall be *** days from the day of receipt by the Assignee of notice of Assignor's election to exercise the Assignor Option Repurchase. If each of Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Interest Assignor Option Repurchase Price and the Assignee Option Repurchase Price. If the applicable repurchase price payable under this Section 5.07(a) is equal to the Assignee Option Repurchase Price, then Assignor shall, within *** days following the Assignor's receipt of the Class B Member Assignee's repurchase election notice, repurchase from the Assignee the Assigned Interests at the Assignee Option PriceRepurchase Price the payment of which shall be made by wire transfer, in immediately available funds, to the Assignee's Account designated by the Assignee in such election notice. If the applicable repurchase price payable under this Section 5.07(a) is equal to the average of the Assignee Option Repurchase Price and the Assignor Option [***] We are seeking confidential treatment of these terms, which have been omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. Repurchase Price, then the Assignor shall within *** days following the consummation of the Purchase Option Period will automatically be extended for Event, repurchase from the period necessary Assignee the Assigned Interests at a price equal to establish the average of the Assignee Option PriceRepurchase Price and the Assignor Option Repurchase Option. (bc) In the event of: (A) the Bankruptcy or insolvency of the Class A Memberthat a Call Option Event shall occur, SpecTran, or any relevant Affiliate, (B) a Material Breach by the Class A Member, SpecTran or any relevant Affiliate, or (C) the Class A Member's failure to exercise, within the Option Period, its option to acquire an assignment of the Interest of the Class B Member pursuant to Section 10.5(a); the Class B Member then Assignor shall have the option ("Assignor Option Repurchase"), to acquire an assignment repurchase the Assigned Interests for a repurchase price ("Assignor Option Repurchase Price") equal to *** less any amounts received by Assignee pursuant to Section 5.07(d), Advance Payment Amounts for the Fiscal Year in which the Call Option Event occurs, and any outstanding credits earned pursuant to Section 2.02(c); provided, however, that if the event constituting a Call Option Event also constitutes a Purchase Option Event, and each of all Assignee and Assignor exercise the Assignee Option Repurchase and the Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Assignor Option Repurchase Price and the Assignee Option Repurchase Price; provided, further, that if (i) the Call Option Event that results in the Assignor exercising the Assignor Option Repurchase occurs during the Purchase Option Exercise Period of a separate, prior Purchase Option Event that did not also constitute the Call Option Event at issue, and (ii) Assignee exercises its Assignee Option Repurchase in respect thereof within *** days of receipt of notice of the exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the contrary, the repurchase price shall equal the greater of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price. In order to exercise the Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Assigned Interests not less than all *** days prior to the date of the Interest Call Option Event. Assignor shall, within *** days following the consummation of the Class A Member Call Option Event, repurchase from the Assignee the Assigned Interests at the Assignor Option Repurchase Price, the Assignee Option Repurchase Price or the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Price, as applicable, payment of which shall be made by wire transfer of immediately available funds to Assignee's Account designated by Assignee. (d) In the event Assignor or Orthovita licenses a substantial majority of their respective rights to distribute RHAKOSS or use the Proprietary Technology related to RHAKOSS (other than a license for the use of the Proprietary Technology related to RHAKOSS outside the Field of Use) in either Europe or North America, or Transfers all or a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, or [***] We are seeking confidential treatment of these terms, which have been omitted. Such The confidential portion has been filed separately with the Securities and Exchange Commission. enters into a co-promotion arrangement that constitutes a Transfer or license of a substantial majority of any of their respective rights in RHAKOSS in either Europe or North America, (x) Assignor shall have the option must be exercised by (the delivery "Assignor RHAKOSS Repurchase Option") to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to *** and (y) Assignee shall have the Class A Member option (the "Assignee RHAKOSS Repurchase Option) to require the Assignor to repurchase Assignee's right to receive payments hereunder in respect of Net Sales of RHAKOSS for a repurchase price equal to ***. Orthovita or Assignor, as applicable, shall provide Assignee with at least 20 days prior written notice of a proposed Transfer of all or a substantial majority of its intent interest in RHAKOSS in *** (the "Proposed Transfer Notice," which notice shall be deemed "Confidential Information" if such proposed Transfer has not been publicly disclosed by Orthovita). In order to exercise its optionthe Assignee RHAKOSS Repurchase Option, and by the exercise Assignee must deliver notice of such option exercise to Orthovita within thirty *** Business Days after receipt of the Proposed Transfer Notice. (30e) days after In connection with the Class B Member is notified consummation of its option under this Section 10.5(ban Assignee Option Repurchase, Assignor Option Repurchase, Assignor RHAKOSS Repurchase Option or Assignee RHAKOSS Repurchase Option pursuant to subparagraphs (a), (c) or (d) above (a "Repurchase Event"), Assignee agrees that it will (i) promptly execute and deliver to Assignor such UCC termination statements and other documents as may be necessary to release Assignee's Lien on the expiration Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d), the Collateral released will only relate to RHAKOSS and sales thereof) and otherwise give effect to such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary to give effect to the Repurchase Event. (f) Assignee's failure to exercise the Assignee Option PeriodRepurchase under Section 5.07(a) and/or (b) upon the occurrence of a Purchase Option Event or an event described in Section 5.07(b) shall not preclude Assignee from exercising the Assignee Option Repurchase under Section 5.07(a) and/or (b) upon the occurrence of a subsequent Purchase Option Event or a subsequent event described in Section 5.07(b).

