Common use of Purchase Right Clause in Contracts

Purchase Right. Subject to Section 8.11, at any time after the date hereof, the Partnership and the members of the Family Group of a Partner shall have a right of first refusal (the “Purchase Right”) to purchase, pursuant to the terms of this Section 8.5, from such Partner (for purposes of this Section 8.5, a “Selling Partner”) intending to Transfer all or any portion of its Partnership Interests (including any Partnership Interests acquired after the date hereof) to an Authorized Transferee, other than as permitted in Section 8.3 or approved pursuant to Section 8.4 of this Agreement, of such Partnership Interests. In order to participate in the Purchase Right, a member of the applicable Family Group must be an Authorized Transferee of the Selling Partner. (a) A Selling Partner intending to Transfer all or any portion of its Partnership Interests to an Authorized Transferee (other than as permitted under Section 8.3) shall first deliver to the Partnership a written notice (the “Seller’s Notice”) specifying (i) the Partnership Interests to be transferred (the “Offered Interests”); and (ii) the identity of the proposed Authorized Transferee(s). (b) Within ten (10) days after the Partnership’s receipt of the Seller’s Notice, the Partnership shall deliver to the Selling Partner a Valuation Notice setting forth the Initial Value; thereafter, the Purchase Price shall be determined under Section 1.76 of this Agreement. (c) Within ten (10) days after the Starting Date, the Partnership shall notify each member of the Family Group of the Selling Partner who is an Authorized Transferee of the Selling Partner of (i) the Starting Date; (ii) the number of Offered Interests; and (iii) the Purchase Price of the Offered Interests. The Partnership’s notice shall include a copy of the Seller’s Notice. (d) Within twenty-five (25) days after the Starting Date, each member of the Family Group of the Selling Partner who is an Authorized Transferee of the Selling Partner shall notify the Partnership of how many, if any, of the Offered Interests it elects to purchase. (e) Within thirty-five (35) days after the Starting Date, the Partnership shall provide written notice to the Selling Partner and to each member of the Family Group of the Selling Partner of (i) the number of Offered Interests to be purchased by the members of such Family Group and the allocation of the Offered Interests among such members pursuant to the terms of Section 8.7; (ii) the number of Offered Interests to be purchased by the Partnership pursuant to the terms of Section 8.7; and (iii) the time, date and place of Closing, which shall be no sooner than ninety (90) days after the Starting Date and no later than one hundred twenty (120) days after the Starting Date. (f) The Offered Interests shall be allocated in the manner provided in Section 8.7. (g) If the members of the applicable Family Group and the Partnership do not elect to purchase all of the Offered Interests, then the Selling Partner may, subject to Section 8.1, Transfer the portion of the Offered Interests that such Family Group members and the Partnership do not elect to purchase (the “Waived Partnership Interests”) to the Authorized Transferee(s) of the Selling Partner specified in the Seller’s Notice; provided, however, that such Transfer occurs on terms no more favorable to such Authorized Transferee(s) than the proposed terms of the purchase of the Offered Interests by the members of such Family Group and the Partnership. In no event shall any Selling Partner Transfer, or attempt to Transfer, any Waived Partnership Interests to a Person who is not an Authorized Transferee of the Selling Partner. (h) Notwithstanding the foregoing provisions of this Section 8.5, a Qualified Entity shall not have a Purchase Right.

Purchase Right. Subject to Section 8.11(a) If (i) the ABL Agent or “Required Lenders” (as defined in the ABL Credit Agreement) shall sell, at any time after the date hereoflease, the Partnership and the members license or dispose of all or substantially all of the Family Group of a Partner ABL Priority Collateral by private or public sale, (ii) an Insolvency Proceeding with respect to the Company or Holdings shall have occurred or shall have been commenced, or (iii) the ABL Obligations under the ABL Credit Agreement shall have been accelerated (including as a right result of first refusal any automatic acceleration) or shall remain unpaid following the Maturity Date (as defined in the “Purchase Right”ABL Credit Agreement), (each such event described in clauses (i) to purchase, pursuant to the terms of this Section 8.5, from such Partner through (for purposes of this Section 8.5iii) herein above, a “Selling PartnerPurchase Option Event”), the Term Secured Parties shall have the opportunity to purchase (at par and without premium) intending to Transfer all or any portion (but not less than all) of its Partnership Interests (including any Partnership Interests acquired after the date hereof) to an Authorized Transferee, other than as permitted in Section 8.3 or approved ABL Obligations pursuant to this Section 8.4 of this Agreement3.8; provided, of that such Partnership Interests. In order to participate in option shall expire if the Purchase Right, a member Controlling Term Agent on behalf of the applicable Family Group must be an Authorized Transferee of the Selling Partner. (a) A Selling Partner intending Term Secured Parties fails to Transfer all or any portion of its Partnership Interests to an Authorized Transferee (other than as permitted under Section 8.3) shall first deliver to the Partnership a written notice (the a “Seller’s Purchase Notice”) specifying to the ABL Agent with a copy to the Company within fifteen (i15) business days following the Partnership Interests first date the Controlling Term Agent obtains actual knowledge of the occurrence of the earliest Purchase Option Event, which Purchase Notice shall (A) be signed by the Controlling Term Agent and the applicable Term Secured Parties committing to be transferred such purchase (the “Offered InterestsPurchasing Creditors”); ) and indicate the percentage of the ABL Obligations to be purchased by each Purchasing Creditor (which aggregate commitments must add up to 100% of the ABL Obligations) and (iiB) state that (1) it is a Purchase Notice delivered pursuant to Section 3.8 of this Agreement and (2) the identity offer contained therein is irrevocable. Upon receipt of such Purchase Notice by the ABL Agent, the Purchasing Creditors shall have from the date of delivery thereof to and including the date that is ten (10) business days after the Purchase Notice was received by the ABL Agent to purchase all (but not less than all) of the proposed Authorized Transferee(sABL Obligations pursuant to this Section 3.8 (the date of such purchase, the “Purchase Date”). (b) Within ten On the Purchase Date, the ABL Agent and the other ABL Secured Parties shall, subject to any required approval of any Governmental Authority then in effect, if any, sell to the Purchasing Creditors all (10but not less than all) days after the Partnership’s receipt of the Seller’s NoticeABL Obligations. On such Purchase Date, the Partnership Purchasing Creditors shall deliver (i) pay to the Selling Partner a Valuation Notice setting forth ABL Agent, for the Initial Value; thereafterbenefit of the ABL Secured Parties, as directed by the ABL Agent, in immediately available funds the full amount (at par and without premium) of all ABL Obligations then outstanding together with all accrued and unpaid interest and fees thereon, all in the amounts specified by the ABL Agent and determined in accordance with the applicable ABL Documents, (ii) furnish such amount of cash collateral in immediately available funds as the ABL Agent determines is reasonably necessary to secure ABL Secured Parties in connection with any (x) contingent Other Liabilities or (y) issued and outstanding letters of credit issued under the ABL Credit Agreement but not in any event in an amount greater than 103% of the aggregate undrawn amount of all such outstanding letters of credit (and in the case of clauses (x) and (y) herein above, any excess of such cash collateral for such Other Liabilities or letters of credit remaining at such time when there are no longer any such Other Liabilities or letters of credit outstanding and there are no unreimbursed amounts then owing in respect of such Other Liabilities or drawings under such letters of credit shall be promptly paid over to the Controlling Term Agent) and (iii) agree to reimburse the ABL Secured Parties for any loss, cost, damage or expense resulting from the granting of provisional credit for any checks, wire or automated clearing house transfers that are reversed or not final or other payments provisionally credited to the ABL Obligations under the ABL Credit Agreement and as to which the ABL Agent and ABL Secured Parties have not yet received final payment as of the Purchase Price Date. Such purchase price shall be determined under Section 1.76 remitted by wire transfer in immediately available funds to such bank account of this Agreementthe ABL Agent (for the benefit of the ABL Secured Parties) as the ABL Agent shall have specified in writing to the Controlling Term Agent. Interest and fees shall be calculated to but excluding the Purchase Date if the amounts so paid by the applicable Purchasing Creditors to the bank account designated by the ABL Agent are received in such bank account prior to 1:00 p.m., New York time, and interest shall be calculated to and including such Purchase Date if the amounts so paid by