Common use of Initiation of Forced Sale; Sale of Interest Clause in Contracts

Initiation of Forced Sale; Sale of Interest. (a) If, at any time after the expiration of the Forced Sale Lockout End Date with respect to a Member, such Member desires to sell all of the Properties or, solely with respect to the NorthStar Member, any Property, and the other Member does not approve such sale, then, so long as the Venture or applicable Subsidiary(ies) is not then subject to any prohibition on the sale of the applicable Property(ies) pursuant to Loan Documents or other agreements binding upon the Venture or applicable Subsidiary(ies) (it being understood that, such a prohibition on the sale of the applicable Property(ies) shall not include the mere requirement or condition that a release price for such Property(ies) be paid, a defeasance (including a partial defeasance) be effectuated with respect to the loan relating to such Property(ies) or a loan relating to such Property(ies) be repaid in full (including the payment of a yield maintenance premium or prepayment fee) in connection with such sale), such Member shall have the right, subject to Section 10.04 and Section 15.01(f), to give the other Member a notice (a “Sale Notice”; the Member giving a Sale Notice, the “Initiating Member”; the Member receiving a Sale Notice, the “Non-Initiating Member”) which Sale Notice shall (i) set forth the Initiating Member’s recommendation that the Venture sell the applicable Property(ies) to a third party who is not an Affiliate of the Initiating Member, (ii) state whether the Initiating Member intends to offer the applicable Property(ies) for sale only to buyers who would assume or take subject to any then existing Mortgage Loan(s) with respect to the applicable Property(ies) and would be permitted transferees under the terms of the applicable Loan Documents with respect thereto (whether as a matter of right or by obtaining lender, rating agency or other approval) and which is capable of satisfying the applicable requirements of Section 10.03(a) (such a buyer, herein, a “Qualifying Buyer”) or to buyers who need not be Qualifying Buyers, and (iii) the Initiating Member’s determination of the price (the “Forced Sale Price”), in dollars, at which the Initiating Member would be willing to sell the applicable Property(ies) free and clear of all liabilities secured by or otherwise relating to such applicable Property(ies) (other than the Mortgage Loan(s) and other secured liabilities to be assumed by a Qualifying Buyer if the Initiating Member stated in the Sale Notice that the applicable Property(ies) would be sold only to Qualifying Buyers). Notwithstanding anything to the contrary contained in this Article 10, neither Member shall have the right to be an Initiating Member or tender a Sale Notice during the existence of an Event of Default by such Member or if a Removal Event has occurred with respect to such Member. (b) Within a period (the “Initial Acceptance Period”) of thirty (30) days following the delivery of the Sale Notice, the Non-Initiating Member shall have the right to deliver to the Initiating Member a notice (the “Initial Acceptance Notice”) stating its desire to purchase (i) in the case of a Sale Notice covering all of the Properties, the Initiating Member’s Interest for the Interest Purchase Price, or (ii) in the case of a Sale Notice covering less than all of the Properties, the applicable Property(ies) covered by such Sale Notice for the Forced Sale Price (which, if the applicable Property(ies) constitute all of the Properties owned by one or more Subsidiaries, may be structured as a purchase of ownership interests in such Subsidiary(ies)) (such purchase described in clause (i) or (ii), a “Purchase”); provided, that simultaneously with the giving of the Initial Acceptance Notice such Non-Initiating Member shall deliver to a national title insurance company, as escrow agent pursuant to a customary escrow agreement, a soft deposit (the “Initial Forced Sale Deposit”) in an amount equal to one percent (1.0%) of the Forced Sale Price. (c) If the Non-Initiating Member has delivered an Initial Acceptance Notice, within a period (the “Second Acceptance Period”) of ninety (90) days following the delivery of the Initial Acceptance Notice, the Non-Initiating Member shall have the right to deliver to the Initiating Member a notice (the “Second Acceptance Notice”) reaffirming its desire to consummate the Purchase; provided, that simultaneously with the giving of the Second Acceptance Notice such Non-Initiating Member shall deliver to the applicable escrow agent an additional deposit (the “Second Forced Sale Deposit” and together with the Initial Forced Sale Deposit, the “Forced Sale Deposit”) in an amount equal to two percent (2.0%) of the Forced Sale Price, which shall result in an aggregate Forced Sale Deposit of three percent (3.0%) of the Forced Sale Price. If the Non-Initiating Member