Common use of Purchase Options Clause in Contracts

Purchase Options. 7.1 On or after the occurrence and during the continuance of a Revolving Event of Default and the acceleration of the Revolving Debt, the Person(s) designated by the Note Collateral Agent (the “Designated Note Purchaser(s)”) shall have the option, 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 Note Collateral Agent in such notice (which may not be later than the Business Day prior to the date of 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 account 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 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 any Liens or encumbrances, (b) the 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 credit which is not required to be 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 Revolving Debt.

Purchase Options. 7.1 On 35.1 Tenant shall have and is hereby granted the option to purchase the Property as of October 31, 1999, or after the occurrence and annually as of each succeeding October 31 thereafter during the continuance of Term, for a Revolving Event of Default price determined pursuant to Section 35.2 and on the acceleration other terms and conditions hereinafter set forth in this Article 35. Tenant may exercise any such option by giving written notice thereof to Landlord at any time on or before May 1 of the Revolving Debt, the Person(s) designated by the Note Collateral Agent (the “Designated Note Purchaser(s)”) shall have the option, 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 Note Collateral Agent in such notice (which may not be later than the Business Day prior to the date of 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 account and the account of the Revolving Secured Parties, same year as the October 31 option date in question occurs. 35.2 The purchase price therefor for 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 Property shall be an amount equal to 103% the greater of Four Million Dollars ($4,000,000.00) or ninety percent (90%) of the maximum amount available Fair Market Value of the Property as of the date of exercise of such option. If Landlord and Tenant have not agreed to be drawn under outstanding Letters the appointment of Credit a single appraiser as contemplated by subsection 3.3.1 within thirty (as defined in 30) days after exercise of the Revolving Loan Agreements). Such purchase option, then the appraisers shall be expressly made appointed as provided in subsection 3.3.2, with each party obligated to appoint an appraiser and give notice thereof within fifteen (15) days after expiration of such thirty (30) day period. If the purchase price exceeds Four Million Dollars ($4,000,000.00), then at any time within twenty (20) days after such determination is communicated to Tenant, Tenant may terminate the agreement formed by exercise of the purchase option by giving notice thereof to Landlord without representation thereby otherwise affecting or warranty impairing this Lease. If Tenant so terminates such agreement, Tenant shall pay all costs and expenses incurred by Landlord in connection with such determination of any kind by the Revolving Credit Agent or Fair Market Value of the Revolving Secured Parties and without recourse to Property, including 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 any Liens or encumbrances, (b) the 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 credit which is not required to be utilized to reimburse the Revolving Lenders for any drawings thereunder and appraisal fees and expenses associated therewith and attorney fees. 35.3 After exercise of the option pursuant to this Article, Landlord shall be returned furnish to Tenant an abstract of title or registered property abstract certified to date to include all proper searches and a title insurance commitment (ALTA form 1970-B) with all standard exceptions deleted and agreeing to insure, subject only to the Note Collateral Agent upon matters listed on Schedule A to this First Amendment to Lease (the expiration or cancellation of each such letter of credit "Permitted Encumbrances"), this Lease and any encumbrances created on or after each the date hereof by Tenant or those claiming by, through or under Tenant and with such letter of credit is fully drawnaffirmative insurance as Tenant (or its lender) may reasonably require. The obligations of Tenant shall pay the Revolving Lenders premium for any policy issued to sell their respective Revolving Debt Tenant pursuant thereto, provided that Tenant shall not be required to pay any charges for special endorsements or special coverages attributable to encumbrances other than those permitted 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 Revolving Debt35.

Purchase Options. 7.1 On or after (a) In the occurrence and event that a Purchase Option Event shall occur during the continuance Term, the Assignee shall have the right, but not the 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 require the Assignor to repurchase from the Assignee the --------------- Assigned Interests for a Revolving Event repurchase price equal to an amount such that the amount of Default 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 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 acceleration Assignor Option Repurchase, respectively, within *** days of each other, the repurchase price shall equal the average of the Revolving DebtAssignor 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 Person(s) Assignor's receipt of the 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 Note Collateral Agent 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, then the Assignor shall within *** days following the consummation of the Purchase Option Event, repurchase from the Assignee the Assigned Interests at a price equal to the average of the Assignee Option Repurchase 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 “Designated Note Purchaser(s)”Securities and Exchange Commission. (c) In the event that a Call Option Event shall occur, then Assignor shall have the optionoption ("Assignor Option Repurchase"), to repurchase the Assigned -------------------------- Interests for a repurchase price ("Assignor Option Repurchase Price") equal to -------------------------------- to *** less any amounts received by written 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 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 from of the Note Collateral Agent exercise by Assignor of the Assignor Option Repurchase, then, notwithstanding anything contained in Section 5.07(a) to the Revolving Credit Agentcontrary, to purchase all the repurchase price shall equal the greater of the Revolving Debt (including Assignee Option Repurchase Price and the Revolving Lenders’ collateral interest in Assignor Option Repurchase Price. In order to exercise the Collateral). On Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the date specified by the Note Collateral Agent in such notice (which may Assigned Interests not be later less than the Business Day *** days prior to the date of commencement the Call Option Event. Assignor shall, within *** days following the consummation of the sale Call Option Event, repurchase from the Assignee the Assigned Interests at the Assignor Option Repurchase Price, the Assignee Option Repurchase Price or other liquidation the average of the Collateral 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 Note Collateral Agent 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 ***. Orthovita [***] We are seeking confidential treatment of these terms, which have been given no less than ten (10) omitted. The confidential portion has been filed separately with the Securities and Exchange Commission. or Assignor, as applicable, shall provide Assignee with at least 20 days prior noticewritten notice of a proposed Transfer of all or a substantial majority of its 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 the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Notice. (e) In connection with the consummation of an 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 Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d), the Revolving Lenders shall sell 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 Designated Note Purchaser(sRepurchase Event. (f) such Revolving Debt. Upon Assignee's failure to exercise the date of such purchase and sale, the Designated Note Purchaser(sAssignee Option Repurchase under Section 5.07(a) shall (a) pay to Revolving Credit Agent, for its account 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 and/or (b) upon the occurrence of a Purchase Option Event or an event described in connection therewith furnish Section 5.07(b) shall not preclude Assignee from exercising the Revolving Loan Agent with cash collateral in an amount equal to 103% of the maximum amount available to be drawn Assignee Option Repurchase 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 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: (aSection 5.07(a) that the Revolving Lenders own the Revolving Debt free and clear of any Liens or encumbrances, and/or (b) the 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 credit which is not required to be 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 occurrence of a subsequent Purchase Option Event 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 a subsequent event described in 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 Revolving Debt5.07(b).

