"BUYER ELECTION NOTICE") TO THE SELLER DURING THE PERIOD BEGINNING SIXTY (60)
DAYS PRIOR TO THE PURCHASE DATE AND ENDING THIRTY (30) DAYS PRIOR TO THE
PURCHASE DATE (THE "BUYER EXERCISE PERIOD").
1
2.
ANY BUYER ELECTION NOTICE SHALL BE DELIVERED TO THE SELLER IN THE MANNER
AND AT THE ADDRESS FOR NOTICES FOR THE SELLER SET FORTH IN SECTION 12.3 OF THE
PURCHASE AGREEMENT.
3.
THE PURCHASE OPTION WILL BECOME NULL AND VOID IF THE BUYER DOES NOT
PROVIDE A BUYER ELECTION NOTICE DURING THE BUYER ELECTION PERIOD OR IF THE
PURCHASE OPTION CLOSING (AS DEFINED BELOW) DOES NOT OCCUR WITH RESPECT TO THE
SELLER INTEREST ON THE PURCHASE DATE.
THE PURCHASE OPTION SHALL BE DEEMED TO BE
NULL AND VOID AB INITIO AS TO THE SELLER INTEREST IN THE EVENT THAT EITHER BUYER
OR SELLER HAS ELECTED IN WRITING, PURSUANT TO SECTION 5.2(D)(V) OF THE PURCHASE
AGREEMENT, TO REFUSE AN EQUITABLE ASSIGNMENT OF THE SPECIFIED FINANCING AND
LEASE ASSET OR EQUITY ASSET THAT CONSISTS OF AN INTEREST IN THE COMPANY (SUCH
SPECIFIED FINANCING AND LEASE ASSET OR EQUITY ASSET, HEREIN THE "RELATED
ASSET").
3.11
PURCHASE DATE.
THE "PURCHASE DATE" SHALL BE THAT CALENDAR DAY
WHICH IS THE FIRST BUSINESS DAY FOLLOWING THE DATE THAT IS ONE YEAR PLUS 60 DAYS
AFTER THE DATE UPON WHICH THE BUYER CONSUMMATED THE PURCHASE FROM SELLER OF THE
RELATED ASSET, PROVIDED THAT IF, FOLLOWING THE PURCHASE OF THE RELATED ASSET,
THE BUYER RETAINS THE RIGHT TO ELECT TO CAUSE AN UNWIND OF EQUITABLE ASSIGNMENT
AS TO AN EQUITABLE ASSIGNMENT OF THE RELATED ASSET PURSUANT TO SECTION
5.2(D)(IV) OF THE PURCHASE AGREEMENT, THEN THE PURCHASE DATE SHALL BE THE
CALENDAR DAY THAT IS THE FIRST BUSINESS DAY THAT IS 60 DAYS AFTER THE DATE UPON
WHICH SUCH RIGHT TERMINATES (BUT IN NO EVENT EARLIER THAN THE DAY DETERMINED
UNDER THIS SECTION 1.3 WITHOUT REGARD TO THIS PROVISO).
3.12
PURCHASE PRICE.
IF THE BUYER EXERCISES THE PURCHASE OPTION WITH
RESPECT TO THE SELLER INTEREST IN ACCORDANCE WITH THIS SECTION 1, THE PURCHASE
PRICE PAYABLE BY THE BUYER FOR THE SELLER INTEREST (THE "PURCHASE PRICE") SHALL
BE THE GREATER OF (I) THE APPLICABLE NAV FOR THE SELLER INTEREST, AS DETERMINED
PURSUANT TO THE PURCHASE AGREEMENT, AS OF THE PURCHASE DATE OR (II) THE AMOUNT
THAT WOULD HAVE BEEN RECEIVED WITH RESPECT TO THE SELLER INTEREST UPON A
DISSOLUTION AND LIQUIDATION OF THE COMPANY FOLLOWING A SALE OF ALL THE ASSETS OF
THE COMPANY AT THE FAIR MARKET VALUE (DETERMINED AS PROVIDED HEREINBELOW) AND
THE APPLICATION AND DISTRIBUTION OF ALL PROCEEDS OF SUCH A SALE UPON SUCH
DISSOLUTION AND LIQUIDATION IN ACCORDANCE WITH THE LLC AGREEMENT.
FOR THIS
PURPOSE, "FAIR MARKET VALUE" IS THE AMOUNT THAT WOULD BE ESTABLISHED BY A
WILLING BUYER AND A WILLING SELLER, OPERATING AT ARMS-LENGTH IN AN OPEN AND
UNRESTRICTED MARKET, WHERE THE BUYER WAS UNDER NO COMPULSION TO BUY AND THE
SELLER WAS UNDER NO COMPULSION TO SELL AND BOTH PARTIES WERE REASONABLY
KNOWLEDGEABLE OF THE RELEVANT FACTS (THE