does not timely deliver the Second Acceptance Notice to the Initiating Member together with the Second Forced Sale Deposit on or before the expiration of the Second Acceptance Period (time being of the essence), the Non-Initiating Member shall be deemed to have elected not to consummate the Purchase and the Initial Forced Sale Deposit shall be returned to the Non-Initiating Member. (d) Following the delivery of the Sale Notice, the Administrative Member shall request the Venture Accountants to promptly calculate the amount that would be distributed to each Member if the applicable Property(ies) were sold for the Forced Sale Price on the date which the Forced Sale Notice is delivered (or, for purposes of assumptions relating to whether the applicable Mortgage Loan(s) are or are not open to free prepayment at par, on the Interest Closing Date), all customary transaction costs relating to such a sale were paid and all other liabilities of the Venture and its Subsidiaries which relate to the Property(ies) being sold were discharged (and solely in the case of a sale of all Properties, the Venture was liquidated and all assets of the Venture were distributed in accordance with the provisions of Section 11.03); provided, that (i) there shall be no deduction for any deemed transfer, stamp or similar taxes or the establishment of any reserves under Section 11.03(b), (ii) if the Initiating Member stated in the Sale Notice that it intends to offer the applicable Property(ies) for sale only to Qualifying Buyers who intend on assuming or taking subject to the then existing applicable Mortgage Loan(s), the calculation shall assume that any applicable Mortgage Loan(s) will be assumed or taken subject to by the Qualifying Buyer who shall pay any applicable loan assumption fees and related costs, and (iii) if (A) the NorthStar Member is the Initiating Member, or (B) the TFG Member is the Initiating Member at a time when the Mortgage Loan(s) and the mortgage loan(s) secured by any of the Master Lease Properties with which any of the Mortgage Loan(s) are cross-collateralized or cross-defaulted are open to free prepayment at par, then (x) any required repayment of such mortgage loan(s) secured by any of the Master Lease Properties at par and (y) any required release premium or portion thereof that would otherwise be payable in respect of the applicable Mortgage Loan(s) that would be applied to pay down the mortgage loan(s) secured by any of the Master Lease Properties, in each case shall not be taken into account (and, in any such case where there is an actual sale of the applicable Property(ies), the same shall be paid Master Lease Landlord to the extent required to be paid). The amount so calculated by the Venture Accountants that would be distributed to the Initiating Member shall be referred to as the “Interest Purchase Price”. The failure of the Venture Accountants to complete the calculation of the Interest Purchase Price prior to the last day of the Acceptance Period shall not extend the Acceptance Period.

Initiation of Forced Sale; Sale of Interest. (a) If, at any time after the expiration of the Forced Sale Lockout End Date with respect to a Member, such Member desires to sell all of the Properties or, solely with respect to the NorthStar Member, or any PropertyPortfolio, and the other Member does not approve such sale, then, so long as the Venture or applicable Subsidiary(ies) is not then subject to any prohibition on the sale of the applicable Property(iesPortfolio(s) pursuant to Loan Documents or other agreements binding upon the Venture or applicable Subsidiary(ies) (it being understood that, such a prohibition on the sale of the applicable Property(iesPortfolio(s) shall not include the mere requirement or condition that a release price for such Property(ies) be paid, a defeasance (including a partial defeasance) be effectuated with respect to the loan relating to such Property(ies) or a loan relating to such Property(ies) be repaid in full (including the payment of a yield maintenance premium or prepayment fee) in connection with such sale), such Member shall have the right, subject to Section 10.04 and Section 15.01(f), right to give the other Member a notice (a “Sale Notice”; the Member giving a Sale Notice, the “Initiating Member”; the Member receiving a Sale Notice, the “Non-Initiating Member”) which Sale Notice shall (i) set forth the Initiating Member’s recommendation that the Venture sell the applicable Property(iesPortfolio(s) to a third party who is not an Affiliate of the Initiating Member, (ii) state whether the Initiating Member intends to offer the applicable Property(iesPortfolio(s) for sale only to buyers who would assume or take subject to any then existing Mortgage Loan(s) with respect to the applicable Property(iesPortfolio(s) and would be permitted transferees under the terms of the applicable Loan Documents with respect thereto (whether as a matter of right