Purchase Options. 7.1 On (a) Purchase Option Events. So long as no Bankruptcy Default or after the occurrence and during the continuance of a Revolving ---------------------- any Event of Default has occurred and the acceleration of the Revolving Debtis continuing, the Person(s) designated by the Note Collateral Agent (the “Designated Note Purchaser(s)”) Lessee shall have the option, 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 Note Collateral Agent in such notice (which may not be later than the Business Day prior to the date of 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 account 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 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 any Liens or encumbrances, (b) the Revolving Lenders have the right to assign the Revolving Debt, and purchase: (ci) the assignment is duly authorized, executed and delivered. Any cash collateral furnished for outstanding letters of credit which is all but not required to be 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 Revolving DebtTransponders, if Lessee timely delivers or is deemed to have delivered the Final Notice contemplated by clause (ii) of the second paragraph of Section 18(a) (stating that it will purchase the Transponders), on the expiration date of the Basic Term or the Renewal Term, as applicable, at a purchase price equal to the Fair Market Sales Value of the Transponders as of such date as determined pursuant to the Subsequent Appraisal; (ii) all (but not less than all) of the Transponders on the EBO Date at a purchase price equal to the EBO Amount therefor; (iii) if Owner Participant has become a Competitor and fails to transfer all of its right, title and interest in and to the Lessor's Estate and the Operative Documents in accordance with Article XIV of the Participation Agreement within three (3) months after the Owner Participant has become a Competitor, all (but not less than all) of the Transponders on any Rent Payment Date, at a purchase price equal to the greater of (A) the Termination Value for such Transponders as of such Rent Payment Date and (B) the Fair Market Sales Value of such Transponders as of such Rent Payment Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii); and (iv) if the aggregate of all Rental Adjustments, if any, under the Lease, which occur after the Commencement Date, when combined with all Rental Adjustments made on or prior to the Commencement Date pursuant to the Participation Agreement, shall result in (A) an increase in the present value of Scheduled Rent with respect to the Transponders (expressed as a percentage of Lessor's Cost) either on a full term basis or through the EBO Date including the EBO Amount (discounted in each case to the Commencement Date at the Discount Rate), as compared to the analogous present value set forth on Item 7 or Item 8 to Schedule E hereto, and, as a result thereof, ---------- in the judgment of Lessee, the lease transaction contemplated herein shall be economically disadvantageous to the Lessee as compared to a medium term financing or (B) the Lease not qualifying as an Operating Lease for Lessee, then Lessee shall have the right to purchase all (but not less than all) of ---- the Transponders on any Rent Payment Date at a price equal to the higher of (i) the Fair Market Sales Value of the Transponders on such Rent Payment Date (offset, in the event such Fair Market Sales Value is greater than the Fair Market Sales Value set forth in the Commencement Date Appraisal, by an amount equal to the excess of (y) the actual Fair Market Sales Value of the Transponders on the Commencement Date, as determined by an appraisal obtained in accordance with Section 19(b)(ii), which appraisal shall take into consideration all factors and conditions existing on the Commencement Date that were not taken into account in the determination of Fair Market Sales Value set forth in the Commencement Date Appraisal over (z) Lessor's Cost for the Transponders set forth in the Commencement Date Appraisal) or (ii) the Termination Value of the Transponders on such Rent Payment Date.