Purchase Options. (a) In 7.1 On or after the event of: (A) occurrence and during the insolvency continuance of a Revolving Event of Default and the acceleration of the Class B MemberRevolving Debt, General Cable Corporation, or any relevant Affiliate, or a Material Breach the Person(s) designated by the Class B Member, General Cable Corporation, or any relevant Affiliate, Note Collateral Agent (Bthe “Designated Note Purchaser(s)”) the occurrence of any Irreconcilable Difference, other than an Irreconcilable Difference under item (i) of the definition of an Irreconcilable Difference (i.e., insolvency or Material Breach of the Class A Member or SpecTran), after one year from the date hereof, or (C) the occurrence of an Event of Withdrawal of the Class B Member other than with the consent of the Class A Member; the Class A Member shall have the option, which must be exercised by written notice from the Note Collateral Agent to the Revolving Credit Agent, to purchase all of the Revolving Debt (including the Revolving Lenders’ collateral interest in the Collateral). On the date specified by the delivery Note Collateral Agent in such notice (which may not be later than the Business Day prior to the Class B Member date of written notice commencement of the sale or other liquidation of the Collateral of which the Note Collateral Agent shall have been given no less than ten (10) days prior notice), the Revolving Lenders shall sell to the Designated Note Purchaser(s) such Revolving Debt. Upon the date of such purchase and sale, the Designated Note Purchaser(s) shall (a) pay to Revolving Credit Agent, for its intent to exercise its optionaccount and the account of the Revolving Secured Parties, as the purchase price therefor the full amount of all such Revolving Debt (exclusive of Letter of Credit Outstandings) then outstanding and unpaid (including principal, interest, fees, indemnities, and expenses, including reasonable attorneys’ fees and legal expenses), and (b) in connection therewith furnish the Revolving Loan Agent with cash collateral in an amount equal to 103% of the maximum amount available to be drawn under outstanding Letters of Credit (as defined in the Revolving Loan Agreements). Such purchase shall be expressly made without representation or warranty of any kind by the exercise Revolving Credit Agent or the Revolving Secured Parties and without recourse to the Revolving Credit Agent or the Revolving Secured Parties, except that Revolving Lenders shall represent and warrant: (a) that the Revolving Lenders own the Revolving Debt free and clear of such option within sixty any Liens or encumbrances, (60b) days after the occurrence Revolving Lenders have the right to assign the Revolving Debt, and (c) the assignment is duly authorized, executed and delivered. Any cash collateral furnished for outstanding letters of such Irreconcilable Difference (the "Option Period"), credit which is not required to be assigned all utilized to reimburse the Revolving Lenders for any drawings thereunder and fees and expenses associated therewith shall be returned to the Note Collateral Agent upon the expiration or cancellation of each such letter of credit or after each such letter of credit is fully drawn. The obligations of the Revolving Lenders to sell their respective Revolving Debt under this Section 7.1 are several and not joint, and if any Revolving Lender breaches its obligations to sell its Revolving Debt, the Designated Note Purchaser(s) may (but shall not be obligated to) purchase the Revolving Debt of the other Revolving Lenders; it being acknowledged that nothing in this Section 7.1 shall require the Designated Note Purchaser(s) to purchase less than all of the Interest of the Class B Member at the Option Price. The Option Period will automatically be extended for the period necessary to establish the Option PriceRevolving Debt. (b) In the event of: (A) the Bankruptcy or insolvency of the Class A Member, SpecTran, or any relevant Affiliate, (B) a Material Breach by the Class A Member, SpecTran or any relevant Affiliate, or (C) the Class A Member's failure to exercise, within the Option Period, its option to acquire an assignment of the Interest of the Class B Member pursuant to Section 10.5(a); the Class B Member shall have the option to acquire an assignment of all and not less than all of the Interest of the Class A Member at the Option Price. Such option must be exercised by the delivery to the Class A Member of written notice of its intent to exercise its option, and by the exercise of such option within thirty (30) days after the Class B Member is notified of its option under this Section 10.5(b) or the expiration of the Option Period.