or by obtaining lender, rating agency or other approval) and which is capable of satisfying the applicable requirements of Section 10.03(a) (such a buyer, herein, a “Qualifying Buyer”) or to buyers who need not be Qualifying Buyers, and (iii) the Initiating Member’s determination of the gross price (the “Forced Sale Price”), in dollars, at which the Initiating Member would be willing to sell the applicable Property(ies) Portfolio(s), free and clear of all liabilities secured by or otherwise relating to such applicable Property(iesPortfolio(s) (other than the Mortgage Loan(s) and other secured liabilities to be assumed by a Qualifying Buyer if the Initiating Member stated in the Sale Notice that the applicable Property(iesPortfolio(s) would be sold only to Qualifying Buyers). Notwithstanding anything to the contrary contained in this Article 10, neither the Formation Member shall not have the right to be an Initiating Member or tender a Sale Notice during from and after the existence of an Event of Default by such Member or Removal Date (if a the underlying Removal Event has occurred with respect to such Memberwas also a Promote Loss Event). (b) Within a period (the “Initial Acceptance Period”) of thirty (30) days following the delivery of the Sale Notice, the Non-Initiating Member shall have the right to deliver to the Initiating Member a notice (the “Initial Acceptance Notice”) stating its desire to purchase (i) in the case case of a Sale Notice covering all of the PropertiesPortfolios, the Initiating Member’s Interest for the Interest Purchase Price, or (ii) in the case of a Sale Notice covering less than all of the PropertiesPortfolios, the applicable Property(iesPortfolio(s) covered by such Sale Notice for the Forced Sale Price (which, if the applicable Property(iesPortfolio(s) constitute all of the Properties Portfolios owned by one or more Subsidiaries, may be structured as a purchase of ownership interests in such Subsidiary(ies)) (such purchase described in clause (i) or (ii), a “Purchase”); provided, that simultaneously with the giving of the Initial Acceptance Notice such Non-Initiating Member shall deliver to a national title insurance company, as escrow agent pursuant to a customary escrow agreement, a soft deposit (the “Initial Forced Sale Deposit”) in an amount equal to one percent (1.0%) of the Forced Sale Price. (c) If the Non-Initiating Member has delivered an Initial Acceptance Notice, within a period (the “Second Acceptance Period”) of ninety (90) days following the delivery of the Initial Acceptance Notice, the Non-Initiating Member shall have the right to deliver to the Initiating Member a notice (the “Second Acceptance Notice”) reaffirming its desire to consummate the Purchase; provided, that simultaneously with the giving of the Second Acceptance Notice such Non-Initiating Member shall deliver to the applicable escrow agent an additional deposit (the “Second Forced Sale Deposit” and together with the Initial Forced Sale Deposit, the “Forced Sale Deposit”) in an amount equal to two five percent (2.05.0%) of the Forced Sale Price, which shall result in an aggregate Forced Sale Deposit of three percent (3.0%) of the Forced Sale Price. If the Non-Initiating Member does not timely deliver the Second Acceptance Notice to the Initiating Member together with the Second Forced Sale Deposit on or before the expiration of the Second Acceptance Period (time being of the essence), the Non-Initiating Member shall be deemed to have elected not to consummate the Purchase and the Initial Forced Sale Deposit shall be returned to the Non-Initiating Member’s Percentage Interest of (x) the Forced Sale Price less (y) the Mortgage Loan(s) and other liabilities secured by the applicable Portfolio(s). (dc) Following the delivery of the Sale Notice, the Administrative Member shall request the Venture Accountants to promptly calculate the amount that would be distributed to each Member if the applicable Property(iesPortfolio(s) were sold for the Forced Sale Price on the date which the Forced Sale Notice is delivered (or, for purposes of assumptions relating to whether the applicable Mortgage Loan(s) are or are not open to free prepayment at par, on the Interest Closing Date)delivered, all customary transaction costs relating to such a sale were paid and all other liabilities of the Venture and its Subsidiaries which relate to the Property(iesPortfolio(s) being sold were discharged (and solely in the case of a sale of all PropertiesPortfolios, the Venture was liquidated and all assets of the Venture were distributed in accordance with the provisions of Section 11.03); provided, that (i) there shall be no deduction for any deemed transfer, stamp or similar taxes or the establishment of any reserves under Section 11.03(b), ) and (ii) if the Initiating Member stated in the Sale Notice that it intends to offer the applicable Property(iesPortfolio(s) for sale only to Qualifying Buyers