Purchase Options. 7.1 On or after Renewal Option. Not more than 180 days nor less than 150 -------------- days before the occurrence and during end of the continuance Term for an Item of a Revolving Equipment, Lessee may (unless otherwise provided in the Lease Supplement covering the relevant Item of Equipment), provided that no Event of Default and (or event which would constitute an Event of Default but for the acceleration lapse of the Revolving Debt, the Person(s) designated by the Note Collateral Agent (the “Designated Note Purchaser(s)”time or giving of notice or both) shall have the optionoccurred and be continuing and that all Rent then due shall have been paid, by deliver to Lessor an irrevocable written notice from the Note Collateral Agent electing to the Revolving Credit Agentrenew this Lease for a Renewal Term, to purchase all for such Item of the Revolving Debt (including the Revolving Lenders’ collateral interest in the Collateral). On the date Equipment, as is specified by the Note Collateral Agent in such notice for a Basic Rent equal, at Lessee's option, to (i) for the first Renewal Term for such Item of Equipment the Fixed Price Renewal Rent, (if any), or (ii) the then Fair Market Rental Value of such Equipment, (the "Renewal Rent"), for such renewal term as is specified in such notice, which may 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 later than the Business Day prior deemed to have waived any right to renew this Lease with respect to the date of commencement Equipment whose Term is so scheduled to end. At the end of the sale Basic Lease Term or other liquidation any Renewal Term for an Item of the Collateral Equipment, if Lessee has elected to renew this Lease with respect to such Item of which the Note Collateral Agent Equipment and provided that all necessary governmental authorizations and approvals, if any, shall have been given no less than ten (10) days prior notice)received, the Revolving Lenders this Lease and all of its provisions shall sell to the Designated Note Purchaser(s) continue in full force and effect during such Revolving Debt. Upon the date of such purchase and sale, the Designated Note Purchaser(s) shall (a) pay to Revolving Credit AgentRenewal Term, for its account and the account Equipment covered by such Renewal Term, except that (i) Lessee shall pay Lessor Basic Rent in lawful currency of the Revolving Secured Parties, as the purchase price therefor the full amount United States of all America for 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 Equipment during such Renewal Term in an amount equal to 103the 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 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 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 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 last day of the Basic Lease Term, plus 3% 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 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 any Liens or encumbrances, (b) the 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 credit which is not required to be 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 Revolving Debtoriginal Equipment Cost.

Purchase Options. 7.1 On or after (a) Subject to Section 5.07(f) below, in the occurrence and during the continuance of event that a Revolving Purchase Option Event of Default and the acceleration (other than a Purchase Option Event described in clause (viii) of the Revolving Debtdefinition thereof) shall occur, the Person(s) designated by the Note Collateral Agent (the “Designated Note Purchaser(s)”) Assignee shall have the optionright, by 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 (ii) of the definition thereof, following the later of (x) the occurrence of a Purchase Option Event or (y) Assignee's receipt of written notice from Assignor or Ortec of the Note Collateral Agent to Purchase Option Event (the Revolving Credit Agent"Purchase Option Exercise Period"), to purchase all of require Assignor to repurchase from Assignee the Revolving Debt Assigned Interests for a repurchase price equal to (including i) if the Revolving Lenders’ collateral interest in the Collateral). On the date specified by the Note Collateral Agent in such notice (which may not be later than the Business Day Purchase Option Event occurs on or prior to the date of commencement first anniversary 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)Closing Date, 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 account 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% [***] percent of the maximum Aggregate Purchase Price that has been paid by Assignee to Assignor as of the date that Assignor pays such amount available to be drawn under outstanding Letters of Credit 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 defined provided in the Revolving Loan Agreementsimmediately preceding sentence, then Assignor shall, within forty-five (45) days following Assignor's receipt of Assignee's repurchase election notice (the "Repurchase Period"). Such purchase , repurchase from Assignee the Assigned Interests at the Repurchase Price, the payment of which shall be expressly made without representation or warranty of any kind by the Revolving Credit Agent or the Revolving Secured Parties and without recourse wire transfer, in immediately available funds, 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 any Liens or encumbrances, Assignee's Account designated by Assignee in such election notice. (b) In the Revolving Lenders event that Ortec enters into a License Agreement or Distribution Agreement, or any such 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 (x) the greater of the Applicable Percentage in effect at the date of the commencement of such License Agreement or five percent (5%) times (y) 2.25, then Assignee shall have the right to assign require Assignor to repurchase from Assignee the Revolving DebtAssigned Interests at the Repurchase Price; provided, and (c) however, that if the assignment Licensee or Distribution Party that is duly authorizedparty to such License Agreement or Distribution Agreement, executed and delivered. Any cash collateral furnished for outstanding letters of credit which is not required as applicable, offers to be 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 assume Assignor's Obligations under this Section 7.1 are several and not jointAgreement, and if any Revolving Lender breaches its obligations to sell its Revolving DebtAssignee may, the Designated Note Purchaser(s) may (but shall not be obligated to, agree to such assumption, thereby (if Assignee does agree in writing to such assumption) purchase