TERMINATED SIMULTANEOUSLY.
SECTION 12.02.
PURCHASE ELECTION OF DOMESTIC B LENDERS.
(A)
AT ANY TIME ON OR AFTER THE DATE OF DELIVERY OF A TRIGGER NOTICE OR THE
EARLIER ACCELERATION OF THE LOANS, THE REQUIRED DOMESTIC B LENDERS SHALL HAVE
THE RIGHT, EXERCISABLE BY WRITTEN NOTICE TO THE ADMINISTRATIVE AGENT (A
"PURCHASE NOTICE"), TO PURCHASE ALL, BUT NOT PART, OF THE RIGHT, TITLE AND
INTEREST OF EACH DOMESTIC A LENDER AND EACH CANADIAN LENDER (THE "SELLERS") IN
THE LOANS, ANY LETTER OF CREDIT AND THE LOAN DOCUMENTS (THE "PURCHASED
INTERESTS").
THE PURCHASE NOTICE SHALL SPECIFY THE DOMESTIC B LENDERS THAT ARE
COMMITTING TO PURCHASE THE PURCHASED INTERESTS (THE "PURCHASERS"), THE
PERCENTAGE PORTION OF THE PURCHASED INTERESTS TO BE ACQUIRED BY EACH PURCHASER,
AND THE DATE FOR CONSUMMATION OF THE PURCHASE (THE "SETTLEMENT DATE"), WHICH
SHALL BE A BUSINESS DAY NOT LESS THAN TWO NOR MORE THAN FIVE BUSINESS DAYS FROM
THE DATE OF THE PURCHASE NOTICE.
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(B)
THE DELIVERY OF THE PURCHASE NOTICE, TOGETHER WITH THIS AGREEMENT, SHALL
CONSTITUTE A CONTRACT OF SALE PURSUANT TO WHICH EACH PURCHASER (SEVERALLY BUT
NOT JOINTLY) AGREES TO ACQUIRE FROM THE SELLERS, AND EACH SELLER (SEVERALLY BUT
NOT JOINTLY) AGREES TO SELL TO THE PURCHASERS, THE APPLICABLE PURCHASED
INTERESTS ON THE SETTLEMENT DATE.
ON THE SETTLEMENT DATE, AS PART OF A
SIMULTANEOUS TRANSACTION:
(I) THE DOMESTIC B AGENT, ON BEHALF OF THE PURCHASERS, SHALL PAY IN CASH TO THE
ADMINISTRATIVE AGENT, ON BEHALF OF THE SELLERS, AN AMOUNT EQUAL TO THE SUM,
WITHOUT DUPLICATION, OF: (A) 100% OF THE OUTSTANDING BALANCE OF THE LOANS
CONSTITUTING THE PURCHASED INTERESTS THEN OUTSTANDING AND UNPAID, (B) 105% OF
THE AGGREGATE UNDRAWN AMOUNT OF LETTERS OF CREDIT PROVIDED BY ANY DOMESTIC A
LENDER OR CANADIAN LENDER UNDER THE LOAN DOCUMENTS TO BE HELD AS CASH COLLATERAL
FOR THE LC EXPOSURE, (C) ALL ACCRUED AND UNPAID INTEREST ON THE LOANS
CONSTITUTING THE PURCHASED INTERESTS AND (D) ALL ACCRUED AND UNPAID EXPENSES
UNDER THE LOAN DOCUMENTS DUE AND PAYABLE TO THE OTHER AGENTS OR THE DOMESTIC A
LENDERS OR THE CANADIAN LENDERS (THE SUM OF CLAUSES (A), (B), (C) AND (D) ARE
REFERRED TO HEREIN AS THE "PURCHASE PRICE"); AND
(II) EACH SELLER SHALL DELIVER TO EACH PURCHASER A COMPLETED ASSIGNMENT AND
ASSUMPTION AND ANY OTHER EVIDENCE OF ITS RIGHT, TITLE AND INTEREST IN THE
PURCHASED INTERESTS AS SUCH PURCHASER MAY REASONABLY REQUEST;
(C)
THE PURCHASE PRICE SHALL BE REMITTED BY WIRE TRANSFER IN FEDERAL FUNDS TO
SUCH ACCOUNT AS THE ADMINISTRATIVE AGENT SHALL DESIGNATE IN WRITING TO THE
DOMESTIC B AGENT FOR SUCH PURPOSE.
INTEREST SHALL BE CALCULATED TO BUT
EXCLUDING THE BUSINESS DAY ON WHICH THE SETTLEMENT DATE OCCURS IF THE PURCHASE
PRICE IS RECEIVED PRIOR TO 2:00 P.M., NEW YORK CITY TIME, AND INTEREST SHALL BE
CALCULATED TO AND INCLUDING THE SETTLEMENT DATE IF THE PURCHASE PRICE IS
RECEIVED LATER THAN 2:00 P.M., NEW YORK CITY TIME.
(D)
THE PURCHASE UNDER THIS ARTICLE XII SHALL BE EXPRESSLY MADE WITHOUT
REPRESENTATION OR WARRANTY OF ANY KIND BY,