Common use of Acceptance and Deposit Clause in Contracts

Acceptance and Deposit. In the event that the Administrative Member delivers a Purchase Offer with respect to a BREA Membership Sale, then BREA shall have a twenty (20) day period in which to elect either to accept or reject the Purchase Offer. If BREA delivers an Acceptance Notice that it accepts the Purchase Offer with respect to a BREA Membership Sale, then BREA shall sell BREA’s Membership Interest and the Administrative Member shall be obligated to purchase BREA’s Membership Interest for a purchase price equal to the Administrative Member’s Price, on the Purchase Date that is ninety (90) days after the delivery date of the Acceptance Notice, provided that the Administrative Member shall have the right to extend the Purchase Date for an additional thirty (30) days upon prior notice to BREA accompanied by the Additional Deposit. In the event that the Administrative Member becomes obligated to purchase BREA’s Membership Interest as provided above, then the Administrative Member shall transmit via wire transfer into an account specified by BREA, or by a certified check from a bank reasonably acceptable to BREA, readily available funds the Purchase Deposit payable to the Company, within five business days after the Purchase Offer is accepted. The Purchase Deposit and the Additional Deposit, if applicable, if made, shall be non-refundable to the Administrative Member in all events other than (i) the failure of the closing of the sale of BREA’s Membership Interest to occur by reason of the default by BREA or the Company as directed by BREA, (ii) the failure to execute a ROFO Purchase Agreement or (iii) one or more closing conditions which have been agreed to by the parties (other than as a result of a default by the Administrative Member) are not satisfied or waived (and in each such case the Purchase Deposit and the Additional Deposit, if applicable, shall be promptly refunded to the Administrative Member). Upon the closing of the sale on the Purchase Date, the Purchase Deposit and the Additional Deposit, if applicable, shall be a credit against the Administrative Member’s Price.

Acceptance and Deposit. In the event that the Administrative Member delivers a Purchase Offer with respect to a BREA Membership Portfolio Sale, then BREA shall have a twenty (20) day period in which to elect either to accept or reject the Purchase Offer. If BREA delivers an Acceptance Notice that it accepts the Purchase Offer with respect to a BREA Membership Portfolio Sale, then BREA the Company shall sell BREA’s Membership the Portfolio/Company Interest to the Administrative Member and the Administrative Member shall be obligated to purchase BREA’s Membership the Portfolio/Company Interest for a purchase price equal to the Administrative Member’s Price, on the Purchase Date that is ninety (90) days after the delivery date of the Acceptance Notice, provided that the Administrative Member shall have the right to extend the Purchase Date for an additional thirty (30) days upon prior notice to BREA accompanied by the Additional Deposit. In the event that the Administrative Member becomes obligated to purchase BREA’s Membership the Portfolio/Company Interest as provided above, then the Administrative Member shall transmit via wire transfer into an account specified by BREA, or by a certified check from a bank reasonably acceptable to BREA, readily available funds the Purchase Deposit payable to the Company, within five business days after the Purchase Offer is accepted. The Purchase Deposit and the Additional Deposit, if applicable, if made, shall be non-non- refundable to the Administrative Member in all events other than (i) the failure of the closing of the sale of BREA’s Membership the applicable Portfolio/Company Interest to occur by reason of the default by BREA or the Company as directed by BREA, (ii) the failure to execute a ROFO Purchase Agreement or (iii) one or more closing conditions which have been agreed to by the parties (other than as a result of a default by the Administrative Member) are not satisfied or waived (and in each such case the Purchase Deposit and the Additional Deposit, if applicable, shall be promptly refunded to the Administrative Member). Upon the closing of the sale on the Purchase Date, the Purchase Deposit and the Additional Deposit, if applicable, shall be a credit against the Administrative Member’s Price.

Acceptance and Deposit. In the event that the Administrative Member delivers a Purchase Offer with respect to a BREA Membership Property Sale, then BREA shall have a twenty (20) day period in which to elect either to accept or reject the Purchase Offer. If BREA delivers an Acceptance Notice that it accepts the Purchase Offer with respect to a BREA Membership Property Sale, then BREA the Company shall sell BREA’s Membership Interest the applicable Property or Properties to the Administrative Member, and the Administrative Member shall be obligated to purchase BREA’s Membership Interest the applicable Property or Properties for a purchase price equal to the Administrative Member’s Price, on the Purchase Date that is ninety sixty (9060) days after the delivery date of the Acceptance Notice, provided that the Administrative Member shall have the right to extend the Purchase Date for an additional thirty (30) days upon prior notice to BREA accompanied by the Additional Deposit. In the event that the Administrative Member becomes obligated to purchase BREA’s Membership Interest the applicable Property or Properties as provided above, then the Administrative Member shall transmit via wire transfer into an account specified by BREA, or by a certified check from a bank reasonably acceptable to BREA, readily available funds the Purchase Deposit payable to the Company, within five (5) business days after the Purchase Offer is accepted. The Purchase Deposit and the Additional Deposit, if applicable, if made, shall be non-refundable to the Administrative Member in all events other than (i) the failure of the closing of the sale of BREA’s Membership Interest the applicable Property or Properties to occur by reason of the default by BREA or the Company as directed by BREA, (ii) the failure to execute a ROFO Purchase Agreement or (iii) one or more closing conditions which have been agreed to by the parties (other than as a result of a default by the Administrative Member) are not satisfied or waived (and in each such case the Purchase Deposit and the Additional Deposit, if applicable, shall be promptly refunded to the Administrative Member). Upon the closing of the sale on the Purchase Date, the Purchase Deposit and the Additional Deposit, if applicable, shall be a credit against the Administrative Member’s Price.

Acceptance and Deposit. In the event that the Administrative Member delivers a Purchase Offer with respect to a BREA Membership Portfolio Sale, then BREA shall have a twenty (20) day period in which to elect either to accept or reject the Purchase Offer. If BREA delivers an Acceptance Notice that it accepts the Purchase Offer with respect to a BREA Membership Portfolio Sale, then BREA the Company shall sell BREA’s Membership the Portfolio/Company Interest to the Administrative Member and the Administrative Member shall be obligated to purchase BREA’s Membership the Portfolio/Company Interest for a purchase price equal to the Administrative Member’s Price, on the Purchase Date that is ninety (90) days after the delivery date of the Acceptance Notice, provided that the Administrative Member shall have the right to extend the Purchase Date for an additional thirty (30) days upon prior notice to BREA accompanied by the Additional Deposit. In the event that the Administrative Member becomes obligated to purchase BREA’s Membership the Portfolio/Company Interest as provided above, then the Administrative Member shall transmit via wire transfer into an account specified by BREA, or by a certified check from a bank reasonably acceptable to BREA, readily available funds the Purchase Deposit payable to the Company, within five business days after the Purchase Offer is accepted. The Purchase Deposit and the Additional Deposit, if applicable, if made, shall be non-refundable to the Administrative Member in all events other than (i) the failure of the closing of the sale of BREA’s Membership the applicable Portfolio/Company Interest to occur by reason of the default by BREA or the Company as directed by BREA, (ii) the failure to execute a ROFO Purchase Agreement or (iii) one or more closing conditions which have been agreed to by the parties (other than as a result of a default by the Administrative Member) are not satisfied or waived (and in each such case the Purchase Deposit and the Additional Deposit, if applicable, shall be promptly refunded to the Administrative Member). Upon the closing of the sale on the Purchase Date, the Purchase Deposit and the Additional Deposit, if applicable, shall be a credit against the Administrative Member’s Price.