OF THE TERM SECURED PARTIES TO PURCHASE THE ABL OBLIGATIONS, WHICH NOTICE SHALL
37
BE RECEIVED BY THE ABL AGENT WITHIN FIVE (5) BUSINESS DAYS' AFTER THE FIRST
OCCURRENCE OF A TRIGGER EVENT. ON THE DATE SPECIFIED BY THE TERM AGENT IN SUCH
NOTICE (WHICH SHALL NOT BE MORE THAN TEN (10) BUSINESS DAYS AFTER THE RECEIPT BY
THE ABL AGENT OF THE NOTICE FROM THE TERM AGENT OF THE ELECTION BY THE TERM
SECURED PARTIES TO EXERCISE SUCH OPTION), THE ABL AGENT AND THE ABL SECURED
PARTIES SHALL SELL TO THE TERM SECURED PARTIES EXERCISING SUCH OPTION, AND SUCH
TERM SECURED PARTIES SHALL PURCHASE FROM THE ABL AGENT AND THE ABL SECURED
PARTIES, ALL OF THE ABL OBLIGATIONS WITHOUT THE PRIOR WRITTEN CONSENT OF THE
BORROWERS OR ANY OTHER ABL OBLIGOR. DURING THE PERIOD COMMENCING ON THE DATE
SUCH NOTICE IS RECEIVED BY THE ABL AGENT AND ENDING ON THE DATE SPECIFIED IN
SUCH NOTICE FOR THE CONSUMMATION OF THE PURCHASE, ABSENT EXIGENT CIRCUMSTANCES,
THE ABL AGENT SHALL NOT EXERCISE ANY SECURED CREDITOR REMEDIES WITHOUT THE
CONSENT OF THE TERM AGENT (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD OR
DELAYED).
(C)
PAYMENT OF PURCHASE PRICE.
UPON THE DATE
OF SUCH PURCHASE AND SALE, THE TERM SECURED PARTIES THAT HAVE EXERCISED SUCH
OPTION SHALL, PURSUANT TO DOCUMENTATION IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ABL AGENT, (I) PAY TO THE ABL SECURED PARTIES AS THE
PURCHASE PRICE THEREFOR THE FULL AMOUNT OF ALL THE ABL OBLIGATIONS THEN
OUTSTANDING AND UNPAID (INCLUDING, WITHOUT LIMITATION, PRINCIPAL, REIMBURSEMENT
OBLIGATIONS IN RESPECT OF ANY LETTERS OF CREDIT, INTEREST, FEES, INDEMNITIES AND
EXPENSES, INCLUDING REASONABLE ATTORNEYS' FEES AND LEGAL EXPENSES) AT PAR,
(II) CASH COLLATERALIZE ANY LETTERS OF CREDIT OUTSTANDING UNDER THE ABL CREDIT
AGREEMENT IN AN AMOUNT EQUAL TO 103% OF THE AGGREGATE UNDRAWN FACE AMOUNT
THEREOF, (III) AGREE TO REIMBURSE THE ABL AGENT AND THE ABL 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,
(IV) CASH COLLATERALIZE ANY OBLIGATIONS WITH RESPECT TO BANK PRODUCTS, CASH
MANAGEMENT SERVICES IN AN AMOUNT EQUAL TO 103% OF THE AGGREGATE AMOUNT THEREOF,
AND (V) THE DELIVERY OR PROVISION OF CASH COLLATERAL OR BACKSTOP LETTERS OF
CREDIT FOR ANY ASSERTED KNOWN BANK INDEMNIFICATION CLAIMS, IN AN AMOUNT
REASONABLY ESTIMATED BY THE ABL AGENT BUT IN ANY EVENT NOT TO EXCEED 100% OF THE
ABL OBLIGORS' OBLIGATIONS TO THE ABL AGENT AND THE ABL SECURED PARTIES IN
RESPECT THEREOF.
SUCH PURCHASE PRICE AND CASH COLLATERAL SHALL BE REMITTED BY
WIRE TRANSFER IN FEDERAL FUNDS TO SUCH BANK ACCOUNT OF THE ABL AGENT FOR THE
RATABLE ACCOUNT OF THE ABL AGENT AND THE ABL SECURED PARTIES, AS THE ABL AGENT
MAY DESIGNATE IN WRITING TO THE TERM AGENT FOR SUCH PURPOSE.
INTEREST SHALL BE
CALCULATED TO BUT EXCLUDING THE BUSINESS DAY ON WHICH SUCH PURCHASE AND SALE
SHALL OCCUR