the applicable Purchasing Creditors to the bank account designated by the ABL Agent are received in such bank account after 1:00 p.m., New York time. (c) Within ten (10) days after Any purchase pursuant to the Starting Datepurchase option set forth in this Section 3.8 shall, except as provided below, be expressly made without representation or warranty of any kind by the ABL Agent or the other ABL Secured Parties as to the ABL Obligations, the Partnership shall notify collateral or otherwise, and without recourse to the ABL Agent and the other ABL Secured Parties as to the ABL Obligations, the collateral or otherwise, except that the ABL Agent and each member of the Family Group of ABL Secured Parties, as to itself only, shall represent and warrant only as to the Selling Partner who is an Authorized Transferee of matters set forth in the Selling Partner of assignment agreement to be entered into as provided herein in connection with such purchase, which shall include (i) the Starting Date; principal amount of the ABL Obligations being sold by it, (ii) the number of Offered Interests; that such Person has not created any Lien on any ABL Obligations being sold by it, and (iii) that such Person has the Purchase Price of right to assign the Offered Interests. The Partnership’s notice shall include a copy of the Seller’s NoticeABL Obligations being assigned by it and its assignment agreement has been duly authorized and delivered. (d) Within twenty-five Upon notice to the Credit Parties by the Controlling Term Agent that the purchase of ABL Obligations pursuant to this Section 3.8 has been consummated by delivery of the purchase price to the ABL Agent, the Credit Parties shall treat the applicable Purchasing Creditors as holders of the ABL Obligations and the Controlling Term Agent shall be deemed appointed to act in such capacity as the “agent” or “administrative agent” (25or analogous capacity) days after (the Starting “Replacement Agent”) under the ABL Documents, for all purposes hereunder and under each ABL Document (it being agreed that the ABL Agent shall have no obligation to act as such replacement “agent” or “administrative agent” (or analogous capacity)). In connection with any purchase of ABL Obligations pursuant to this Section 3.8, each ABL Lender and ABL Agent agrees to enter into and deliver to the applicable Term Lenders on the Purchase Date, as a condition to closing, an assignment agreement customarily used by the ABL Agent in connection with the ABL Credit Agreement and the ABL Agent and each member other ABL Lender shall deliver all possessory collateral (if any), together with any necessary endorsements and other documents (including any applicable stock powers or bond powers), then in its possession or in the possession of its agent or bailee, or turn over control as to any pledged collateral, deposit accounts or securities accounts of which it or its agent or bailee then has control, as the case may be, to the Replacement Agent, and deliver the loan register and participant register, if applicable and all other records pertaining to the ABL Obligations to the Replacement Agent and otherwise take such actions as may be reasonably appropriate to effect an orderly transition to the Replacement Agent. Upon the consummation of the Family Group purchase of the Selling Partner who is ABL Obligations pursuant to this Section 3.8, the ABL Agent (and all other agents under the ABL Credit Agreement) shall be deemed to have resigned as an Authorized Transferee “agent” or “administrative agent” for the ABL Secured Parties under the ABL Documents; provided that the ABL Agent (and all other agents under the ABL Credit Agreement) shall be entitled to all of the Selling Partner shall notify rights and benefits of a former “agent” or “administrative agent” under the Partnership of how many, if any, of the Offered Interests it elects to purchaseABL Credit Agreement. (e) Within thirty-five (35) days after Notwithstanding the Starting Date, the Partnership shall provide written notice to the Selling Partner and to each member of the Family Group of the Selling Partner of (i) the number of Offered Interests to be purchased by the members of such Family Group and the allocation of the Offered Interests among such members pursuant to the terms of Section 8.7; (ii) the number of Offered Interests to be purchased by the Partnership pursuant to the terms of Section 8.7; and (iii) the time, date and place of Closing, which shall be no sooner than ninety (90) days after the Starting Date and no later than one hundred twenty (120) days after the Starting Date. (f) The Offered Interests shall be allocated in the manner provided in Section 8.7. (g) If the members of the applicable Family Group and the Partnership do not elect to purchase all of the Offered Interests, then the Selling Partner may, subject to Section 8.1, Transfer the portion of the Offered Interests that such Family Group members and the Partnership do not elect to purchase (the “Waived Partnership Interests”) to the Authorized Transferee(s) of the Selling Partner specified in the Seller’s Notice; provided, however, that such Transfer occurs on terms no more favorable to such Authorized Transferee(s) than the proposed terms of the foregoing purchase of the Offered Interests ABL Obligations by the members of such Family Group Purchasing Creditors, the ABL Secured Parties shall retain those contingent indemnification obligations and other obligations under the Partnership. In no event shall ABL Documents which by their express terms would survive any Selling Partner Transfer, or attempt to Transfer, any Waived Partnership Interests to a Person who is not an Authorized Transferee repayment of the Selling Partner. (h) Notwithstanding the foregoing provisions of ABL Obligations pursuant to this Section 8.5, a Qualified Entity shall not have a Purchase Right3.8.

Purchase Right. Subject to Section 8.11, at any time after the date hereof, the Partnership and the members of the Family Group of a Partner shall have a right of first refusal (the “Purchase Right”) to purchase, pursuant to the terms of this Section 8.5, from such Partner (for purposes of this Section 8.5, a “Selling Partner”) intending to Transfer all or any portion of its Partnership Interests (including any Partnership Interests acquired after the date hereof) to an Authorized Transferee, other than as permitted in Section 8.3 or approved pursuant to Section 8.4 of this Agreement, of such Partnership Interests. In order to participate in the Purchase Right, a member of the applicable Family Group must be an Authorized Transferee of the Selling Partner. (a) A Selling Partner intending to Transfer all or any portion of its Partnership Interests to an Authorized Transferee (other than as permitted under Section 8.3) shall first deliver to the Partnership a written notice (the “Seller’s Notice”) specifying (i) the Partnership Interests to be transferred (the “Offered Interests”); and (ii) the identity of the proposed Authorized Transferee(s). (b) Within ten (10) days after the Partnership’s receipt of the Seller’s Notice, the Partnership shall deliver to the Selling Partner a Valuation Notice setting forth the Initial Value; thereafter, the Purchase Price shall be determined under Section 1.76 1.85 of this Agreement. (c) Within ten (10) days after the Starting Date, the Partnership shall notify each member of the Family Group of the Selling Partner who is an Authorized Transferee of the Selling Partner of (i) the Starting Date; (ii) the number of Offered Interests; and (iii) the Purchase Price of the Offered Interests. The Partnership’s notice shall include a copy of the Seller’s Notice. (d) Within twenty-five (25) days after the Starting Date, each member of the Family Group of the Selling Partner who is an Authorized Transferee of the Selling Partner shall notify the Partnership of how many, if any, of the Offered Interests it elects to purchase. (e) Within thirty-five (35) days after the Starting Date, the Partnership shall provide written notice to the Selling Partner and to each member of the Family Group of the Selling Partner of (i) the number of Offered Interests to be purchased by the members of such Family Group and the allocation of the Offered Interests among such members pursuant to the terms of Section 8.7; (ii) the number of Offered Interests to be purchased by the Partnership pursuant to the terms of Section 8.7; and (iii) the time, date and place of Closing, which shall be no sooner than ninety (90) days after the Starting Date and no later than one hundred twenty (120) days after the Starting Date. (f) The Offered Interests shall be allocated in the manner provided in Section 8.7. (g) If the members of the applicable Family Group and the Partnership do not elect to purchase all of the Offered Interests, then the Selling Partner may, subject to Section 8.1, Transfer the portion of the Offered Interests that such Family Group members and the Partnership do not elect to purchase (the “Waived Partnership Interests”) to the Authorized Transferee(s) of the Selling Partner specified in the Seller’s Notice; provided, however, that such Transfer occurs on terms no more favorable to such Authorized Transferee(s) than the proposed terms of the purchase of the Offered Interests by the members of such Family Group and the Partnership. In no event shall any Selling Partner Transfer, or attempt to Transfer, any Waived Partnership Interests to a Person who is not an Authorized Transferee of the Selling Partner. (h) Notwithstanding the foregoing provisions of this Section 8.5, a Qualified Entity shall not have a Purchase Right.