the Revolving Debt waiving its right to compel a repurchase by Assignor of the other Revolving Lenders; it being acknowledged Assigned Interests at the Repurchase Price under Section 5.07(a). (c) In the event that nothing in this Section 7.1 a Call Option Event shall require occur, Assignor shall have the Designated Note Purchaser(soption ("Assignor Option Repurchase") to purchase repurchase the Assigned Interests for a repurchase price ("Assignor Option Repurchase Price") equal to the greater of (i) an 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 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 Revolving DebtAssignor 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 definition thereof shall occur, Assignee shall be deemed to have automatically exercised an Assignee Option Repurchase on the date on which such Purchase Option Event occurred unless Assignee otherwise waives in writing its right to exercise an Assignee Option Repurchase within ten (10) days following Assignee's receipt of written notice from Ortec of the occurrence of such Purchase Option Event. The forty-five (45) day Repurchase Period for the 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 Event 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. 7.1 On (a) In the event that a Purchase Option Event shall occur, Assignees shall have the right, but not the obligation (the "Assignees Option Repurchase"), exercisable from the date of the Purchase Option Event (whether or not Assignor gives notice thereof) through the date one hundred and eighty (180) days after its receipt of written notice from Assignor or Guilford of the Purchase Option Event (the "Purchase Option Exercise Period"), to require Assignor to repurchase from Assignees the Assigned Interests for a repurchase price equal to, if the Purchase Option Event occurs and such payment is made prior to the first anniversary of this Closing Date, $54.6 million, and if it occurs on or after the occurrence and during the continuance of a Revolving Event of Default and the acceleration first anniversary of the Revolving DebtClosing Date, the Person(s) designated amount determined by the Note Collateral Agent (the “Designated Note Purchaser(s)”) shall have the option, 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 Note Collateral Agent in such notice (which may not be later than the Business Day prior reference to the date of commencement of payment by Assignor to Assignees in accordance with Schedule 5.07(a) (the sale or other liquidation of "Assignees Option Repurchase Price"). In the Collateral of which the Note Collateral Agent shall have been given no less than event that Assignees elect to exercise their rights to require an Assignees Option Repurchase, then Assignor shall, within ten (10) days following Assignor's receipt of Assignees' repurchase election notice if the Assignees Option Repurchase is based on a Purchase Option Event described in clauses (iii), (iv), (v), (vi) or (vii) thereof and otherwise within fifteen (15) days following Assignor's receipt of Assignees' repurchase election notice (the "Assignees Option Repurchase Period"), repurchase from Assignees the Assigned Interests at the Assignees Option Repurchase Price, the payment of which shall be made by wire transfer, in immediately available funds, to Assignees' Account designated by Assignees in such election notice. Notwithstanding anything to the contrary contained herein, immediately upon the occurrence of a Bankruptcy Event or a Notice Event, the Assignees shall be deemed to have automatically and simultaneously elected to have the Assignor repurchase from the Assignees the Assigned Interests for the Assignees Option Repurchase Price and the Assignees Option Repurchase Price shall be immediately due and payable without any further action or notice by any party. (i) In the event that an Assignor Option Event shall occur, Assignor shall have the option ("Assignor Option Repurchase"), exercisable within one hundred and eighty (180) days after the Assignor Option Event, to repurchase the Assigned Interests for a repurchase price ("Assignor Option Repurchase Price") equal to, if the Assignor Option Event occurs and such payment is made prior noticeto the first anniversary of the Closing Date, $84 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(i). (ii) In addition, the Assignor may, at its election and regardless of whether there has occurred an Assignor Option Event, (A) on or after the third anniversary of the Closing Date, repurchase the Assigned Interests (a "Call") for a repurchase price ("Call Price") equal to the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(A); and (B) at any time, if a potential secured financing requires a security interest in any of the Intellectual Property ("Secured Financing Event Purchase"), repurchase up to * of the Assigned Interests for a repurchase price ("Secured Financing Event Price") equal to, if the Secured Financing Event Purchase occurs and such payment is made prior to the first anniversary of the Closing Date, $105 million, and if it occurs on or after the first anniversary of the Closing Date, the amount determined by reference to the date of payment by Assignor to Assignees in accordance with Schedule 5.07(b)(ii)(B) (initially calculated with respect to 100% of the Assigned Interests, which shall be reduced on a pro rata basis to reflect the percentage of the Assigned Interests actually repurchased by the Assignor). * (c) The Assignees Option Repurchase Price, the Assignor Option Repurchase Price, the Call Price and the Secured Financing Event Price (as calculated in accordance with Schedule 5.07(b)(ii)(B) and prior to any ratable reduction in accordance with Section 5.07(b)(ii)(B)) (collectively, the "Repurchase Price") shall, in each case, be reduced by the sum of (i) the total payments received and retained by the Assignees under Section 2.02(a), (b), (c), (f) and (g) multiplied by the applicable factor specified in Schedule 5.07(c) for each Repurchase Price and to reflect the calendar year in which each of the applicable Section 2.02 payments was made and the calendar year in which the Repurchase Price is paid, and (ii) the net cash gain (after deduction for the actual exercise price and any brokerage or similar costs and expenses) from the sale proceeds received by Assignees upon the sale of any common stock received by Assignees upon exercise of the Warrants plus, if Assignees have not exercised the Warrants in full or sold all of the common stock received upon the exercise of the Warrants, an amount equal to 90% of (x) the product of (A) the number of shares of common stock (or, if the