Purchase Option Closing. On the date specified by Subordinated Creditor in the Purchase Notice, which shall not be less than ten (10) days after the receipt of the Purchase Notice by the Senior Lender (the “Pre-Closing Period”), Senior Secured Parties shall sell to Subordinated Creditor all of the Senior Debt (including any unfunded commitments). Notwithstanding anything in this Section 19 to the contrary, none of Senior Lender or the other Senior Secured Parties shall be precluded from # the exercise of any rights or remedies as a secured creditor or from seeking to obtain payment directly from any account debtor of any Obligor or the exercise of dominion and control over cash collateral, accounts, instruments, chattel paper, letters of credit, deposit accounts, securities accounts, payment intangibles and supporting obligations (as those terms are defined in the Uniform Commercial Code) with respect to any Senior Debt at any time (including during the Exercise Period or the Pre-Closing Period); provided that Senior Lender shall not, without the consent of the Subordinated Creditor, exercise any additional rights and remedies during the Pre-Closing Period other than any demand that account debtors remit such accounts directly to Senior Lender for application to the Senior Debt or the filing of motions and other documents in any Proceeding or the pursuing of other rights and remedies that, in the sole discretion of Senior Lender, are necessary to prevent the loss or impairment of such rights or the diminution of the value or collectability of the Senior Debt or Collateral for such debt during such Pre-Closing Period or # selling or otherwise disposing of the Senior Debt to any other person in accordance with the terms of the Senior Documents, provided that such third party agrees to be bound by this Agreement as to any sale occurring prior to the expiration of the Exercise Period. For the purposes of any Hedging Obligations or associated swaps or agreements, Senior Lender and the other Senior Secured Parties may deem the giving of any Purchase Notice as a Default or Event of Default under the Senior Documents, and any swaps or other agreements governing Hedging Obligations. If the Subordinated Creditor fails to close on its purchase on or before the date specified in the Purchase Notice and this Section 19, subject to the penultimate sentence of Section 19(a) above, all rights of the Subordinated Creditor under this Section 19 shall terminate.

Purchase Notice. Within thirty (30) days after the date (such period being an “Exercise Period”), if any of the later of # the occurrence of an Event of Default under either the Senior Credit Agreement or the Installment Sale Agreement and notice thereof or # receipt of notice of the occurrence of an Event of Default by Senior Lender or the Subordinated Creditor, Subordinated Creditor shall each have the option to purchase from Senior Secured Parties all (but not less than all) of the Senior Debt (including any unfunded commitments) by giving a written notice (the “Purchase Notice”) to Senior Lender prior to the expiration of such Exercise Period. The Purchase Notice from Subordinated Creditor to Senior Lender shall be irrevocable. If Subordinated Creditor fails to give a Purchase Notice within an Exercise Period, its rights under this Section 19 shall be terminated with respect to the events described in the notice triggering such Exercise Period. If Subordinated Creditor provide a Purchase Notice within the Exercise Period, Subordinated Creditor’s Purchase Notice shall be effective if its purchase consummates on or before the date specified in the Purchase Notice. Such Exercise Period shall run concurrent with the standstill period described in Section 5 hereof.