THE FIRST LIEN LENDERS FROM THE FIRST LIEN LENDERS BY GIVING A WRITTEN NOTICE
(THE "PURCHASE NOTICE") TO THE FIRST LIEN AGENT NO LATER THAN THE FIFTH BUSINESS
DAY AFTER RECEIPT BY THE SECOND LIEN CREDITORS OF THE AGENT'S NOTICE.
THE
PURCHASE NOTICE FROM THE SECOND LIEN CREDITORS TO THE FIRST LIEN AGENT SHALL BE
IRREVOCABLE.
6.2
PURCHASE OPTION CLOSING.
ON THE DATE SPECIFIED BY THE SECOND LIEN
CREDITORS ELECTING TO EXERCISE SUCH OPTION IN THE PURCHASE NOTICE (WHICH SHALL
NOT BE LESS THAN THREE (3) BUSINESS DAYS NOR MORE THAN FIVE (5) BUSINESS DAYS,
AFTER THE RECEIPT BY THE FIRST LIEN AGENT OF THE PURCHASE NOTICE), THE FIRST
LIEN LENDERS SHALL SELL TO THE SECOND LIEN CREDITORS, AND THE APPLICABLE SECOND
LIEN CREDITORS SHALL PURCHASE FROM THE FIRST LIEN LENDERS, THE FIRST LIEN LOAN
OBLIGATIONS OWING TO THE FIRST LIEN LENDERS, AND DURING SUCH PERIOD, THE FIRST
LIEN CREDITORS SHALL NOT TAKE ANY ENFORCEMENT ACTION (OTHER THAN ACCELERATION OF
ANY OR ALL OF THE FIRST LIEN LOAN OBLIGATIONS AND EXERCISE OF CONTROL OVER
OBLIGORS' DEPOSITORY ACCOUNTS).
6.3
PURCHASE PRICE.
SUCH PURCHASE AND SALE SHALL BE MADE BY EXECUTION
AND DELIVERY BY THE APPLICABLE SECURED CREDITORS OF AN ASSIGNMENT AGREEMENT IN
THE FORM ATTACHED TO THE FIRST LIEN LOANAGREEMENT.
UPON THE DATE OF SUCH
PURCHASE AND SALE, THE SECOND LIEN CREDITORS SHALL (I) PAY TO THE FIRST LIEN
AGENT FOR THE BENEFIT OF THE FIRST LIEN LENDERS AS THE PURCHASE PRICE THEREFOR
THE SUM OF (A) THE FULL AMOUNT OF ALL THE FIRST LIEN LOAN OBLIGATIONS THEN
OUTSTANDING AND UNPAID (INCLUDING PRINCIPAL, INTEREST, FEES AND EXPENSES,
INCLUDING REASONABLE ATTORNEYS' FEES AND LEGAL EXPENSES) PLUS (B) ANY EARLY
TERMINATION FEE, PREPAYMENT FEE OR OTHER SIMILAR FEE PAYABLE PURSUANT TO THE
FIRST LIEN LOAN AGREEMENT (CALCULATED AS IF THE FIRST LIEN LOAN OBLIGATIONS WERE
REPAID IN FULL BY THE OBLIGORS AT SUCH TIME), (II) FURNISH CASH COLLATERAL TO
THE FIRST LIEN AGENT WITH RESPECT TO THE OUTSTANDING FIRST LIEN LETTER OF CREDIT
OBLIGATIONS IN SUCH AMOUNTS AS ARE REQUIRED UNDER THE FIRST LIEN LOAN AGREEMENT,
AND (III) AGREE TO REIMBURSE THE FIRST LIEN CREDITORS FOR ANY LOSS, COST, DAMAGE
OR EXPENSE (INCLUDING REASONABLE ATTORNEYS' FEES AND LEGAL EXPENSES) IN
CONNECTION WITH ANY CHECKS OR OTHER PAYMENTS PROVISIONALLY CREDITED TO THE FIRST
LIEN LOAN OBLIGATIONS, AND/OR AS TO WHICH THE FIRST LIEN CREDITORS HAVE NOT YET
RECEIVED FINAL PAYMENT.
SUCH PURCHASE PRICE AND CASH COLLATERAL SHALL BE
REMITTED BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO SUCH BANK ACCOUNT OF
THE FIRST LIEN AGENT IN NEW YORK, NEW YORK, AS THE FIRST LIEN AGENT MAY
DESIGNATE IN WRITING TO THE SECOND LIEN AGENT FOR SUCH PURPOSE.
INTEREST SHALL
BE CALCULATED TO BUT EXCLUDING THE BUSINESS DAY ON WHICH SUCH PURCHASE AND SALE
SHALL OCCUR IF THE AMOUNTS SO PAID BY THE SECOND LIEN CREDITORS TO THE BANK
ACCOUNT DESIGNATED BY THE FIRST LIEN AGENT ARE RECEIVED IN SUCH BANK ACCOUNT
PRIOR TO 1:00 P.M., NEW YORK CITY TIME AND INTEREST SHALL BE CALCULATED