Warrants have not been exercised in full, the common stock issuable upon full exercise of such Warrants held by the Assignees) on the date the Assignees elect to exercise an Assignees Option Repurchase or the date on which the Assignor elects to exercise an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase and (B) the closing price for such common stock on such date as quoted on the primary exchange on which such shares are quoted (and if not so quoted or listed at any time, the average daily bid and ask price as quoted in the pink sheets) minus (y) the exercise price paid or payable for such common stock under the Warrants. In the event that a Secured Financing Event Purchase is followed by another Repurchase Event, amounts previously credited under clause (c)(i) or (ii) shall not be applied to reduce the Repurchase Price for the subsequent Repurchase Event. Notwithstanding anything herein or in any Schedules to the contrary, the sum of (a) any Repurchase Price (after giving effect to the reductions set forth in the first sentence of this Section 5.07(c)), plus (b) the amounts actually paid to Assignees under Sections 2.02(a), (b), (c), (f) and (g), shall not exceed $147 million. * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. The confidential portions have been submitted separately to the Securities and Exchange Commission. (d) In connection with the consummation of an Assignees Option Repurchase, an Assignor Option Repurchase, a Call or a Secured Financing Event Purchase pursuant to subparagraphs (a) and (b) above (each, a "Repurchase Event"), Assignees agree that they will (i) promptly execute and deliver to Assignor such UCC termination statements and other documents as may be necessary to release, or evidence the relative ranking of, Assignees' 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) Assignees' failure to exercise the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a Purchase Option Event shall not preclude Assignees from exercising the Assignees Option Repurchase under Section 5.07(a) upon the occurrence of a subsequent Purchase Option Event. (f) Notwithstanding anything to the contrary contained in Section 5.07(a), Assignees shall not be entitled to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control if: (i) Simultaneously with (or, as applicable in clauses (i)(2) through (i)(5) below, thereafter) the occurrence of the Change of Control (or, in the case of an event described in clause (ii) of the definition of Change of Control, upon the closing of the transaction that results from the Change of Control), the Revolving Lenders shall sell surviving entity in the Change of Control transaction, whether Guilford or another Person (the "Surviving Party"), (1) assumes (or if the Surviving Party is Guilford, as to its own existing obligations hereunder, affirms and as to its additional obligations agrees to) all of the obligations of Guilford and Assignor to Assignees hereunder and the additional undertakings described in clauses (2) through (7) below pursuant to documentation in form and substance reasonably acceptable to Assignees; (2) maintains (as applicable with respect to the Designated Note Purchaser(sfollowing specified periods) a fully-dedicated Aggrastat salesforce of at least 25 people (on a full time equivalent basis) from and after June 30, 2004; 45 people from and after June 30, 2005; and 75 people at all times from and after June 30, 2006; (3) maintains sales and marketing expenditures for Aggrastat that are not less than the amounts indicated in the Net Sales Projections and Budget provided to Assignees by Guilford on June 25, 2003, a copy of which is attached hereto as Exhibit J; (4) maintains an EBITDA to Total Debt Service Ratio of 1.25:1.00 and a Total Debt to Total Capitalization Ratio of 0.5:1.0, on a pro forma basis as of the date of the Change of Control (after giving effect to the transaction, if any, that results from the Change of Control) and thereafter measured quarterly on the last day of each calendar quarter on a consolidated basis; (5) achieves Primary Product Net Sales of at least 85% of the * Sales * as projected for each year during the Term; (6) with respect to such Surviving Party, Guilford and Assignor, no Bankruptcy Event or Notice Event occurs at any time and such Person does not become Insolvent at any time; and (7) such Revolving DebtSurviving Party's ultimate parent * The asterisk denotes that confidential portions of this exhibit have been omitted in reliance on Rule 24b-2 of the Securities Exchange Act of 1934. Upon The confidential portions have been submitted separately to the Securities and Exchange Commission. unconditionally guarantees in a form comparable to Section 5.13 of this Agreement all of the Obligations assumed or affirmed by such Surviving Party; and (ii) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased. If, at any time or from time to time, any of the provisions in clauses (i) and (ii) of this subsection (f) are not fulfilled, then the Change of Control shall be deemed to be a Purchase Option Event from the first date on which any provision was not fulfilled, Assignees shall have the rights they would otherwise have had under Section 5.07(a) of this Agreement beginning on such date and, if the Assignees exercise an Assignees Option Repurchase, the Assignees Option Repurchase Price shall be immediately due and payable as of the date of such purchase exercise. (g) In the event the Assignees elect to exercise an Assignees Option Repurchase based upon the occurrence of an event described in clauses (i), (ii) or (iii) of the definition of Change of Control and sale(A) there has not occurred any Notice Event or Bankruptcy Event and (B) none of the Guilford 5% Convertible Subordinated Notes due 2008 are accelerated, none of the holders of such notes have elected to have such notes repurchased pursuant to a Designated Event Offer (as defined in the Subordinated Indenture) and no other holder of Indebtedness of Guilford or Assignor has accelerated such Indebtedness or elected to have such Indebtedness repurchased, the Designated Note Purchaser(sAssignor may elect by written notice given within the Assignees Option Repurchase Period to pay the Assignees Option Repurchase Price either (i) shall by the payment of one hundred percent (a100%) pay to Revolving Credit Agent, for its account of the Assignees Option Repurchase Price in cash or (ii) by the payment of seventy-five percent (75%) of the Assignees Option Repurchase Price in cash and the account remainder, as elected by Assignees in their sole discretion, either by the issuance of (x) common stock of Guilford, covered by an