who intend on assuming or taking subject to the then existing applicable Mortgage Loan(s), the calculation shall assume that any applicable Mortgage Loan(s) will be assumed or taken subject to by the Qualifying Buyer who shall pay any applicable loan assumption fees and related costs, and (iii) if (A) the NorthStar Member is the Initiating Member, or (B) the TFG Member is the Initiating Member at a time when the Mortgage Loan(s) and the mortgage loan(s) secured by any of the Master Lease Properties with which any of the Mortgage Loan(s) are cross-collateralized or cross-defaulted are open to free prepayment at par, then (x) any required repayment of such mortgage loan(s) secured by any of the Master Lease Properties at par and (y) any required release premium or portion thereof that would otherwise be payable in respect of the applicable Mortgage Loan(s) that would be applied to pay down the mortgage loan(s) secured by any of the Master Lease Properties, in each case shall not be taken into account (and, in any such case where there is an actual sale of the applicable Property(ies), the same shall be paid Master Lease Landlord to the extent required to be paid). The amount so calculated by the Venture Accountants that would be distributed to the Initiating Member shall be referred to as the “Interest Purchase Price”. The failure of the Venture Accountants to complete the calculation of the Interest Purchase Price prior to the last day of the Acceptance Period shall not extend the Acceptance Period.

Initiation of Forced Sale; Sale of Interest. (a) If, at any time after the expiration of the Forced Sale Lockout End Date with respect to a Member, such Member desires to sell all of the Properties or, solely with respect to the NorthStar Member, or any PropertyPortfolio, and the other Member does not approve such sale, then, so long as the Venture or applicable Subsidiary(ies) is not then subject to any prohibition on the sale of the applicable Property(iesPortfolio(s) pursuant to Loan Documents or other agreements binding upon the Venture or applicable Subsidiary(ies) (it being understood that, such a prohibition on the sale of the applicable Property(iesPortfolio(s) shall not include the mere requirement or condition that a release price for such Property(ies) be paid, a defeasance (including a partial defeasance) be effectuated with respect to the loan relating to such Property(ies) or a loan relating to such Property(ies) be repaid in full (including the payment of a yield maintenance premium or prepayment fee) in connection with such sale), such Member shall have the right, subject to Section 10.04 and Section 15.01(f), right to give the other Member a notice (a “Sale Notice”; the Member giving a Sale Notice, the “Initiating Member”; the Member receiving a Sale Notice, the “Non-Initiating Member”) which Sale Notice shall (i) set forth the Initiating Member’s recommendation that the Venture sell the applicable Property(iesPortfolio(s) to a third party who is not an Affiliate of the Initiating Member, (ii) state whether the Initiating Member intends to offer the applicable Property(iesPortfolio(s) for sale only to buyers who would assume or take subject to any then existing Mortgage Loan(s) with respect to the applicable Property(iesPortfolio(s) and would be permitted transferees under the terms of the applicable Loan Documents with respect thereto (whether as a matter of right or by obtaining lender, rating agency or other approval) and which is capable of satisfying the applicable requirements of Section 10.03(a) (such a buyer, herein, a “Qualifying Buyer”) or to buyers who need not be Qualifying Buyers, and (iii) the Initiating Member’s determination of the gross price (the “Forced Sale Price”), in dollars, at which the Initiating Member would be willing to sell the applicable Property(ies) Portfolio(s), free and clear of all liabilities secured by or otherwise relating to such applicable Property(iesPortfolio(s) (other than the Mortgage Loan(s) and other secured liabilities to be assumed by a Qualifying Buyer if the Initiating Member stated in the Sale Notice that the applicable Property(iesPortfolio(s) would be sold only to Qualifying Buyers). Notwithstanding anything to the contrary contained in this Article 10, neither the Formation Member shall not have the right to be an Initiating Member or tender a Sale Notice during from and after the existence of an Event of Default by such Member or Removal Date (if a the underlying Removal Event has occurred with respect to such Memberwas also a Promote Loss Event). (b) Within a period (the “Initial Acceptance Period”) of thirty (30) days following the delivery of the Sale Notice, the Non-Initiating Member shall have the right to deliver to the Initiating Member a notice (the “Initial Acceptance Notice”) stating its desire to purchase (i) in the case of a Sale Notice covering all of the PropertiesPortfolios, the Initiating