Purchase Options. Subject to Sections 6.2 and 6.3, the Lessee shall have the right to purchase all, but not less than all, of the Lessor’s right, title and interest in and to the Undivided Interest: (a) In on the event of: (A) the insolvency date of expiration of the Class B Member, General Cable Corporation, Initial Lease Term or any relevant AffiliateRenewal Term, or at a Material Breach by purchase price, in immediately available funds, equal to the Class B Member, General Cable Corporation, or any relevant Affiliate, (B) the occurrence of any Irreconcilable Difference, other than an Irreconcilable Difference under item (i) Fair Market Sales Value of the definition Undivided Interest as of an Irreconcilable Difference (i.e.such date; provided, insolvency however, that Lessee may not elect to purchase the Undivided Interest on such date of expiration if there has occurred and is continuing a Significant Lease Default or Material Breach of the Class A Member or SpecTran), after one year from the date hereof, or (C) the occurrence of an Lease Event of Withdrawal of the Class B Member other than with the consent of the Class A MemberDefault; the Class A Member shall have the option, which must be exercised by the delivery to the Class B Member of written notice of its intent to exercise its option, and by the exercise of such option within sixty (60) days after the occurrence of such Irreconcilable Difference (the "Option Period"), to be assigned all and not less than all of the Interest of the Class B Member at the Option Price. The Option Period will automatically be extended for the period necessary to establish the Option Price.or (b) In on the event of: Fixed Price Purchase Option Date, at a purchase price, in immediately available funds, equal to the Fixed Price Purchase Amount plus all Base Rent due and owing prior to the date of such payment, plus all Supplemental Rent due and owing on or prior to the date of such payment plus the Swap Breakage Amount, if any, plus, on such Fixed Price Purchase Option Date, the Lessee Section 467 Loan Balance, if any, on such Date (A) the Bankruptcy or insolvency of the Class A Member, SpecTran, or any relevant Affiliate, (B) a Material Breach by the Class A Member, SpecTran or any relevant Affiliate, or (C) the Class A Member's failure to exercise, within the Option Period, its option to acquire an assignment of the Interest of the Class B Member as adjusted pursuant to Section 10.5(a4 hereof). Upon payment of such amounts, and after Lessee has paid all other amounts due and payable to Lessor and each other Person payable under the Operative Documents (and any payment of interest on the amount calculated pursuant to this Section 6.1(b) at the Overdue Rate from the date specified for payment until actually paid if not paid on the date so specified) the Lessor shall pay to the Lessee the Lessor Section 467 Loan Balance on such Date (as adjusted pursuant to Section 4 hereof) (all amounts set forth in the preceding two sentences of this clause (b), the “Purchase Price”); provided, however, Lessee may not elect the Class B Member shall have Fixed Price Purchase Option if on the option to acquire an assignment Fixed Price Purchase Option Date there has occurred and is continuing a Significant Lease Default or Lease Event of all and not less than all of the Interest of the Class A Member at the Option Price. Such option must be exercised by the delivery to the Class A Member of written notice of its intent to exercise its option, and by the exercise of such option within thirty (30) days after the Class B Member is notified of its option under this Section 10.5(b) or the expiration of the Option PeriodDefault.