THIRD PARTY AT ANY TIME
WITHIN THE 180 DAY PERIOD FOLLOWING THE DATE OF THE GROUP C PROPERTY ROFO NOTICE
FOR A PURCHASE PRICE OR AMOUNT NOT LESS THAN 97% OF THE GROUP C PROPERTY OFFER
PRICE AND ON THE TERMS AND CONDITIONS SET FORTH IN THE GROUP C PROPERTY
15
ROFO NOTICE.
IF THE APPLICABLE MARC ENTITY RECEIVES AN OFFER TO PURCHASE A
GROUP C PROPERTY FOR A PURCHASE PRICE OR LOAN AMOUNT OF LESS THAN 97% OF THE
GROUP C PROPERTY OFFER PRICE, THE APPLICABLE MARC ENTITY CAN ELECT TO EITHER NOT
SELL OR OBTAIN THE PARTICIPATING LOAN ON THE GROUP C PROPERTY OR, IF IT DESIRES
TO SELL OR OBTAIN THE PARTICIPATING LOAN ON THE GROUP C PROPERTY FOR A PRICE OR
AMOUNT LESS THAN 97% OF THE GROUP C PROPERTY OFFER PRICE WITHIN SUCH 180 DAY
PERIOD, THE APPLICABLE MARC ENTITY SHALL GIVE NOTICE THEREOF TO FIRST UNION (THE
"SECOND GROUP C PROPERTY NOTICE"), WHICH NOTICE SHALL CONSTITUTE AN OFFER TO
FIRST UNION PURSUANT TO THIS SECTION 3.3.2 AT THE REDUCED PURCHASE PRICE OR LOAN
AMOUNT AND FIRST UNION SHALL HAVE A PERIOD OF 5 BUSINESS DAYS FROM RECEIPT OF
THE SECOND GROUP C PROPERTY NOTICE TO MAKE THE ELECTION SET FORTH IN
SECTION 3.3.1 BASED ON THE REDUCED PURCHASE PRICE OR LOAN AMOUNT.
IF A GROUP C
PROPERTY IS NOT SOLD OR THE PARTICIPATING LOAN NOT MADE IN THE APPLICABLE 180
DAY PERIOD, ANY SUBSEQUENT SALE OR PARTICIPATING LOAN OF THE GROUP C PROPERTY
WILL BE SUBJECT TO SECTION 3.3.1.
3.3.3
RIGHT OF FIRST REFUSAL.
AT ANY TIME AS A JOINT VENTURE ENTITY IS
IN EXISTENCE, IF A MARC ENTITY SHALL RECEIVE A BONA FIDE OFFER TO PURCHASE,
DIRECTLY OR INDIRECTLY, AT LEAST A 49% INTEREST IN A GROUP C PROPERTY OR FROM
ANY PERSON OR ENTITY THE APPLICABLE MARC ENTITY SHALL GIVE WRITTEN NOTICE (THE
"GROUP C PROPERTY ROFR NOTICE") THEREOF TO FIRST UNION TOGETHER WITH A COPY OF
SAID OFFER (THE "PURCHASE OFFER").
FIRST UNION MAY UPON WRITTEN NOTICE TO THE
MARC PRINCIPALS, AT FIRST UNION'S OPTION AND WITHIN FIVE (5) BUSINESS DAYS AFTER
RECEIPT OF THE GROUP C PROPERTY ROFR NOTICE AND THE PURCHASE OFFER TO PURCHASE
THE GROUP C PROPERTY AT THE PRICE AND UPON THE TERMS AND CONDITIONS AS ARE
CONTAINED IN THE PURCHASE OFFER AND SUBJECT TO COMPLETION OF ITS DUE DILIGENCE
REVIEW WITHIN THE DUE DILIGENCE PERIOD, IF ANY, SET FORTH IN THE PURCHASE OFFER,
IN WHICH EVENT THE APPLICABLE MARC ENTITY SHALL SELL THE GROUP C PROPERTY TO
FIRST UNION UPON SAID TERMS AND CONDITIONS AND SAID PRICE.
THE MARC PRINCIPALS
COVENANT THAT THEY SHALL ACCEPT NO SUCH PURCHASE OFFER OR CONVEY A GROUP C
PROPERTY UNTIL THEY HAVE COMPLIED WITH THE TERMS OF THIS SECTION 3.3.3.
IF
FIRST UNION HAS NOT SENT ITS WRITTEN NOTICE OF ELECTION TO PURCHASE THE PROPERTY
COVERED BY THE PURCHASE OFFER WITHIN SAID FIVE (5) BUSINESS DAYS THEN FIRST
UNION SHALL CONCLUSIVELY BE DEEMED TO HAVE WAIVED ITS RIGHT OF