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 any Portfolio, 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 Portfolio(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 Portfolio(s) shall not include the mere requirement or condition that a release price be paid, a defeasance (including a partial defeasance) be effectuated or a loan 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 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 Portfolio(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 Portfolio(s) for sale only to buyers who would assume or take subject to any then existing Mortgage Loan(s) with respect to the applicable Portfolio(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 Portfolio(s), free and clear of all liabilities secured by or otherwise relating to such applicable Portfolio(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 Portfolio(s) would be sold only to Qualifying Buyers). Notwithstanding anything to the contrary contained in this Article 10, the Formation Member shall not have the right to be an Initiating Member or tender a Sale Notice from and after the Removal Date (if the underlying Removal Event was also a Promote Loss Event).

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 or Facilities or, solely with respect to the NorthStar Member, any PortfolioFacility, 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 Portfolio(sFacility(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 Portfolio(s) such interest shall not include the mere requirement or condition that a release price be paid, a defeasance (including a partial defeasance) be effectuated or a loan 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 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 Portfolio(sFacility(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 Portfolio(s) 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 Portfolio(s) 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 gross 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 Portfolio(s), Facility(ies) free and clear of all liabilities secured by or otherwise relating to such applicable Portfolio(sFacility(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 Portfolio(s) would be sold only to Qualifying BuyersOwner Venture Agreement). Notwithstanding anything to the contrary contained in this Article 10, the Formation neither Member shall not have the right to be an Initiating Member or tender a Sale Notice from and after during the Removal Date (existence of an Event of Default by such Member or if the underlying a Removal Event was also a Promote Loss Event)has occurred with respect to such Member.

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 or, solely with respect to the NorthStar Member, any PortfolioProperty, 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 Portfolio(sProperty(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 Portfolio(sProperty(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 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 Portfolio(sProperty(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 Portfolio(sProperty(ies) for sale only to buyers who would assume or take subject to any then existing Mortgage Loan(s) with respect to the applicable Portfolio(sProperty(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 gross price (the “Forced Sale Price”), in dollars, at which the Initiating Member would be willing to sell the applicable Portfolio(s), Property(ies) free and clear of all liabilities secured by or otherwise relating to such applicable Portfolio(sProperty(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 Portfolio(sProperty(ies) would be sold only to Qualifying Buyers). Notwithstanding anything to the contrary contained in this Article 10, the Formation neither Member shall not have the right to be an Initiating Member or tender a Sale Notice from and after during the Removal Date (existence of an Event of Default by such Member or if the underlying a Removal Event was also a Promote Loss Event)has occurred with respect to such Member.