Purchase Right. Subject (a) Without prejudice to Section 8.11the enforcement of the First Lien Secured Parties’ remedies, the First Lien Secured Parties agree that at any time after the date hereof, the Partnership and the members following (i) acceleration of the Family Group First Lien Obligations in accordance with the terms of the Existing First Lien Credit Agreement, (ii) a Partner shall have payment default under the Existing First Lien Credit Agreement (after giving effect to any cure periods) that has not been cured or waived by the First Lien Secured Parties or (iii) the commencement of an Insolvency Proceeding (each, a right of first refusal (the “Purchase RightEvent”) ), one or more of the Second Lien Secured Parties may provide notice to purchasethe First Lien Secured Parties of their intent to purchase all, but not less than all, of the aggregate amount of First Lien Obligations outstanding at the time of purchase at par, without warranty or representation or recourse (except for representations and warranties required to be made by assigning lenders pursuant to the terms Assignment and Acceptance (as such term is defined in the Existing First Lien Credit Agreement)). If such right is exercised in accordance with the previous sentence, the parties shall close promptly thereafter but in any event within ten (10) Business Days of such notice. Such notice from one or more of the Second Lien Secured Parties shall be irrevocable. If none of the Second Lien Secured Parties exercise such right or close such purchase within ten (10) Business Days after providing such notice, the First Lien Secured Parties shall have no further obligations pursuant to this Section 8.53.05(a) for such Purchase Event and may take any further actions in their sole discretion in accordance with the First Lien Collateral Documents, from such Partner the Existing First Lien Credit Agreement, this Agreement and any purchase documents related to a contemplated purchase. The First Lien Representative, on behalf of itself and the other First Lien Secured Parties, hereby agrees that it will give the Second Lien Representative five (for purposes of this Section 8.5, a “Selling Partner”5) intending to Transfer all or any portion Business Days’ prior written notice of its Partnership Interests (including any Partnership Interests acquired intention to commence an Enforcement Action after the date hereof) to an Authorized Transferee, other than as permitted in Section 8.3 or approved pursuant to Section 8.4 occurrence of this Agreement, of such Partnership Interests. In order to participate in the a Purchase Right, a member of the applicable Family Group must be an Authorized Transferee of the Selling Partner. (a) A Selling Partner intending to Transfer all or any portion of its Partnership Interests to an Authorized Transferee (other than as permitted under Section 8.3) shall first deliver to the Partnership a written notice (the “Seller’s Notice”) specifying (i) the Partnership Interests to be transferred (the “Offered Interests”); and (ii) the identity of the proposed Authorized Transferee(s)Event. (b) Within ten Upon the date of such purchase and sale pursuant to clause (10a) days after the Partnership’s receipt of the Seller’s Noticeabove, the Partnership shall deliver to Second Lien Secured Parties making the Selling Partner a Valuation Notice setting forth request or providing the Initial Value; thereafternotice (hereinafter, the Purchase Price “Purchasing Second Lien Secured Parties”) shall be determined under Section 1.76 of this Agreement. (c) Within ten (10) days after the Starting Date, the Partnership shall notify each member of the Family Group of the Selling Partner who is an Authorized Transferee of the Selling Partner of (i) pay to the Starting Date; First Lien Secured Parties as the purchase price therefor the full amount of all the First Lien Obligations then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses), (ii) furnish cash collateral to the number First Lien Secured Parties in such amounts as the First Lien Secured Parties determine is reasonably necessary to secure the First Lien Secured Parties in connection with any issued and outstanding letters of Offered Interests; credit provided by any First Lien Secured Parties (or letters of credit that any First Lien Secured Parties has arranged to be provided by third parties pursuant to the financing arrangements of such First Lien Secured Party with TCML or any Guarantor) to TCML or any Guarantor (but not in any event in an amount greater than 105% of the aggregate undrawn face amount of such letters of credit), and (iii) agree to reimburse the Purchase Price First Lien Secured Parties for any loss, cost, damage or expense (including reasonable attorneys’ fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any issued and outstanding letters of credit as described above and any checks or other payments provisionally credited to the First Lien Secured Parties and/or as to which the First Lien Secured Parties have not yet received final payment. Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the Offered Interests. The Partnership’s notice shall include a copy of First Lien Representative in New York City as the Seller’s Notice. (d) Within twenty-five (25) days after the Starting Date, each member of the Family Group of the Selling Partner who is an Authorized Transferee of the Selling Partner shall notify the Partnership of how many, if any, of the Offered Interests it elects to purchase. (e) Within thirty-five (35) days after the Starting Date, the Partnership shall provide written notice First Lien Representative may designate in writing to the Selling Partner Purchasing Second Lien Secured Parties for such purpose. Interest shall be calculated to but excluding the business day on which such purchase and to each member of sale shall occur if the Family Group of the Selling Partner of (i) the number of Offered Interests to be purchased amounts so paid by the members of such Family Group and the allocation of the Offered Interests among such members pursuant Purchasing Second Lien Secured Parties to the terms of Section 8.7; (ii) the number of Offered Interests to be purchased bank account designated by the Partnership pursuant First Lien Representative are received in such bank account prior to 1:00 p.m., New York City time and interest shall be calculated to and including such business day if the amounts so paid by the Purchasing Second Lien Secured Parties to the terms of Section 8.7; and (iii) bank account designated by the time, date and place of Closing, which shall be no sooner than ninety (90) days after the Starting Date and no First Lien Representative are received in such bank account later than one hundred twenty (120) days after the Starting Date1:00 p.m., New York City time. (f) The Offered Interests shall be allocated in the manner provided in Section 8.7. (g) If the members of the applicable Family Group and the Partnership do not elect to purchase all of the Offered Interests, then the Selling Partner may, subject to Section 8.1, Transfer the portion of the Offered Interests that such Family Group members and the Partnership do not elect to purchase (the “Waived Partnership Interests”) to the Authorized Transferee(s) of the Selling Partner specified in the Seller’s Notice; provided, however, that such Transfer occurs on terms no more favorable to such Authorized Transferee(s) than the proposed terms of the purchase of the Offered Interests by the members of such Family Group and the Partnership. In no event shall any Selling Partner Transfer, or attempt to Transfer, any Waived Partnership Interests to a Person who is not an Authorized Transferee of the Selling Partner. (h) Notwithstanding the foregoing provisions of this Section 8.5, a Qualified Entity shall not have a Purchase Right.