effective resale registration statement which Guilford shall covenant to maintain effective for a period of two (2) years after the date of the Revolving Secured Partiesissuance of such common stock to Assignees, at a 10% discount to the current market price (determined by the average closing market prices for the ten (10) trading days before the date of the Assignees' election to take such stock), or (y) a secured promissory note of Guilford and Assignor (secured at the least by the Collateral that secures the Obligations upon the occurrence of the Closing provided for in this Agreement and guaranteed by Guilford's ultimate parent in a form comparable to Section 5.13 of this Agreement) senior to all other debt and equity of any kind or type of both Guilford and Assignor, payable in 12 equal quarterly installments of principal with interest at a rate of 20% per annum (or, if lower, the highest legal rate) payable as to principal installments and interest quarterly, each on the purchase price therefor last day of each calendar quarter with any unpaid interest to be compounded monthly. (h) Notwithstanding anything to the full amount contrary contained in Section 5.07(a), Assignees shall not exercise an Assignees Option Repurchase based solely upon the occurrence and continuance of all such Revolving Debt an event described in clause (exclusive iii) of Letter the definition of Credit OutstandingsPurchase Option Event if (i) then outstanding and unpaid (including principalon the Closing Date, interest, fees, indemnitiesAssignor pledges to Assignees, and expensesgrants to Assignees a first priority security interest in, including reasonable attorneys’ fees and legal expenses)a collateral account containing unrestricted cash, and (b) in connection therewith furnish the Revolving Loan Agent with cash collateral equivalents or other Acceptable Investments in an amount equal to 103% of $11,250,000, pursuant to security documents and control agreements acceptable to Assignees (the maximum amount available to be drawn under outstanding Letters of Credit (as defined in "Liquidity Account"), securing the Revolving Loan Agreements). Such purchase shall be expressly made without representation or warranty of any kind by the 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 any Liens or encumbrances, (b) the Revolving Lenders have the right to assign the Revolving DebtObligations, and (cii) on the assignment is duly authorizedfirst Business Day of each calendar quarter during the Term, executed and deliveredAssignor makes an additional deposit into the Liquidity Account such that the total amount on deposit equals the first amounts payable to Assignees by Assignor from Included Product Payments pursuant to Section 2.02(b)(ii) for each of the next eight (8) calendar quarters, including the quarter in which such Business Day occurs. Any cash collateral furnished for outstanding letters of credit which is not required to be utilized to reimburse the Revolving Lenders for any drawings thereunder and fees and expenses associated therewith Assignees shall be returned entitled to exercise all rights as secured parties with respect to the Note Collateral Agent Liquidity Account upon any default in the expiration payment or cancellation performance of each such letter the Obligations, including the application of credit or after each such letter of credit is fully drawnamounts in the Liquidity Account to due but unpaid Obligations. The obligations application by Assignees of amounts in the Liquidity Account to the payment of any due but unpaid Obligations, including without limitation, the payment of any amounts due to Assignees from Assignor from Included Product Payments pursuant to Section 2.02(b), shall not cure any failure by Assignor or Guilford to make directly such payments. Upon thirty (30) days prior written notice, Assignor may request that Assignees release their security interest in the Liquidity Account. Upon such request, the Assignees shall release their security interest in the Liquidity Account upon their determination, in their reasonable discretion, that as of the Revolving Lenders date of release, no Purchase Option Event or Notice Event has occurred and no Purchase Option Event is reasonably expected to sell occur as a result of such release, including, without limitation, an event described in clause (iii) of the definition of Purchase Option Event. Upon the Assignees' release of their respective Revolving Debt interest in the Liquidity Account, this Section 5.07(h) shall be of no further effect. During any period of the Term prior to the release of the Liquidity Account by Assignees, it shall be an immediate Purchase Option Event if during any calendar quarter, Assignor fails to pay to Assignees the minimum amounts specified in Section 2.02(b)(ii). (i) Without in any manner limiting its obligations under Section 5.13, Guilford agrees that to the extent that Assignor does not pay any amount due to Assignees under this Section 7.1 are several and not joint5.07, and if any Revolving Lender breaches its obligations Guilford will promptly pay or cause Assignor 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 Revolving Debtpay such amounts.

Purchase Options. 7.1 On Provided that no Lease Default of the types specified in Sections 17.1(a), (b) or after the occurrence and during the continuance of a Revolving (j) or Lease Event of Default shall have occurred and be continuing (unless such Lease Event of Default involves a single Property and can be cured by the acceleration exercise of the Revolving Debtoption to purchase by Lessee of such Property and such Property is referenced in the Purchase Notice (referenced below)), the Person(s) designated by the Note Collateral Agent (the “Designated Note Purchaser(s)”) and subject to Section 19.2, Lessee shall have the optionoption (the "Purchase Option"), exercisable by giving Lessor no less than sixty (60) days irrevocable written notice from (the Note Collateral Agent "Purchase Notice") of Lessee's election to exercise such option as to any Property, on any anniversary of the Revolving Credit AgentBasic Term Commencement Date for such Property (or if all Properties are to be acquired on any such anniversary), to purchase all or one or more Properties on such date specified in such Purchase Notice at a price equal to the Termination Value for such Property or Properties (which the parties do not intend to be a "bargain" purchase price), and Lessee at such time shall also pay any and all Rent then due and owing and all other amounts then due and owing (including without limitation amounts, if any, described in clause FIRST of Section 