Common use of Put/Call Agreement Clause in Contracts

Put/Call Agreement. ▇▇▇▇▇▇▇▇ and PPL hereby grant to Brandywine OP (or its designee) the irrevocable right and option to acquire any or all of the Retained Interests owned by it, free and clear of all liens and encumbrances, at any time upon three (3) days prior written notice; provided that in no event may Brandywine OP (or its designee) exercise its option to acquire less than all of the Retained Interests owned by ▇▇▇▇▇▇▇▇ in any given Partnership or the common shares of PPL in each of Southpoint Inc. and Valleybrooke Inc. If Brandywine OP (or its designee) exercises its purchase option prior to the date that is one day after the third anniversary of the Closing Date, then the exercise notice shall contain the agreement of Brandywine OP to pay all Pennsylvania real estate transfer taxes that may become payable upon the transfer of any or all of such Retained Interests as a result of the option being exercised prior to such date. At any time after the date that is one day after the third anniversary of the Closing Date, ▇▇▇▇▇▇▇▇ may require Brandywine OP (or its designee) to acquire all and not less than all of the Retained Interests, free and clear of all liens and encumbrances, at any time upon three (3) days prior written notice. The aggregate price payable by Brandywine OP (or its designee) for the Retained Interests (whether due to the exercise by Brandywine OP of the purchase option or to the exercise by ▇▇▇▇▇▇▇▇ of the sale option), which shall be payable in immediately available funds, shall be equal to eleven percent (11%) of the amount by which the Purchase Price exceeds the outstanding principal balance of the Existing Notes on the Closing Date (the "AGGREGATE PRICE") minus the aggregate amount of distributions, if any, made by the Partnerships to ▇▇▇▇▇▇▇▇ on account of the Retained Interests. Set forth on SCHEDULE 6.6 attached hereto is an allocation of the Aggregate Price among the Retained Interests, which shall be applicable in the event that Brandywine OP exercises its option to acquire less than all of the Retained Interests. In addition, ▇▇▇▇▇▇▇▇ hereby grants to Brandywine OP (or its designee) the irrevocable right and option to acquire the entire Additional Retained Interest, free and clear of all liens and encumbrances, at any time after August 25, 2001, and ▇▇▇▇▇▇▇▇ agrees to take such actions as may be permitted under the Call Option Agreement (Cash) dated as of August 25, 1998 (the "Call Agreement") among ▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ to provide for the acquisition by Brandywine OP (or its designee) of the entire Additional Retained Interest. In addition, Brandywine OP hereby agrees to acquire, upon the request of ▇▇▇▇▇▇▇▇, the entire Additional Retained Interest, free and clear of all liens and encumbrances, at any time after August 25, 2001. The price payable by Brandywine OP (or its designee) to ▇▇▇▇▇▇▇▇ on account of the acquisition by Brandywine OP (or its designee) of the Additional Retained Interest shall be equal to eleven percent (11%) of the amount by which the Purchase Price exceeds the outstanding principal balance of the Existing Notes on the Closing Date and shall be payable by Brandywine OP pursuant to a promissory note in the form of the Note referred to in SECTION 1.1 with the exception of the principal amount thereof (which shall be the foregoing dollar amount) and the fact that interest shall accrue thereon from the date of issuance thereof. ▇▇▇▇▇▇▇▇ shall pay to ▇▇▇▇▇▇ and ▇▇▇▇▇▇ all amounts required to be paid to them under the Call Agreement in connection with the acquisition of the Additional Retained Interest. The provisions of this SECTION 6.6 shall survive the Closing Date.

Put/Call Agreement. ▇▇▇▇▇▇▇▇ and PPL hereby grant to Brandywine OP (or its designee) the irrevocable right and option to acquire any or all of the Retained Interests owned by it, free and clear of all liens and encumbrances, at any time upon three (3) days prior written notice; provided that in no event may Brandywine OP (or its designee) exercise its option to acquire less than all of the Retained Interests owned by ▇▇▇▇▇▇▇▇ in any given Partnership or the common shares of PPL in each of Southpoint Inc. and Valleybrooke Inc. If Brandywine OP (or its designee) exercises its purchase option prior to the date that is one day after the third anniversary of the Closing Date, then the exercise notice shall contain the agreement of Brandywine OP to pay all Pennsylvania real estate transfer taxes that may become payable upon the transfer of any or all of such Retained Interests as a result of the option being exercised prior to such date. At any time after the date that is one day after the third anniversary of the Closing Date, ▇▇▇▇▇▇▇▇ may require Brandywine OP (or its designee) to acquire all and not less than all of the Retained Interests, free and clear of all liens and encumbrances, at any time upon three (3) days prior written notice. The aggregate price payable by Brandywine OP (or its designee) for the Retained Interests (whether due to the exercise by Brandywine OP of the purchase option or to the exercise by ▇▇▇▇▇▇▇▇ of the sale option), which shall be payable in immediately available funds, shall be equal to eleven percent (11%) of the amount by which the Purchase Price exceeds the outstanding principal balance of the Existing Notes on the Closing Date (the "AGGREGATE PRICEAggregate Price") minus the aggregate amount of distributions, if any, made by the Partnerships to ▇▇▇▇▇▇▇▇ on account of the Retained Interests. Set forth on SCHEDULE Schedule 6.6 attached hereto is an allocation of the Aggregate Price among the Retained Interests, which shall be applicable in the event that Brandywine OP exercises its option to acquire less than all of the Retained Interests. In addition, ▇▇▇▇▇▇▇▇ hereby grants to Brandywine OP (or its designee) the irrevocable right and option to acquire the entire Additional Retained Interest, free and clear of all liens and encumbrances, at any time after August 25, 2001, and ▇▇▇▇▇▇▇▇ agrees to take such actions as may be permitted under the Call Option Agreement (Cash) dated as of August 25, 1998 (the "Call Agreement") among ▇▇▇▇▇▇, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ to provide for the acquisition by Brandywine OP (or its designee) of the entire Additional Retained Interest. In addition, Brandywine OP hereby agrees to acquire, upon the request of ▇▇▇▇▇▇▇▇, the entire Additional Retained Interest, free and clear of all liens and encumbrances, at any time after August 25, 2001. The price payable by Brandywine OP (or its designee) to ▇▇▇▇▇▇▇▇ on account of the acquisition by Brandywine OP (or its designee) of the Additional Retained Interest shall be equal to eleven percent (11%) of the amount by which the Purchase Price exceeds the outstanding principal balance of the Existing Notes on the Closing Date and shall be payable by Brandywine OP pursuant to a promissory note in the form of the Note referred to in SECTION Section 1.1 with the exception of the principal amount thereof (which shall be the foregoing dollar amount) and the fact that interest shall accrue thereon from the date of issuance thereof. ▇▇▇▇▇▇▇▇ shall pay to ▇▇▇▇▇▇ and ▇▇▇▇▇▇ all amounts required to be paid to them under the Call Agreement in connection with the acquisition of the Additional Retained Interest. The provisions of this SECTION Section 6.6 shall survive the Closing Date.