RIGHT TO THE DEFAULTING LENDER (AN "EXERCISE
NOTICE"), COPIES OF WHICH SHALL ALSO BE SENT CONCURRENTLY TO EACH OTHER LENDER.
THE EXERCISE NOTICE SHALL SPECIFY (I) THE PURCHASE PRICE FOR THE INTEREST OF THE
DEFAULTING LENDER, DETERMINED IN ACCORDANCE WITH SECTION 11.14(D) HEREOF AND
(II) THE DATE ON WHICH SUCH PURCHASE IS TO OCCUR, WHICH SHALL BE ANY BUSINESS
DAY WHICH IS NOT LESS THAN FIFTEEN (15) DAYS AFTER THE DATE ON WHICH THE
EXERCISE NOTICE IS GIVEN, PROVIDED THAT IF SUCH DEFAULTING LENDER SHALL HAVE
CURED ITS DEFAULT IN FULL (INCLUDING WITH THE PAYMENT OF ANY INTEREST AND OTHER
AMOUNTS DUE IN CONNECTION THEREWITH) TO THE SATISFACTION OF AGENT WITHIN SAID
FIFTEEN (15) DAY PERIOD, THEN THE EXERCISE NOTICE SHALL BE OF NO FURTHER EFFECT
AND THE NON-DEFAULTING LENDER(S) SHALL NO LONGER HAVE A RIGHT TO PURCHASE SUCH
DEFAULTING LENDER'S INTEREST.
UPON ANY SUCH PURCHASE OF A DEFAULTING LENDER'S
INTEREST AND AS OF THE DATE OF SUCH PURCHASE (THE "PURCHASE DATE"), THE
DEFAULTING LENDER'S INTEREST IN THE LOAN, AND ITS RIGHTS HEREUNDER AS A LENDER
ARISING FROM AND AFTER THE PURCHASE DATE (BUT NOT ITS RIGHTS AND LIABILITIES
WITH RESPECT THERETO OR UNDER THIS LOAN AGREEMENT OR THE OTHER LOAN DOCUMENTS
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FOR OBLIGATIONS, INDEMNITIES AND OTHER MATTERS ARISING OR MATTERS OCCURRING
BEFORE THE PURCHASE DATE) SHALL TERMINATE ON THE PURCHASE DATE, AND THE
DEFAULTING LENDER SHALL PROMPTLY EXECUTE ALL DOCUMENTS REASONABLY REQUESTED TO
SURRENDER AND TRANSFER SUCH INTEREST.
WITHOUT IN ANY MANNER LIMITING THE
REMEDIES OF AGENT OR ANY OTHER LENDER, THE OBLIGATION OF A DEFAULTING LENDER TO
SELL AND ASSIGN ITS INTEREST IN THE LOAN UNDER THIS SECTION 11.14 SHALL BE
SPECIFICALLY ENFORCEABLE BY AGENT AND/OR ANY OTHER LENDER BY AN ACTION BROUGHT
IN ANY COURT OF COMPETENT JURISDICTION FOR SUCH PURPOSE, IT BEING ACKNOWLEDGED
AND AGREED THAT, IN LIGHT OF THE DISRUPTION IN THE ADMINISTRATION OF THE LOAN
AND THE OTHER TERMS OF THE LOAN DOCUMENTS THAT A DEFAULTING LENDER MAY CAUSE,
DAMAGES AND OTHER REMEDIES AT LAW ARE NOT ADEQUATE.
SECTION 11.15. Purchase Price; Payment for Defaulting Lender's Pro Rata Share.
The purchase price for the interest of a Defaulting Lender in the Loan (the
"Purchase Price") shall be equal to the sum of all of the Defaulting Lender's
advances under the Loan Documents outstanding as of the Purchase Date, less the
costs and expenses incurred by Agent and any non-defaulting Lender directly as a
result of the Defaulting Lender's default hereunder, including interest accrued
on such unpaid amounts (at the Base Rate), court costs and including reasonable
attorneys' fees and disbursements, and fees for accountants and other similar
advisors (provided that such costs and expenses are paid by the Lenders
acquiring the interest of such Defaulting Lender to Agent and the Lenders
incurring same).
ARTICLE XII
GENERAL CONDITIONS
SECTION 12.1.
Indemnity.
(A)
BORROWER HEREBY INDEMNIFIES AND AGREES TO DEFEND, PROTECT AND HOLD
HARMLESS AGENT AND LENDERS AND THEIR RESPECTIVE AFFILIATES, PARTICIPANTS,
DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES (EACH, AN "INDEMNIFIED PARTY") FROM
AND AGAINST