22.2) (such Termination Value, Rent and other amounts being hereafter referred to as the "Purchase Option Price"); provided, however, that unless the Lessor otherwise consents or the Purchase Option is exercised after the Construction Period Termination Date with respect to all of the Revolving Debt Properties, the Purchase Option may not be exercised by the Lessee if, after giving effect to such exercise, the Maximum Property Cost of the purchased Properties (including together with all other Properties purchased by Lessee pursuant to this Section 20.1) would be greater than 35% of the Revolving Lenders’ collateral greatest Maximum Property Cost applicable at any time during the Term. If Lessee exercises its Purchase Option pursuant to this Section 20.1, Lessor shall transfer to Lessee all of Lessor's right, title and interest in the Collateral). On and to such Property as of the date specified in the Purchase Notice upon receipt of the Purchase Option Price, amounts, if any, referred to in clause FIRST of Section 22.2 and all Rent and other amounts then due and payable under this Lease and any other Operative Agreement. To effect any transfer and assignment by Lessor to Lessee under this Section 20.1, Lessor shall execute, acknowledge (where required) and deliver to Lessee each of the Note Collateral Agent in such notice following: (which may not be later than i) a special or limited warranty Deed conveying the Business Day prior Property (to the date of commencement of the sale or other liquidation of the Collateral of which the Note Collateral Agent shall have been given no less than ten (10extent it is real property) 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 account 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 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 Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents 27 and any Liens Lessor Liens; (ii) a B▇▇▇ of Sale conveying the Property (to the extent it is personal property) to Lessee free and clear of the Lien of this Lease, the Lien of the Credit Documents and any Lessor Liens; (iii) any real estate tax affidavit or encumbrances, (b) other document required by law to be executed and filed in order to record the Revolving Lenders have the right to assign the Revolving Debt, Deed; and (civ) a FIRPTA affidavit. For purposes of this Lease and the assignment is duly authorizedother Operative Agreements, executed any and delivered. Any cash collateral furnished for outstanding letters all amounts paid by Lessee pursuant to the provisions of credit which is not required Section 10.3(f) of the Participation Agreement shall be deemed to be utilized amounts paid and received pursuant 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 drawnthis Section 20.1. The obligations of the Revolving Lenders to sell their respective Revolving Debt Lessee may assign its rights under this Section 7.1 are several and 20.1 to another Person; provided, Lessee shall remain liable for all obligations of Lessee hereunder respecting Property remaining subject to the terms of this Lease subsequent to such assignment as if such assignment had 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 Revolving Debtoccurred.

Purchase Options. 7.1 On or after the occurrence Subject to Sections 6.2 and during the continuance of a Revolving Event of Default and the acceleration of the Revolving Debt6.3, the Person(s) designated by the Note Collateral Agent (the “Designated Note Purchaser(s)”) Lessee shall have the optionright to purchase all, by written notice from but not less than all, of the Note Collateral Agent Lessor’s right, title and interest in and to the Revolving Credit AgentUndivided Interest: (a) on the date of expiration of the Initial Lease Term or any Renewal Term, at a purchase price, in immediately available funds, equal to the Fair Market Sales Value of the Undivided Interest as of such date; provided, 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 Lease Event of Default; or (b) on the Fixed Price Purchase Option Date, at a purchase price, in immediately available funds, equal to the Fixed Price Purchase Amount plus all of the Revolving Debt (including the Revolving Lenders’ collateral interest in the Collateral). On the date specified by the Note Collateral Agent in such notice (which may not be later than the Business Day Base Rent due and owing prior to the date of commencement of the sale such payment, plus all Supplemental Rent due and owing on 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 salepayment plus the Swap Breakage Amount, if any, plus, on such Fixed Price Purchase Option Date, the Designated Note Purchaser(sLessee Section 467 Loan Balance, if any, on such Date (as adjusted pursuant to Section 4 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 (a) pay to Revolving Credit Agent, for its account and the account 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 the Revolving Secured Parties, as the purchase price therefor the full amount of all such Revolving Debt this clause (exclusive of Letter of Credit Outstandings) then outstanding and unpaid (including principal, interest, fees, indemnities, and expenses, including reasonable attorneys’ fees and legal expensesb), the “Purchase Price”); provided, however, Lessee may not elect the Fixed Price Purchase Option if on the Fixed Price Purchase Option Date there has occurred and (b) in connection therewith furnish the Revolving Loan Agent with cash collateral in an amount equal to 103% is continuing a Significant Lease Default or Lease Event 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 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 any Liens or encumbrances, (b) the 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 credit which is not required to be 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 Revolving DebtDefault.

Purchase Options. 7.1 On or after the occurrence and during the continuance of a Revolving Event of Default and the acceleration of the Revolving Debt, the Person(s) designated by the Note Collateral Agent (the ““ Designated Note Purchaser(s)) ”) shall have the option, 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 Note Collateral Agent in such notice (which may not be later than the Business Day prior to the date of 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 account 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 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 any Liens or encumbrances, (b) the 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 credit which is not required to be 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 Revolving Debt.

