to the Purchase Offer, the Administrative Member shall
thereafter have no right to deliver any further Purchase Offers (whether for a
Property Sale, a Portfolio/Company Interest Sale or a BREA Membership Sale), and
BREA shall have the right thereafter to sell the Properties, the Portfolio
and/or BREA's Membership Interest to a third party for any price that is
acceptable to BREA.
Section 10.3. 63B63B63B63B63B63BUUUUTag Along Rights
.UUUU
If BREA elects to sell BREA's Membership Interest within a Marketing
Period, ESC and Columbia each shall have the right to elect to "tag along" with
said sale on a pro rata basis in accordance with the terms and conditions
negotiated by BREA for the sale of BREA's Membership Interest; and failure by
ESC or Columbia to make such election within ten (10) business days of receipt
of notice from BREA regarding same shall be deemed an election by such Member to
not tag along on such sale.
Section 10.4. 64B64B64B64B64B64BUUUUDrag Along Rights
.UUUU
If BREA elects to sell BREA's Membership Interest within a Marketing
Period, BREA shall have the right to require ESC and Columbia to sell ESC and
Columbia's interests which represents the same percentage of the interests held
by ESC or Columbia as the interests being disposed of by BREA represent, in each
case on a pro rata basis in accordance with the terms and conditions negotiated
by BREA for the sale of BREA's Membership Interest.
BREA shall notify ESC and
Columbia of its election to "drag along" ESC and Columbia at least 30 days'
prior to such proposed sale.
If BREA elects to exercise its rights under this
Section 10.4, ESC and Columbia shall take such actions as may be reasonably
required and otherwise cooperate in good faith with BREA in connection with the
completion of the proposed sale (including, without limitation, the voting of
any interests to approve such proposed sale).
Section 10.5. 65B65B65B65B65B65BUUUUUnsolicited Offers to Purchase
.UUUU
If BREA receives an unsolicited offer to sell all or substantially all of
the Properties, any Property, BREA's Membership Interest, or the
Portfolio/Company Interest to a third party that is not an Affiliate of BREA,
then the thirty (30) day period in the case of a Property Sale and the sixty
(60) day period in the case of Portfolio Sale or a BREA Membership Sale set
forth in Sections 10.1A(1), 10.1B(1) and 10.1C(1) for the Administrative Member
to respond to an Intent to Sell Notice shall be reduced to fifteen (15) days and
thirty (30) days, respectively.
Section 10.6. 66B66B66B66B66B66BUUUUFailure to Sell
.UUUU
If BREA is unable to sell BREA's Membership Interest, the
Portfolio/Company Interest or the applicable Property within a Marketing Period,
then, prior to any further marketing or any subsequent marketing of BREA's
Membership Interest, the Portfolio/Company Interest or the applicable Property,
BREA must send Administrative Member
39
a new Intent to Sell Notice, and the process set forth in Section 10.1 through
this Section 10.5 shall be applicable.
Section 10.7. 67B67B67B67B67B67BUUUUMethod of Sale
.UUUU
The sale