Member’s Interest for the Interest Purchase Price, or (ii) in the case of a Sale Notice covering less than all of the PropertiesPortfolios, the applicable Property(iesPortfolio(s) covered by such Sale Notice for the Forced Sale Price (which, if the applicable Property(iesPortfolio(s) constitute all of the Properties Portfolios owned by one or more Subsidiaries, may be structured as a purchase of ownership interests in such Subsidiary(ies)) (such purchase described in clause (i) or (ii), a “Purchase”); provided, that simultaneously with the giving of the Initial Acceptance Notice such Non-Initiating Member shall deliver to a national title insurance company, as escrow agent pursuant to a customary escrow agreement, a soft deposit (the “Initial Forced Sale Deposit”) in an amount equal to one percent (1.0%) of the Forced Sale Price. (c) If the Non-Initiating Member has delivered an Initial Acceptance Notice, within a period (the “Second Acceptance Period”) of ninety (90) days following the delivery of the Initial Acceptance Notice, the Non-Initiating Member shall have the right to deliver to the Initiating Member a notice (the “Second Acceptance Notice”) reaffirming its desire to consummate the Purchase; provided, that simultaneously with the giving of the Second Acceptance Notice such Non-Initiating Member shall deliver to the applicable escrow agent an additional deposit (the “Second Forced Sale Deposit” and together with the Initial Forced Sale Deposit, the “Forced Sale Deposit”) in an amount equal to two five percent (2.05.0%) of the Forced Sale Price, which shall result in an aggregate Forced Sale Deposit of three percent (3.0%) of the Forced Sale Price. If the Non-Initiating Member does not timely deliver the Second Acceptance Notice to the Initiating Member together with the Second Forced Sale Deposit on or before the expiration of the Second Acceptance Period (time being of the essence), the Non-Initiating Member shall be deemed to have elected not to consummate the Purchase and the Initial Forced Sale Deposit shall be returned to the Non-Initiating Member’s Percentage Interest of (x) the Forced Sale Price less (y) the Mortgage Loan(s) and other liabilities secured by the applicable Portfolio(s). (dc) Following the delivery of the Sale Notice, the Administrative Member shall request the Venture Accountants to promptly calculate the amount that would be distributed to each Member if the applicable Property(iesPortfolio(s) were sold for the Forced Sale Price on the date which the Forced Sale Notice is delivered (or, for purposes of assumptions relating to whether the applicable Mortgage Loan(s) are or are not open to free prepayment at par, on the Interest Closing Date)delivered, all customary transaction costs relating to such a sale were paid and all other liabilities of the Venture and its Subsidiaries which relate to the Property(iesPortfolio(s) being sold were discharged (and solely in the case of a sale of all PropertiesPortfolios, the Venture was liquidated and all assets of the Venture were distributed in accordance with the provisions of Section 11.03); provided, that (i) there shall be no deduction for any deemed transfer, stamp or similar taxes or the establishment of any reserves under Section 11.03(b), ) and (ii) if the Initiating Member stated in the Sale Notice that it intends to offer the applicable Property(iesPortfolio(s) for sale only to Qualifying Buyers who intend on assuming or taking subject to the then existing applicable Mortgage Loan(s), the calculation shall assume that any applicable Mortgage Loan(s) will be assumed or taken subject to by the Qualifying Buyer who shall pay any applicable loan assumption fees and related costs, and (iii) if (A) the NorthStar Member is the Initiating Member, or (B) the TFG Member is the Initiating Member at a time when the Mortgage Loan(s) and the mortgage loan(s) secured by any of the Master Lease Properties with which any of the Mortgage Loan(s) are cross-collateralized or cross-defaulted are open to free prepayment at par, then (x) any required repayment of such mortgage loan(s) secured by any of the Master Lease Properties at par and (y) any required release premium or portion thereof that would otherwise be payable in respect of the applicable Mortgage Loan(s) that would be applied to pay down the mortgage loan(s) secured by any of the Master Lease Properties, in each case shall not be taken into account (and, in any such case where there is an actual sale of the applicable Property(ies), the same shall be paid Master Lease Landlord to the extent required to be paid). The amount so calculated by the Venture Accountants that would be distributed to the Initiating Member shall be referred to as the “Interest Purchase Price”. The failure of the Venture Accountants to complete the calculation of the Interest Purchase Price prior to the last day of the Acceptance Period shall not extend the Acceptance Period.