Purchase Right. Subject to Section 8.11, (a) If a Fundamental Change occurs at any time prior to the Stated Maturity (subject to certain exceptions set forth below), the Notes not previously purchased by the Company shall be purchased by the Company for cash, at the option of the Holder thereof upon exercise of its rights under this Article 11 ("PURCHASE RIGHTS"), at a repurchase price equal to 100% of the Principal amount of the Notes being repurchased, plus accrued and unpaid Interest to, but not including, the Repurchase Date (the "FUNDAMENTAL CHANGE PURCHASE PRICE"), as of the date that is between 30 and 60 days after the date hereof, the Partnership and the members of the Family Group of a Partner shall have a right notice of first refusal (Fundamental Change delivered by the “Purchase Right”) to purchase, pursuant to the terms of this Section 8.5, from such Partner (for purposes of this Section 8.5, a “Selling Partner”) intending to Transfer all or any portion of its Partnership Interests (including any Partnership Interests acquired after the date hereof) to an Authorized Transferee, other than as permitted in Section 8.3 or approved Company pursuant to Section 8.4 of this Agreement11.1(b) (the "FUNDAMENTAL CHANGE PURCHASE DATE"), of such Partnership Interests. In order subject to participate in the Purchase Right, a member satisfaction by or on behalf of the applicable Family Group must be an Authorized Transferee Holder of the Selling Partner. (a) A Selling Partner intending to Transfer all or any portion of its Partnership Interests to an Authorized Transferee (other than as permitted under requirements set forth in Section 8.3) shall first deliver to the Partnership a written notice (the “Seller’s Notice”) specifying (i) the Partnership Interests to be transferred (the “Offered Interests”); and (ii) the identity of the proposed Authorized Transferee(s11.1(c). (b) Within ten (10) No later than 30 days after the Partnership’s receipt occurrence of a Fundamental Change, the Company shall mail a written notice of the Seller’s NoticeFundamental Change by first class mail to the Trustee and to each Holder (and to beneficial owners as required by applicable law). The notice shall include a form of notice Fundamental Change Purchase Notice to be completed by the Holder and shall state: (i) briefly, the Partnership shall deliver events causing a Fundamental Change and the date of such Fundamental Change; (ii) the date by which the Fundamental Change Purchase Notice pursuant to this Section 11.1 must be delivered to the Selling Partner Paying Agent in order for a Valuation Holder to exercise the Purchase Rights; (iii) the Fundamental Change Purchase Date; (iv) the Fundamental Change Purchase Price; (v) the name and address of the Paying Agent and the Conversion Agent; (vi) the Conversion Price and any adjustments thereto and whether Notes surrendered for conversion within 30 days of the notice of Fundamental Change will be settled in cash, shares of Common Stock or a combination of cash and shares of Common Stock; (vii) the date by which Holders must convert their Notes in order to receive any Additional Common Stock or additional cash payment pursuant to Section 12.1(b). (viii) that the Notes as to which a Fundamental Change Purchase Notice setting forth has been given may be converted only if the Initial Value; thereafterFundamental Change Purchase Notice has been withdrawn in accordance with the terms of this Indenture; (ix) that the Notes must be surrendered to the Paying Agent to collect payment; (x) that the Fundamental Change Purchase Price for any Note as to which a Fundamental Change Purchase Notice has been duly given and not withdrawn will be paid promptly following the later of the Fundamental Change Purchase Date and the time of surrender of such Note as described in clause (viii) above; (xi) briefly, the procedures the Holder must follow to exercise rights under this Section 11.1; (xii) briefly, the conversion rights of the Notes; (xiii) the procedures for withdrawing a Fundamental Change Purchase Price Notice; (xiv) that, unless the Company defaults in making payment of such Fundamental Change Purchase Price, interest, and Additional Interest, if any, on Notes surrendered for purchase by the Company will cease to accrue on and after the Fundamental Change Purchase Date; and (xv) the CUSIP number(s) of the Notes. Without otherwise limiting the Company's obligations pursuant to this Section 11.1 in any way, the Company shall be determined under Section 1.76 of also issue a press release through Dow ▇▇▇▇▇ & Company, Inc. containing the relevant information and otherwise make this Agreementinformation available on the Company's web site or through another public medium as the Company may use at that time. (c) Within ten A Holder may exercise its rights specified in Section 11.1(a) upon delivery of a written notice of purchase (10a "FUNDAMENTAL CHANGE PURCHASE NOTICE") days after to the Starting DatePaying Agent at any time on or prior to the close of business on the second Business Day preceding the Fundamental Change Purchase Date (unless the Company shall specify a later date), the Partnership shall notify each member of the Family Group of the Selling Partner who is an Authorized Transferee of the Selling Partner of specifying: (i) the Starting Date; certificate number of the Note, if certificated, which the Holder will deliver to be purchased or, if not certificated, the notice must comply with the appropriate depositary procedures; (ii) the number portion of Offered Intereststhe principal amount of the Note to be purchased, which portion must be $1,000 or an integral multiple of $1,000; and and (iii) the Purchase Price of the Offered Interests. The Partnership’s notice that such Note shall include a copy of the Seller’s Notice. (d) Within twenty-five (25) days after the Starting Date, each member of the Family Group of the Selling Partner who is an Authorized Transferee of the Selling Partner shall notify the Partnership of how many, if any, of the Offered Interests it elects to purchase. (e) Within thirty-five (35) days after the Starting Date, the Partnership shall provide written notice to the Selling Partner and to each member of the Family Group of the Selling Partner of (i) the number of Offered Interests to be purchased by the members of such Family Group and the allocation of the Offered Interests among such members pursuant to the terms of Section 8.7; (ii) the number of Offered Interests to be purchased by the Partnership pursuant to the terms of Section 8.7; and (iii) the time, date and place of Closing, which shall be no sooner than ninety (90) days after the Starting Date and no later than one hundred twenty (120) days after the Starting Date. (f) The Offered Interests shall be allocated conditions specified in the manner provided in Section 8.7. (g) If the members of the applicable Family Group this Indenture and the Partnership do not elect to purchase all of the Offered Interests, then the Selling Partner may, subject to Section 8.1, Transfer the portion of the Offered Interests that such Family Group members and the Partnership do not elect to purchase (the “Waived Partnership Interests”) to the Authorized Transferee(s) of the Selling Partner specified in the Seller’s Notice; provided, however, that such Transfer occurs on terms no more favorable to such Authorized Transferee(s) than the proposed terms of the purchase of the Offered Interests by the members of such Family Group and the Partnership. In no event shall any Selling Partner Transfer, or attempt to Transfer, any Waived Partnership Interests to a Person who is not an Authorized Transferee of the Selling PartnerNotes. (h) Notwithstanding the foregoing provisions of this Section 8.5, a Qualified Entity shall not have a Purchase Right.

