COSTS PAYABLE BY THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ANY BROKERAGE
COMMISSIONS THAT WOULD ACTUALLY BE PAYABLE TO ANY THIRD-PARTY BROKER) (THE
"THIRD-PARTY PURCHASE PRICE").
IF DURING THE MARKETING PERIOD, THE TRIGGERING
PARTY RECEIVES AN OFFER FOR LESS THAN 95% OF THE PROPOSED PURCHASE PRICE, THEN
THE TRIGGERING PARTY, IF IT WISHES TO ACCEPT SUCH OFFER, SHALL SO NOTIFY EACH
NON-TRIGGERING PARTY.
WITHIN THIRTY (30) DAYS AFTER RECEIVING SUCH NOTICE (AND,
IF SUCH NOTICE IS GIVEN WITHIN THIRTY (30) DAYS PRIOR TO THE EXPIRATION OF THE
MARKETING PERIOD, THE MARKETING PERIOD SHALL BE EXTENDED DAY-BY-DAY TO GIVE
EFFECT TO THE THIRTY (30) DAY NOTICE PERIOD OF THIS SENTENCE), EACH
NON-TRIGGERING PARTY SHALL AGAIN HAVE THE RIGHT TO DELIVER TO THE TRIGGERING
PARTY A PURCHASE NOTICE.
IF AN AGREEMENT IS EXECUTED DURING THE MARKETING
PERIOD BUT THE CLOSING UNDER SUCH AGREEMENT DOES NOT OCCUR WITHIN FORTY-FIVE
(45) DAYS AFTER THE END OF THE MARKETING PERIOD (THE "CLOSING PERIOD"),
PROVISIONS OF THIS SECTION 3.6 WILL APPLY AS TO ANY SALE OF THE PROPERTY
OCCURRING AFTER SUCH FORTY-FIVE (45) DAY PERIOD. NONE OF THE NON-TRIGGERING
PARTIES SHALL HAVE THE RIGHT TO APPROVE, OBJECT TO OR INTERFERE WITH ANY SALE
UNDER, AND CONFORMING TO, THIS SECTION 3.6(C) IRRESPECTIVE OF THE TERMS OF THE
SALE (THE TRIGGERING PARTY BEING FULLY AUTHORIZED AND EMPOWERED TO EXECUTE AND
DELIVER ALL NECESSARY DOCUMENTS, AGREEMENTS AND INSTRUMENTS ON BEHALF OF THE
COMPANY AND ANY OF ITS SUBSIDIARIES AND TO MAKE REPRESENTATIONS AND WARRANTIES
ON THE COMPANY'S AND ANY OF ITS SUBSIDIARIES' BEHALF).
IN CONNECTION WITH THE
SALE OF THE PROPERTY, (I) THE MEMBERS AGREE TO COOPERATE FULLY AND IN GOOD FAITH
TO DELIVER ANY MATERIALS REASONABLY REQUESTED BY THE POTENTIAL PURCHASER (ALL OF
WHICH SHALL BE PROVIDED, TO THE EXTENT REASONABLY AVAILABLE, WITHIN THREE (3)
BUSINESS DAYS OF REQUEST (OR EARLIER IF SUCH EARLIER TIME PERIOD IS REASONABLE))
AND TO USE THEIR REASONABLE BEST EFFORTS TO CAUSE THE SALE OF THE PROPERTY AND
(II) THE NON-TRIGGERING PARTIES AGREE TO COOPERATE FULLY AND IN GOOD FAITH WITH
THE TRIGGERING PARTY IN THE ASSUMPTION BY ANY POTENTIAL PURCHASER OF THE
PROPERTY DEBT DOCUMENTATION (AS LONG AS THE EQUITY MEMBERS AND THEIR AFFILIATES
WHO ARE PARTY TO ANY SUCH DOCUMENTS ARE RELEASED FROM ANY LIABILITIES THAT
ACCRUE AFTER THE DATE OF SUCH ASSUMPTION), INCLUDING PROMPTLY DELIVERING TO
UNDERLYING LENDER ANY DOCUMENTS REQUESTED BY THE TRIGGERING PARTY OR THE
UNDERLYING LENDER, EXECUTING ANY DOCUMENTS OR AGREEMENTS REQUIRED BY THE
TRIGGERING PARTY OR THE UNDERLYING LENDER IN CONNECTION WITH ANY SUCH ASSUMPTION
(TO THE EXTENT SUCH DOCUMENTS OR AGREEMENTS DO NOT MATERIALLY INCREASE SUCH
PARTY'S LIABILITIES OR OBLIGATIONS) AND AGREEING TO REMAIN LIABLE ON ANY
GUARANTIES IN RESPECT OF THE NEW SENIOR DEBT DOCUMENTATION FOR THE PERIODS
DURING WHICH
SUCH EQUITY MEMBERS OR THEIR AFFILIATES OWNED ANY DIRECT OR
INDIRECT INTEREST IN THE PROPERTY.
DURING THE MARKETING PERIOD, NONE OF THE
EQUITY MEMBERS OR THEIR AFFILIATES SHALL HAVE THE RIGHT TO BID FOR THE PROPERTY.
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(D)
IF ONLY ONE NON-TRIGGERING