Initiation of Forced Sale; Sale of Interest. (a) If, at any time after the expiration of the Forced Sale Lockout End Date with respect to a Member, such Member desires to sell the interest of the Venture and its Subsidiaries in all of the Properties Facilities or, solely with respect to the NorthStar Member, any PropertyFacility, and the other Member does not approve such sale, then, so long as neither the Venture or applicable Subsidiary(ies) nor the Owner Venture or its applicable subsidiary(ies) is not then subject to any prohibition on the sale of the interest of the Venture and its Subsidiaries in the applicable Property(iesFacility(ies) pursuant to any Loan Documents (as defined in the Owner Venture Agreement) or other agreements binding upon the Venture or applicable Subsidiary(ies) or the Owner Venture or its applicable subsidiary(ies) (it being understood that, such a prohibition on the sale of the applicable Property(ies) such interest shall not include the mere requirement or condition that a release price for such Property(ies) be paid, a defeasance (including a partial defeasance) be effectuated with respect to the loan relating to such Property(ies) or a loan relating to such Property(ies) be repaid in full (including the payment of a yield maintenance premium or prepayment fee) in connection with such sale), such Member shall have the right, subject to Section 10.04 and Section 15.01(f), to give the other Member a notice (a “Sale Notice”; the Member giving a Sale Notice, the “Initiating Member”; the Member receiving a Sale Notice, the “Non-Initiating Member”) which Sale Notice shall (i) set forth the Initiating Member’s recommendation that the Venture sell the interest of the Venture and its Subsidiaries in the applicable Property(iesFacility(ies) to a third party who is not an Affiliate of the Initiating Member, (ii) state whether be delivered together with, and as part of, a “Sale Notice” as defined in, and given pursuant to the Initiating Member intends to offer provisions of, Section 10.01 of the applicable Property(ies) for sale only to buyers who would assume or take subject to any then existing Mortgage Loan(s) Owner Venture Agreement, and shall otherwise comply with the requirements set forth therein with respect to the applicable Property(ies) any assumption of Mortgage Loans and would be permitted transferees under the terms of the applicable Loan Documents with respect thereto Qualifying Buyers (whether as a matter of right or by obtaining lender, rating agency or other approval) and which each such phrase is capable of satisfying the applicable requirements of Section 10.03(a) (such a buyer, herein, a “Qualifying Buyer”) or to buyers who need not be Qualifying Buyersdefined therein), and (iii) the Initiating Member’s determination of the price (the “Forced Sale Price”), in dollars, at which the Initiating Member would be willing to sell the interest of the Venture and its Subsidiaries in the applicable Property(iesFacility(ies) free and clear of all liabilities secured by or otherwise relating to such applicable Property(iesFacility(ies) (other than except as otherwise set forth in Section 10.01 of the Mortgage Loan(s) and other secured liabilities to be assumed by a Qualifying Buyer if the Initiating Member stated in the Sale Notice that the applicable Property(ies) would be sold only to Qualifying BuyersOwner Venture Agreement). Notwithstanding anything to the contrary contained in this Article 10, neither Member shall have the right to be an Initiating Member or tender a Sale Notice during the existence of an Event of Default by such Member or if a Removal Event has occurred with respect to such Member. (ba) Within a period (the “Initial Acceptance Period”) of thirty (30) days following the delivery of the Sale Notice, the Non-Initiating Member shall have the right to deliver to the Initiating Member a notice (the “Initial Acceptance Notice”) stating its desire to purchase (i) in the case of a Sale Notice covering all of the PropertiesFacilities, the Initiating Member’s Interest for the Interest Purchase Price, or (ii) in the case of a Sale Notice covering less than all of the PropertiesFacilities, the interest of the Venture and its Subsidiaries in the applicable Property(iesFacility(ies) covered by such Sale Notice for the Forced Sale Price (which, if the applicable Property(iesFacility(ies) constitute all of the Properties Facilities owned by one or more Subsidiaries, may be structured as a purchase of ownership