Purchase Right. Subject to Section 8.11, at any time The Lenders agree that (a) within two (2) Business Days after the delivery by the Required Lenders (or the Administrative Agent at the instruction of the Required Lenders) to the Borrower of written notice of the occurrence or declaration of an Event of Default (it being agreed by the Lenders that no remedies shall be exercised in respect of such Event of Default prior to the date hereofof such written notice or declaration), the Partnership and Required Lenders shall instruct the members Administrative Agent in writing to give written notice of such Event of Default to the Family Group of a Partner shall have a right of first refusal indenture trustee under the Second Lien Notes Indenture (the “Purchase RightSecond Lien Representative”), at which point the Administrative Agent shall promptly deliver such written notice (a “DIP Lender Default Notice”) to purchase, pursuant such indenture trustee via facsimile transmission and overnight air courier guaranteeing next day delivery to the terms of this Section 8.5following address: U.S. Bank, from such Partner National Association, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Facsimile No.: (for purposes of this Section 8.5▇▇▇) ▇▇▇-▇▇▇▇, Attention: Global Corporate Trust Services – Appvion, Inc., with a “Selling Partner”) intending copy to Transfer all or any portion of its Partnership Interests (including any Partnership Interests acquired after the date hereof) to an Authorized Transferee, other than as permitted in Section 8.3 or approved pursuant to Section 8.4 of this Agreement, of such Partnership Interests. In order to participate in the Purchase Right, a member of the applicable Family Group must be an Authorized Transferee of the Selling Partner. (a) A Selling Partner intending to Transfer all or any portion of its Partnership Interests to an Authorized Transferee (other than as permitted under Section 8.3) shall first deliver counsel to the Partnership a written notice (Second Lien Noteholders via electronic email and overnight air courier guaranteeing next day delivery to the “Seller’s Notice”) specifying (i) the Partnership Interests to be transferred (the “Offered Interests”); and (ii) the identity of the proposed Authorized Transferee(s)following address: Stroock & Stroock & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, E-mail: ▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇. ▇▇▇, Attention: ▇▇▇▇▇ Charleston, Esq., (b) Within ten within thirty (1030) days after the Partnership’s receipt occurrence of an the Event of Default (provided that the expiration of such 30-day period shall be tolled until such time as the indenture trustee under the Second Lien Notes Indenture receives the DIP Lender Default Notice, at which time such 30-day period shall reset and commence), Second Lien Noteholders holding at least a majority of the Seller’s NoticeSecond Lien Notes and/or one or more third parties that are approved by the Second Lien Noteholders holding at least a majority of the Second Lien Notes (such institutions, affiliates, funds and third parties, the Partnership shall deliver to “Purchase Right Parties”) may request, and the Selling Partner a Valuation Notice setting forth the Initial Value; thereafterSecured Parties hereby offer such Persons, the Purchase Price shall be determined under Section 1.76 of this Agreement. (c) Within ten (10) days after the Starting Date, the Partnership shall notify each member of the Family Group of the Selling Partner who is an Authorized Transferee of the Selling Partner of (i) the Starting Date; (ii) the number of Offered Interests; and (iii) the Purchase Price of the Offered Interests. The Partnership’s notice shall include a copy of the Seller’s Notice. (d) Within twenty-five (25) days after the Starting Date, each member of the Family Group of the Selling Partner who is an Authorized Transferee of the Selling Partner shall notify the Partnership of how many, if any, of the Offered Interests it elects to purchase. (e) Within thirty-five (35) days after the Starting Date, the Partnership shall provide written notice to the Selling Partner and to each member of the Family Group of the Selling Partner of (i) the number of Offered Interests to be purchased by the members of such Family Group and the allocation of the Offered Interests among such members pursuant to the terms of Section 8.7; (ii) the number of Offered Interests to be purchased by the Partnership pursuant to the terms of Section 8.7; and (iii) the time, date and place of Closing, which shall be no sooner than ninety (90) days after the Starting Date and no later than one hundred twenty (120) days after the Starting Date. (f) The Offered Interests shall be allocated in the manner provided in Section 8.7. (g) If the members of the applicable Family Group and the Partnership do not elect option to purchase all of the Offered Interests, then the Selling Partner may, subject to Section 8.1, Transfer the portion of the Offered Interests that such Family Group members (and the Partnership do not elect to purchase (the “Waived Partnership Interests”) to the Authorized Transferee(sless than all) of the Selling Partner specified accrued and unpaid Obligations outstanding at such time, at par with respect to the Loans and in the Seller’s Notice; providedfull amount of all other Obligations, however, that such Transfer occurs on terms no more favorable to such Authorized Transferee(s) than the proposed terms of the purchase of the Offered Interests by the members of such Family Group and the Partnership. In no event shall any Selling Partner Transfer, without warranty or attempt to Transfer, any Waived Partnership Interests to a Person who is not an Authorized Transferee of the Selling Partner. (h) Notwithstanding the foregoing provisions of this Section 8.5, a Qualified Entity shall not have a Purchase Right.representation or recourse

Purchase Right. Subject to Section 8.11, at any time after the date hereof, the Partnership and the members of the Family Group of a Partner shall have a right of first refusal (the “Purchase Right”) to purchase, pursuant to the terms of this Section 8.5, from such Partner (for purposes of this Section 8.5, a “Selling Partner”) intending to Transfer all or any portion of its Partnership Interests (including any Partnership Interests acquired after the date hereof) to an Authorized Transferee, other than as permitted in Section 8.3 or approved pursuant to Section 8.4 of this Agreement, of such Partnership Interests. In order to participate in the Purchase Right, a member of the applicable Family Group must be an Authorized Transferee of the Selling Partner. (a) A Selling Partner intending to Transfer all or any portion of its Partnership Interests to an Authorized Transferee (other than as permitted under Section 8.3) shall first deliver to Each Senior Representative agrees that it will give the Partnership a Designated Second Priority Representative written notice (the “Seller’s Enforcement Notice”) specifying within five (5) Business Days after the commencement by such Senior Representative of (i) any Enforcement Action with respect to Shared Collateral or (ii) any Insolvency or Liquidation Proceeding (which notice shall be effective for all Enforcement Actions taken after the Partnership Interests date of such notice so long as such Senior Representative is diligently pursuing in good faith the exercise of its default or enforcement rights or remedies against, or diligently attempting in good faith to be transferred vacate any stay of enforcement rights (other than any stay imposed under Section 362 of the Bankruptcy Code or any similar stay under any similar Bankruptcy Law) of its Senior Liens on a material portion of the Shared Collateral, including, without limitation, all Enforcement Ac- 31447057_4 32101176_5 NEWYORK 8661362 (2K) tions identified in such notice). Following the commencement of an Enforcement Action or the institution of any Insolvency Proceeding by any Senior Representative, any Second Priority Debt Party shall have the option, by irrevocable written notice (the “Offered InterestsPurchase Notice”); and ) delivered by the Designated Second Priority Representative to each Senior Representative no later than ten (ii10) Business Days after receipt by the identity Designated Second Priority Representative of the proposed Authorized Transferee(sEnforcement Notice, to purchase all, but not less than all, of the Senior Obligations from the Senior Secured Parties. In the case of a voluntary Insolvency or Liquidation Proceeding commenced by any Grantor, or an involuntary Insolvency or Liquidation Proceeding commenced by any party other than a Senior Representative, no Enforcement Notice need be provided and the Designated Second Priority Representative shall have the option to deliver the Purchase Notice within ten (10) Business Days from the commencement of such Insolvency or Liquidation Proceeding. If the Designated Second Priority Representative so delivers the Purchase Notice, each Senior Representative shall terminate any existing Enforcement Actions and shall not take any further Enforcement Actions; provided that the Purchase (as defined below) shall have been consummated on the Business Day specified in the Purchase Notice in accordance with Section 5.07(b). (b) Within On the date specified by the Designated Second Priority Representative in the Purchase Notice (which shall be a Business Day not less than five (5) Business Days, nor more than ten (10) days Business Days, after receipt by the Partnership’s receipt Senior Representatives of the Seller’s Purchase Notice), the Partnership shall deliver Senior Secured Parties shall, subject to any required approval of any court or other governmental authority then in effect, sell to the Selling Partner a Valuation Notice setting forth Second Priority Debt Parties electing to purchase pursuant to Section 5.07(a) (the Initial Value“Purchasing Parties”), and the Purchasing Parties shall purchase (the “Purchase”) from the Senior Secured Parties, all of the Senior Obligations; thereafter, provided that the Purchase Price Senior Obligations purchased shall be determined not include any rights of Senior Secured Parties with respect to indemnification and other obligations of the Borrower and the Grantors under Section 1.76 the Senior Debt Documents that are expressly stated to survive the