Purchase Options. 7.1 On or after (a) In the occurrence and event that a Purchase Option Event shall occur during the continuance of a Revolving Event of Default and the acceleration of the Revolving DebtTerm, the Person(s) designated by the Note Collateral Agent (the “Designated Note Purchaser(s)”) Assignee shall have the optionright, by but not the obligation (the "Assignee Option Repurchase"), exercisable within *** days of its receipt of written notice from the Note Collateral Agent Assignor of the Purchase Option Event (the "Purchase Option Exercise Period"), to 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 repaid by Assignee to Assignor, discounted annually at the Applicable Discount Rate to the Revolving Credit Agentdate 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 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 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 purchase all 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 Revolving Debt 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 Event, repurchase from the Assignee the Assigned Interests at a price equal to the average of the Assignee Option Repurchase Price and the Assignor Option Repurchase Option. (including c) In the Revolving Lenders’ collateral interest event that a Call Option Event shall occur, then Assignor shall have the option ("Assignor Option Repurchase"), to 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 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 Collateral)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. On In order to exercise the date specified by Assignor Option Repurchase, Assignor must notify Assignee of its election to so repurchase the Note Collateral Agent in such notice (which may Assigned Interests not be later less than the Business Day *** days prior to the date of commencement the Call Option Event. Assignor shall, within *** days following the consummation of the sale Call Option Event, repurchase from the Assignee the Assigned Interests at the Assignor Option Repurchase Price, the Assignee Option Repurchase Price or other liquidation the average of the Collateral 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 Note Collateral Agent 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. 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 been given no less than ten the option (10the "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 ***. Orthovita or Assignor, as applicable, shall provide Assignee with at least 20 days prior noticewritten notice of a proposed Transfer of all or a substantial majority of its 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 the Assignee RHAKOSS Repurchase Option, Assignee must deliver notice of such exercise to Orthovita within *** Business Days after receipt of the Proposed Transfer Notice. (e) In connection with the consummation of an 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 Collateral (provided that, in the case of a Repurchase Event under Section 5.07(d), the Revolving Lenders shall sell 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 Designated Note Purchaser(sRepurchase Event. (f) such Revolving Debt. Upon Assignee's failure to exercise the date of such purchase and sale, the Designated Note Purchaser(sAssignee Option Repurchase under Section 5.07(a) shall (a) pay to Revolving Credit Agent, for its account 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 and/or (b) upon the occurrence of a Purchase Option Event or an event described in connection therewith furnish Section 5.07(b) shall not preclude Assignee from exercising the Revolving Loan Agent with cash collateral in an amount equal to 103% of the maximum amount available to be drawn Assignee Option Repurchase 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 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: (aSection 5.07(a) that the Revolving Lenders own the Revolving Debt free and clear of any Liens or encumbrances, and/or (b) the 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 credit which is not required to be 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 occurrence of a subsequent Purchase Option Event 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 a subsequent event described in 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 Revolving Debt5.07(b).

Purchase Options. 7.1 On (a) In the event of: (A) the insolvency of the Class B Member, General Cable Corporation, or after any relevant Affiliate, or a Material Breach by the Class B Member, General Cable Corporation, or any relevant Affiliate, (B) the occurrence and during of any Irreconcilable Difference, other than an Irreconcilable Difference under item (i) of the continuance definition of a Revolving 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 Default and the acceleration Withdrawal of the Revolving Debt, Class B Member other than with the Person(s) designated by consent of the Note Collateral Agent (Class A Member; the “Designated Note Purchaser(s)”) Class A Member shall have the option, which must be exercised by the delivery to the Class B Member of written notice from of its intent to exercise its option, and by the Note Collateral Agent to exercise of such option within sixty (60) days after the Revolving Credit Agentoccurrence of such Irreconcilable Difference (the "Option Period"), to purchase be assigned all of the Revolving Debt (including the Revolving Lenders’ collateral interest in the Collateral). On the date specified by the Note Collateral Agent in such notice (which may not be later than the Business Day prior to the date of 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 account 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 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 any Liens or encumbrances, (b) the 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 credit which is not required to be 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 Revolving DebtInterest 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. 7.1 On or after (a) Subject to Section 5.07(a)(ii), in the occurrence and during event that a Purchase Option Event shall occur, Assignee shall have the continuance of a Revolving Event of Default and right, but not the acceleration of the Revolving Debt, the Person(s) designated by the Note Collateral Agent obligation (the “Designated Note Purchaser(sAssignee 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 optionright, 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 Note Collateral Agent 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 Revolving Credit AgentInitial 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 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 purchase all 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 Revolving Debt 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 Revolving Lenders’ collateral interest greater of (A) two hundred percent (200%) 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 twenty five percent (25%) on the amount of the Purchase Price (including any Performance Payment paid by Assignee) paid pursuant to Section 2.03 (the “Call Price”), in the Collateral). On the date specified by the Note Collateral Agent in such notice (which may not be later than the Business Day prior to each case calculated as of the date of commencement payment of the sale or other liquidation 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 Collateral total payments received and retained by Assignee under Section 2.02 and Section 5.07(a)(ii). (d) In connection with the consummation of which the Note Collateral Agent shall have been given no less than ten (10) days prior notice), the Revolving Lenders shall sell an Assignee Repurchase Option or a Call pursuant to the Designated Note Purchaser(s) such Revolving Debt. Upon the date of such purchase and sale, the Designated Note Purchaser(s) shall subparagraphs (a) pay to Revolving Credit Agent, for its account 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 above (each, a “Repurchase Event”), Assignee agrees that it will (i) promptly execute and deliver to Company such UCC termination statements and other documents as may be necessary to release, or evidence the Revolving Loan Agent with cash collateral in an amount equal relative ranking of, Assignee’s Lien on the Collateral and otherwise give effect to 103% of the maximum amount available such Repurchase Event and (ii) take such other action or provide such other assistance as may be necessary 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 Revolving Credit Agent or the Revolving Secured Parties and without recourse give effect to the Revolving Credit Agent or Repurchase Event. (e) Assignee’s failure to exercise the Revolving Secured Parties, except that Revolving Lenders shall represent and warrant: (aAssignee Repurchase Option under Section 5.07(a) that the Revolving Lenders own the Revolving Debt free and clear of any Liens or encumbrances, (b) the 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 credit which is not required to be 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 occurrence 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 a Purchase Option Event shall not be obligated topreclude Assignee from exercising the Assignee Repurchase Option under Section 5.07(a) purchase upon the Revolving Debt occurrence 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 Revolving Debta subsequent Purchase Option Event.