interests in such Subsidiary(ies)) (such purchase described in clause (i) or (ii), a “Purchase”); provided, that simultaneously with the giving of the Initial Acceptance Notice such Non-Initiating Member shall deliver to a national title insurance company, as escrow agent pursuant to a customary escrow agreement, a soft deposit (the “Initial Forced Sale Deposit”) in an amount equal to one percent (1.0%) of the Forced Sale Price. (cb) If the Non-Initiating Member has delivered an Initial Acceptance Notice, within a period (the “Second Acceptance Period”) of ninety (90) days following the delivery of the Initial Acceptance Notice, the Non-Initiating Member shall have the right to deliver to the Initiating Member a notice (the “Second Acceptance Notice”) reaffirming its desire to consummate the Purchase; provided, that simultaneously with the giving of the Second Acceptance Notice such Non-Initiating Member shall deliver to the applicable escrow agent an additional deposit (the “Second Forced Sale Deposit” and together with the Initial Forced Sale Deposit, the “Forced Sale Deposit”) in an amount equal to two percent (2.0%) of the Forced Sale Price, which shall result in an aggregate Forced Sale Deposit of three percent (3.0%) of the Forced Sale Price. If the Non-Initiating Member does not timely deliver the Second Acceptance Notice to the Initiating Member together with the Second Forced Sale Deposit on or before the expiration of the Second Acceptance Period (time being of the essence), the Non-Initiating Member shall be deemed to have elected not to consummate the Purchase and the Initial Forced Sale Deposit shall be returned to the Non-Initiating Member. (dc) Following the delivery of the Sale Notice, the Administrative Member shall request the Venture Accountants to promptly calculate the amount that would be distributed to each Member if the interest of the Venture and its Subsidiaries in the applicable Property(iesFacility(ies) were sold for the Forced Sale Price on the date which the Forced Sale Notice is delivered (or, for purposes of assumptions relating to whether the applicable Mortgage Loan(s) are or are not open to free prepayment at par, on the Interest Closing Date)delivered, all customary transaction costs relating to such a sale were paid and all other liabilities of the Venture and its Subsidiaries which relate to the Property(iesFacility(ies) being sold were discharged (and solely in the case of a sale of all PropertiesFacilities, the Venture was liquidated and all assets of the Venture were distributed in accordance with the provisions of Section 11.03); provided, that (i) there shall be no deduction for any deemed transfer, stamp or similar taxes or the establishment of any reserves under Section 11.03(b), ) (ii) if the Initiating Member stated in the Sale Notice that it intends to offer the applicable Property(ies) for sale only to Qualifying Buyers who intend on assuming or taking subject to the then existing applicable Mortgage Loan(s), the calculation shall assume that take into account any applicable Mortgage Loan(sadditional assumptions set forth in Section 10.01(d) will be assumed or taken subject to by the Qualifying Buyer who shall pay any applicable loan assumption fees and related costs, and (iii) if (A) the NorthStar Member is the Initiating Member, or (B) the TFG Member is the Initiating Member at a time when the Mortgage Loan(s) and the mortgage loan(s) secured by any of the Master Lease Properties with which any of the Mortgage Loan(s) are cross-collateralized or cross-defaulted are open to free prepayment at par, then (x) any required repayment of such mortgage loan(s) secured by any of the Master Lease Properties at par and (y) any required release premium or portion thereof that would otherwise be payable in respect of the applicable Mortgage Loan(s) that would be applied to pay down the mortgage loan(s) secured by any of the Master Lease Properties, in each case shall not be taken into account (and, in any such case where there is an actual sale of the applicable Property(ies), the same shall be paid Master Lease Landlord to the extent required to be paid)Owner Venture Agreement. The amount so calculated by the Venture Accountants that would be distributed to the Initiating Member shall be referred to as the “Interest Purchase Price”. The failure of the Venture Accountants to complete the calculation of the Interest Purchase Price prior to the last day of the Acceptance Period shall not extend the Acceptance Period.