termination of this Agreementthe Senior Debt Documents (the “Surviving Obligations”). (c) Within ten Without limiting the obligations of the Borrower and the Grantors under the Senior Debt Documents to the Senior Secured Parties with respect to the Surviving Obligations (10) days after which shall not be transferred in connection with the Starting DatePurchase), on the date of the Purchase, the Partnership Purchasing Parties shall notify each member of the Family Group of the Selling Partner who is an Authorized Transferee of the Selling Partner of (i) pay to the Starting Date; Senior Secured Parties as the purchase price (the “Purchase Price”) therefor the full amount of all Senior Obligations then outstanding and unpaid (including principal, premium, interest, fees, breakage costs, attorneys' fees and expenses, and, in the case of any obligations in respect of Secured Hedge Agreements owed to a Senior Secured Party, the amount that would be payable by the relevant Loan Party thereunder if it were to terminate such Secured Hedge Agreements on the date of the Purchase or, if not terminated, an amount determined by the relevant Senior Secured Party to be necessary to collateralize its credit risk arising out of such Secured Hedge Agreement), (ii) furnish cash collateral (the number “Cash Collateral”) to the Senior Secured Parties in such amounts as the relevant Senior Secured Parties determine is reasonably necessary to secure such Senior Secured Parties in connection with any outstanding letters of Offered Interests; and credit (not to exceed 105% of the aggregate undrawn face amount of such letters of credit), (iii) agree to reimburse the Senior Secured Parties for any loss, cost, damage or expense (including attorneys' fees and expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the Senior Obligations and/or as to which the Senior Secured Parties have not yet received final payment and (iv) agree, after 31447057_4 32101176_5 NEWYORK 8661362 (2K) written request from any Senior Representative, to reimburse the Senior Secured Parties in respect of indemnification obligations of the Loan Parties under the Senior Debt Documents as to matters or circumstances known to the Purchasing Parties (including by way of notice from any Senior Representative or Senior Secured Party) at the time of the Purchase Price which could reasonably be expected to result in any loss, cost, damage or expense to any of the Offered Interests. The Partnership’s notice Senior Secured Parties; provided that in no event shall include a copy any Purchasing Party be liable to reimburse the Senior Secured Parties in respect of indemnification obligations in excess of proceeds of Collateral received by the Seller’s NoticePurchasing Parties. (d) Within twenty-five (25) days after the Starting Date, each member The Purchase Price and Cash Collateral shall be remitted by wire transfer in immediately available funds to such account of the Family Group respective Senior Representative as it shall designate to the Purchasing Parties. Each Senior Representative shall, promptly following its receipt thereof, distribute the amounts received by it in respect of the Selling Partner who is an Authorized Transferee of Purchase Price to the Selling Partner Senior Secured Parties in accordance with the Senior Debt Documents. Interest shall notify be calculated to but excluding the Partnership of how manyday on which the Purchase occurs if the amounts so paid by the Purchasing Parties to the account designated by the Senior Collateral Agent are received in such account prior to 3:00 p.m., New York City time, and interest shall be calculated to and including such day if anythe amounts so paid by the Purchasing Parties to the account designated by the respective Senior Representative are received in such account later than 3:00 p.m., of the Offered Interests it elects to purchaseNew York City time. (e) Within thirty-five (35) days after The Purchase shall be made without representation or warranty of any kind by the Starting DateSenior Secured Parties as to the Senior Obligations, the Partnership shall provide written notice Senior Collateral or otherwise and without recourse to the Selling Partner Senior Secured Parties, except that the Senior Secured Parties shall represent and to each member of the Family Group of the Selling Partner of warrant (i) the number of Offered Interests to be purchased by the members of such Family Group and the allocation amount of the Offered Interests among such members pursuant to the terms of Section 8.7; Senior Obligations being purchased, (ii) that the number Senior Secured Parties own the Senior Obligations free and clear of Offered Interests to be purchased by the Partnership pursuant to the terms of Section 8.7; any liens or encumbrances and (iii) that the time, date and place of Closing, which shall be no sooner than ninety (90) days after Senior Secured Parties have the Starting Date and no later than one hundred twenty (120) days after right to assign the Starting Date. (f) The Offered Interests shall be allocated in the manner provided in Section 8.7. (g) If the members of the applicable Family Group Senior Obligations and the Partnership do not elect to purchase all of the Offered Interests, then the Selling Partner may, subject to Section 8.1, Transfer the portion of the Offered Interests that such Family Group members and the Partnership do not elect to purchase (the “Waived Partnership Interests”) to the Authorized Transferee(s) of the Selling Partner specified in the Seller’s Notice; provided, however, that such Transfer occurs on terms no more favorable to such Authorized Transferee(s) than the proposed terms of the purchase of the Offered Interests by the members of such Family Group and the Partnership. In no event shall any Selling Partner Transfer, or attempt to Transfer, any Waived Partnership Interests to a Person who assignment is not an Authorized Transferee of the Selling Partnerduly authorized. (h) Notwithstanding the foregoing provisions of this Section 8.5, a Qualified Entity shall not have a Purchase Right.

Purchase Right. Subject to Section 8.118.10, at any time after the date hereof, the Partnership and the members of the Family Group of a Partner Holders shall have a right of first refusal (the “"Purchase Right”") to purchase, pursuant to the terms of this Section 8.58.4, from such any Partner (for purposes of this Section 8.58.4, a “"Selling Partner”") intending to Transfer Transfer, other than as permitted in Section 8.3 of this Agreement, all or or, if not prohibited by Section 5.2(d), any portion portion, of its his Partnership Interests (including any Partnership Interests acquired after the date hereof) to an Authorized Transferee, other than as permitted in Section 8.3 or approved pursuant to Section 8.4 of this Agreement, of such Partnership Interests. In order to participate in the Purchase Right, a member of the applicable Family Group must be an Authorized Transferee of the Selling Partner). (a) A Selling Partner intending to Transfer all or or, if not prohibited by Section 5.2(d), any portion portion, of its his Partnership Interests to an Authorized Transferee (other than as permitted under Section 8.3) shall first deliver to the Partnership a written notice (the “"Seller’s 's Notice”") specifying (i) the Partnership Interests to be transferred (the “"Offered Interests”"); and (ii) the identity of the proposed Authorized Transferee(s). (b) Within ten (10) days after the Partnership’s 's receipt of the Seller’s 's Notice, the Partnership shall deliver to the Selling Partner a Valuation Notice setting forth the Initial Value; thereafter, Value and the General Partners and the Selling Partner shall determine the Purchase Price shall be determined under pursuant to Section 1.76 1.56 of this Agreement. (c) Within ten (10) days after the Starting Date, the Partnership shall notify each member of the Family Group of Holder (other than the Selling Partner who is an Authorized Transferee of the Selling Partner Partner) of (iiii) the Starting Date; (iiiv) the number of Offered Interests; and (iiiv) the Purchase Price of the Offered Interests. The Partnership’s 's notice shall include a copy of the Seller’s 's Notice. (d) Within twenty-five (25) days after the Starting Date, each member of the Family Group of Holder (other than the Selling Partner who is an Authorized Transferee of the Selling Partner Partner) shall notify the Partnership of how many, if any, of the Offered Interests it he elects to purchase. (e) Within thirty-five (35) days after the Starting Date, the Partnership shall provide written notice to the Selling Partner and to each member of the Family Group of the Selling other Partner of (i) the number of Offered Interests to be purchased by the members of such Family Group Holders and the allocation of the Offered Interests among such members the Family Holders pursuant to the terms of Section 8.78.6; (ii) the number of Offered Interests to be purchased by the Partnership pursuant to the terms of Section 8.78.6; and (iii) the time, date and place of Closing, which shall be no sooner than ninety (90) days after the Starting Date and no later than one hundred twenty (120) days after the Starting Date. (f) The Offered Interests shall be allocated among the Partnership and the Family Holders, and within each Family Group among its Family Holders, in the manner provided in Section 8.78.6. (g) If the members of the applicable Family Group Holders and the Partnership do not elect to purchase all of the Offered Interests, then the Selling Partner may, subject to Section 8.1Sections 5.2(d), 8.1 and 8.2, Transfer the portion of the Offered Interests that such the Family Group members Holders and the Partnership do not elect to purchase (the “"Waived Partnership Interests”") to the Authorized Transferee(s) of the Selling Partner specified in the Seller’s 's Notice; provided, however, that such Transfer occurs on terms no more favorable to such Authorized Transferee(s) than the proposed terms of the purchase of the Offered Interests by the members of such Family Group Holders and the Partnership. In no event shall any Selling Partner Transfer, or attempt to Transfer, any Waived Partnership Interests to a Person who is not an Authorized Transferee of the Selling Partner. (h) Notwithstanding the foregoing provisions of this Section 8.5, a Qualified Entity shall not have a Purchase Right.

Purchase Right. (a) Subject to the last sentence of this Section 8.117.05(a), at any time after upon or following (i) an event of default under any First Lien Credit Document relating to failure to make payments of principal or interest on First Lien Obligations, (ii) an acceleration of the date hereofmaturity of the indebtedness under the First Lien Credit Documents, (iii) the commencement or occurrence of an Insolvency or Liquidation Proceeding with respect to any Grantor or (iv) receipt of written notice from the First Lien Administrative Agent pursuant to Section 3.01(b) of its intention to commence a lien enforcement action with respect to any Collateral, the Partnership and Second Lien Secured Parties shall have the members option (the "PURCHASE RIGHT"), by no less than three Business Days written notice delivered by the Second Lien Administrative Agent to the First Lien Administrative Agent (a "PURCHASE NOTICE"), to purchase all (but not less than all) of the Family Group of a Partner First Lien Obligations from the First Lien Secured Parties. Such notice from the Second Lien Administrative Agent shall have a right of first refusal (the “Purchase Right”) be irrevocable. The Company agrees to purchase, pursuant provide prompt written notice to the terms Second Lien Administrative Agent of any event of default under any First Lien Credit Document. The Purchase Right of the Second Lien Secured Parties in respect of the occurrence of any of the events described in the foregoing clauses (i), (ii), (iii) and (iv) of this Section 8.5, from such Partner 7.05(a) (for purposes of this Section 8.5each, a “Selling Partner”"TRIGGERING EVENT") intending to Transfer all or any portion shall expire and shall no longer be exercisable in respect of its Partnership Interests (including any Partnership Interests acquired after such occurrence if such Purchase Right is not exercised within 90 days following the date hereof) to an Authorized Transferee, other than as permitted in Section 8.3 or approved pursuant to Section 8.4 of this Agreement, the Second Lien Secured Parties are notified of such Partnership Interests. In order to participate occurrence (such 90 day period, the "PURCHASE PERIOD"); provided that no Triggering Events that occur during any Purchase Period will result in the commencement of any additional Purchase Right, a member of the applicable Family Group must be an Authorized Transferee of the Selling Partner. (a) A Selling Partner intending to Transfer all or any portion of its Partnership Interests to an Authorized Transferee (other than as permitted under Section 8.3) shall first deliver to the Partnership a written notice (the “Seller’s Notice”) specifying (i) the Partnership Interests to be transferred (the “Offered Interests”); and (ii) the identity of the proposed Authorized Transferee(s)Periods. (b) Within ten On the date (10the "PURCHASE DATE") days specified by the Second Lien Administrative Agent in such notice (which shall be a Business Day not less than three Business Days, nor more than fifteen Business Days, after the Partnership’s receipt by the First Lien Secured Parties of the Seller’s Noticenotice referred to in Section 7.05(a)), the Partnership shall deliver First Lien Secured Parties shall, subject to any required approval of any court or other Governmental Authority then in effect, if any, sell to the Selling Partner Second Lien Secured Parties electing to purchase pursuant to Section 7.05(a) (the "PURCHASING PARTIES"), and the Purchasing Parties shall purchase from the First Lien Secured Parties, all of the First Lien Obligations; provided that the First Lien Obligations purchased shall not include any rights of First Lien Secured Parties with respect to indemnification obligations of the Grantors under the First Lien Credit Documents that are expressly stated to survive the termination of the First Lien Credit Documents (the "SURVIVING INDEMNITIES"). The Purchasing Parties shall be irrevocably and unconditionally obligated to effect such purchase on the terms herein not later than the Purchase Date. Upon delivery of a Valuation Purchase Notice setting forth by the Initial Value; thereafterSecond Lien Administrative Agent to the First Lien Administrative Agent, the Purchase Price shall be determined under Section 1.76 First Lien Secured Parties shall, if reasonably requested by the Purchasing Parties, cease the exercise of this Agreementrights and enforcement of remedies with respect to the Collateral. (c) Within ten Without limiting the indemnification obligations of the Grantors under the First Lien Credit Documents to the First Lien Secured Parties with respect to Surviving Indemnities (10which shall not be transferred in connection with any purchase and sale under 7.05(b)), the Purchasing Parties shall (i) days on the Purchase Date, pay to the First Lien Secured Parties as the purchase price therefor the full amount of all the First Lien Obligations then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys' fees and legal expenses, and, in the case of any Interest Rate Agreement or Foreign Currency Agreement, if terminated, the amount that would be payable by the Company, Parent or any Subsidiary thereunder if it were to terminate such Interest Rate Agreement or Foreign Currency Agreement on the date of such purchase and sale or, if not terminated, an amount reasonably determined by any First Lien Lender or Affiliate thereof party to such Interest Rate Agreement or Foreign Currency Agreement to be necessary to collateralize its credit risk arising out of such Interest Rate Agreement or Foreign Currency Agreement), (ii) on the Purchase Date, furnish cash collateral (subject to return if the Letters of Credit expire or are cancelled) to the First Lien Secured Parties in such amounts as the First Lien Secured Parties determine is reasonably necessary to secure the First Lien Secured Parties in connection with any issued and outstanding Letters of Credit (but not in any event in an amount greater than 105% of the aggregate undrawn face amount of such Letters of Credit), and (iii) upon and after the Starting Purchase Date, reimburse the Partnership First Lien Secured Parties for any loss, cost, damage or expense (including reasonable attorneys' fees and legal expenses) in connection with any fees, costs or expenses related to any checks or other payments provisionally credited to the First Lien Obligations and/or as to which the First Lien Secured Parties have not yet received final payment. (d) Such purchase price and cash collateral shall notify each member be remitted by wire transfer in Dollars and in immediately available funds to the First Lien Administrative Agent to such bank account of the Family Group First Lien Administrative Agent as the First Lien Administrative Agent may designate in writing to Purchasing Parties for such purpose. The First Lien Administrative Agent shall, promptly following its receipt thereof, distribute the amounts received by it in respect of such purchase price to the Selling Partner who is an Authorized Transferee First Lien Secured Parties, pro rata according to the First Lien Obligations owing to the First Lien Secured Parties. Interest shall be calculated to but excluding the day on which such purchase and sale shall occur if the amounts so paid by the Purchasing Parties to the bank account designated by the First Lien Administrative Agent are received in such bank account prior to 12:00 Noon, New York City time, and interest shall be calculated to and including such day if the amounts so paid by the Purchasing Parties to the bank account designated by the First Lien Administrative Agent are received in such bank account later than 12:00 Noon, New York City time. (e) Such purchase shall be expressly made without representation or warranty of any kind by the Selling Partner of First Lien Secured Parties as to the First Lien Obligations, Collateral or otherwise and without recourse to the First Lien Secured Parties, except that the First Lien Secured Parties shall represent and warrant: (i) the Starting Date; amount of the First Lien Obligations being purchased, (ii) that the number First Lien Secured Parties own the First Lien Obligations free and clear of Offered Interests; any Liens or encumbrances and (iii) the Purchase Price of First Lien Secured Parties have the Offered Interests. The Partnership’s notice shall include a copy of right to assign the Seller’s Notice. (d) Within twenty-five (25) days after the Starting Date, each member of the Family Group of the Selling Partner who is an Authorized Transferee of the Selling Partner shall notify the Partnership of how many, if any, of the Offered Interests it elects to purchase. (e) Within thirty-five (35) days after the Starting Date, the Partnership shall provide written notice to the Selling Partner and to each member of the Family Group of the Selling Partner of (i) the number of Offered Interests to be purchased by the members of such Family Group First Lien Obligations and the allocation of the Offered Interests among such members pursuant to the terms of Section 8.7; (ii) the number of Offered Interests to be purchased by the Partnership pursuant to the terms of Section 8.7; and (iii) the time, date and place of Closing, which shall be no sooner than ninety (90) days after the Starting Date and no later than one hundred twenty (120) days after the Starting Dateassignment is duly authorized. (f) The Offered Interests shall be allocated in the manner provided in Section 8.7. (g) If the members of the applicable Family Group and the Partnership do not elect to purchase all of the Offered Interests, then the Selling Partner may, subject to Section 8.1, Transfer the portion of the Offered Interests that such Family Group members and the Partnership do not elect to purchase (the “Waived Partnership Interests”) to the Authorized Transferee(s) of the Selling Partner specified in the Seller’s Notice; provided, however, that such Transfer occurs on terms no more favorable to such Authorized Transferee(s) than the proposed terms of the purchase of the Offered Interests by the members of such Family Group and the Partnership. In no event shall any Selling Partner Transfer, or attempt to Transfer, any Waived Partnership Interests to a Person who is not an Authorized Transferee of the Selling Partner. (h) Notwithstanding the foregoing provisions of this Section 8.5, a Qualified Entity shall not have a Purchase Right.

Purchase Right. Subject to Section 8.118.10, at any time after the date hereof, the Partnership and the members of the Family Group of a Partner Holders shall have a right of first refusal (the “Purchase Right”) to purchase, pursuant to the terms of this Section 8.58.4, from such any Partner (for purposes of this Section 8.5Section, a “Selling Partner”) intending to Transfer Transfer, other than as permitted in Section 8.3 of this Agreement, all or or, if not prohibited by Section 5.2(d), any portion portion, of its his Partnership Interests (including any Partnership Interests acquired after the date hereof) to an Authorized Transferee, other than as permitted in Section 8.3 or approved pursuant to Section 8.4 of this Agreement, of such Partnership Interests. In order to participate in the Purchase Right, a member of the applicable Family Group must be an Authorized Transferee of the Selling Partner). (a) A Selling Partner intending to Transfer all or or, if not prohibited by Section 5.2(d), any portion portion, of its his Partnership Interests to an Authorized Transferee (other than as permitted under Section 8.3) shall first deliver to the Partnership a written notice (the “Seller’s Notice”) specifying (i) the Partnership Interests to be transferred (the “Offered Interests”); and (ii) the identity of the proposed Authorized Transferee(s). (b) Within ten (10) days after the Partnership’s receipt of the Seller’s Notice, the Partnership shall deliver to the Selling Partner a Valuation Notice setting forth the Initial Value; thereafter, Value and the General Partners and the Selling Partner shall determine the Purchase Price shall be determined under pursuant to Section 1.76 1.56 of this Agreement. (c) Within ten (10) days after the Starting Date, the Partnership shall notify each member of the Family Group of Holder (other than the Selling Partner who is an Authorized Transferee of the Selling Partner Partner) of (i) the Starting Date; (ii) the number of Offered Interests; and (iii) the Purchase Price of the Offered Interests. The Partnership’s notice shall include a copy of the Seller’s Notice. (d) Within twenty-five (25) days after the Starting Date, each member of the Family Group of Holder (other than the Selling Partner who is an Authorized Transferee of the Selling Partner Partner) shall notify the Partnership of how many, if any, of the Offered Interests it he elects to purchase. (e) Within thirty-five (35) days after the Starting Date, the Partnership shall provide written notice to the Selling Partner and to each member of the Family Group of the Selling other Partner of (i) the number of Offered Interests to be purchased by the members of such Family Group Holders and the allocation of the Offered Interests among such members the Family Holders pursuant to the terms of Section 8.78.6; (ii) the number of Offered Interests to be purchased by the Partnership pursuant to the terms of Section 8.78.6; and (iii) the time, date and place of Closing, which shall be no sooner than ninety (90) days after the Starting Date and no later than one hundred twenty (120) days after the Starting Date. (f) The Offered Interests shall be allocated among the Partnership and the Family Holders, and within each Family Group among its Family Holders, in the manner provided in Section 8.78.6. (g) If the members of the applicable Family Group Holders and the Partnership do not elect to purchase all of the Offered Interests, then the Selling Partner may, subject to Section 8.1Sections 5.2(d), 8.1 and 8.2, Transfer the portion of the Offered Interests that such the Family Group members Holders and the Partnership do not elect to purchase (the “Waived Partnership Interests”) to the Authorized Transferee(s) of the Selling Partner specified in the Seller’s Notice; provided, however, that such Transfer occurs on terms no more favorable to such Authorized Transferee(s) than the proposed terms of the purchase of the Offered Interests by the members of such Family Group Holders and the Partnership. In no event shall any Selling Partner Transfer, or attempt to Transfer, any Waived Partnership Interests to a Person who is not an Authorized Transferee of the Selling Partner. (h) Notwithstanding the foregoing provisions of this Section 8.5, a Qualified Entity shall not have a Purchase Right.

Purchase Right. Subject to Section 8.118.10, at any time after the date hereof, the Partnership and the members of the Family Group of a Partner Holders shall have a right of first refusal (the “"Purchase Right”") to purchase, pursuant to the terms of this Section 8.58.4, from such any Partner (for purposes of this Section 8.58.4, a “"Selling Partner”") intending to Transfer Transfer, other than as permitted in Section 8.3 of this Agreement, all or or, if not prohibited by Section 5.2(d), any portion portion, of its his Partnership Interests (including any Partnership Interests acquired after the date hereof) to an Authorized Transferee, other than as permitted in Section 8.3 or approved pursuant to Section 8.4 of this Agreement, of such Partnership Interests. In order to participate in the Purchase Right, a member of the applicable Family Group must be an Authorized Transferee of the Selling Partner). (a) A Selling Partner intending to Transfer all or or, if not prohibited by Section 5.2(d), any portion portion, of its his Partnership Interests to an Authorized Transferee (other than as permitted under Section 8.3) shall first deliver to the Partnership a written notice (the “"Seller’s 's Notice”") specifying (i) the Partnership Interests to be transferred (the “"Offered Interests”"); and (ii) the identity of the proposed Authorized Transferee(s). (b) Within ten (10) days after the Partnership’s 's receipt of the Seller’s 's Notice, the Partnership shall deliver to the Selling Partner a Valuation Notice setting forth the Initial Value; thereafter, Value and the General Partners and the Selling Partner shall determine the Purchase Price shall be determined under pursuant to Section 1.76 1.56 of this Agreement. (c) Within ten (10) days after the Starting Date, the Partnership shall notify each member of the Family Group of Holder (other than the Selling Partner who is an Authorized Transferee of the Selling Partner Partner) of (i) the Starting Date; (ii) the number of Offered Interests; and (iii) the Purchase Price of the Offered Interests. The Partnership’s 's notice shall include a copy of the Seller’s 's Notice. (d) Within twenty-five (25) days after the Starting Date, each member of the Family Group of Holder (other than the Selling Partner who is an Authorized Transferee of the Selling Partner Partner) shall notify the Partnership of how many, if any, of the Offered Interests it he elects to purchase. (e) Within thirty-five (35) days after the Starting Date, the Partnership shall provide written notice to the Selling Partner and to each member of the Family Group of the Selling other Partner of (i) the number of Offered Interests to be purchased by the members of such Family Group Holders and the allocation of the Offered Interests among such members the Family Holders pursuant to the terms of Section 8.78.6; (ii) the number of Offered Interests to be purchased by the Partnership pursuant to the terms of Section 8.78.6; and (iii) the time, date and place of Closing, which shall be no sooner than ninety (90) days after the Starting Date and no later than one hundred twenty (120) days after the Starting Date. (f) The Offered Interests shall be allocated among the Partnership and the Family Holders, and within each Family Group among its Family Holders, in the manner provided in Section 8.78.6. (g) If the members of the applicable Family Group Holders and the Partnership do not elect to purchase all of the Offered Interests, then the Selling Partner may, subject to Section 8.1Sections 5.2(d), 8.1 and 8.2, Transfer the portion of the Offered Interests that such the Family Group members Holders and the Partnership do not elect to purchase (the “"Waived Partnership Interests”") to the Authorized Transferee(s) of the Selling Partner specified in the Seller’s 's Notice; providedPROVIDED, howeverHOWEVER, that such Transfer occurs on terms no more favorable to such Authorized Transferee(s) than the proposed terms of the purchase of the Offered Interests by the members of such Family Group Holders and the Partnership. In no event shall any Selling Partner Transfer, or attempt to Transfer, any Waived Partnership Interests to a Person who is not an Authorized Transferee of the Selling Partner. (h) Notwithstanding the foregoing provisions of this Section 8.5, a Qualified Entity shall not have a Purchase Right.