Common use of Marketing Right Clause in Contracts

Marketing Right. Subject always to Section 14.6 hereof, at any time there exists a Major Dispute, in which case either Member may be an initiating party, or at any time after the Commitment Termination Date, in which case either Member may be an initiating party, or in the event Bankruptcy shall occur or exist with respect to a Member (or in the case of the Developer Member, SUSA) in which case the other Member may be the initiating party, or at any time a Removal Event has occurred or exists with respect to the Developer Member, in which case only the GECC Member may be the initiating party, or in the event of an Unpermitted Transfer, in which case only the non-transferring Member may be the initiating party, or at any time there should exist a Project Capital Contribution Default or an Additional Capital Contribution Default Event, in which case only the non-defaulting Member may be the initiating party, or at any time the Marketing Right is exercised under the Other Company LLC Agreement, in which case only the Member exercising the Marketing Right under the Other Company LLC Agreement may be the initiating party of the Marketing Right under this Agreement, then the Member which is permitted to be the initiating party under this Section 14.1, may exercise its right to initiate the provisions of this Article 14 (the "Marketing Right"). The Member desiring to exercise the Marketing Right (the "Moving Member") shall do so by giving notice (the "Marketing Notice") to the other Member setting forth a statement of intent to invoke its rights under this Article 14 and stating therein (i) the names of three (3) nationally recognized investment banking firms or real estate investment brokers, not an Affiliate of the Moving Member, selected from the list of such firms attached hereto as Schedule 14.1 (as such list may be amended from time to time as hereinafter provided), which the Moving Member proposes to retain on behalf of the Company to manage and oversee the sale of all or substantially all of the Projects then owned by the Company and its Subsidiaries, together with a copy of each such firm's proposal describing the services to be undertaken by such firm and the compensation that would be payable to such firm in connection with any such transaction, and (ii) the material terms on which such sale would be effected (including a sales price, method of payment, anticipated closing date measured from the date of any to-be-executed contracts, and whether the Project would be offered for sale as an entirety in a single portfolio or in selected portfolios. Within thirty (30) days after its receipt of the Marketing Notice, the other Member will select one of the investment banking firms or investment brokers named in the Marketing Notice as the firm (the "Marketing Firm") which will be retained by the Company to manage and oversee the sale of substantially all of the Projects then owned by the Company and its Subsidiaries. If the other Member fails to select one of such firms within such thirty (30) day period, then the Moving Member shall have the right to select the Marketing Firm from the list of such firms set forth in the Marketing Notice. The Marketing Firm thus selected shall proceed to value all of the Projects then owned by the Company and its Subsidiaries and shall offer them for sale in accordance with the Marketing Notice at a fair market price and on such other terms and conditions as the Marketing Firm shall deem consistent with then market practices. After advising the Executive Committee concerning any offer or offers received by it, the Marketing Firm may accept such offer or offers as it may have received for the sale and purchase of substantially all of the Projects, all on such terms and conditions as the Marketing Firm shall deem appropriate. The Manager and, to the extent required, both Members shall execute such documents as may be required to effect the sale and disposition of the Projects at the price and on the other terms and conditions approved by the Marketing Firm.

Marketing Right. Subject always to Section 14.6 hereof(a) Upon the occurrence of a Change in Control (other than a Key Person Event), at any time there exists a Major Dispute, in which case either Member may be an initiating party, or at any time after the Commitment Termination Date, in which case either Member may be an initiating party, or in the event Bankruptcy shall occur or exist with respect to a Member (or in the case of the Developer Member, SUSA) in which case the other Member may be the initiating party, or at any time a Removal Event has occurred or exists with respect to the Developer Member, in which case only the GECC Member may be the initiating party, or in the event of an Unpermitted Transfer, in which case only the non-transferring Member may be the initiating party, or at any time there should exist a Project Capital Contribution Default or an Additional Capital Contribution Default Event, in which case only the non-defaulting Member may be the initiating party, or at any time the Marketing Right is exercised under the Other Company LLC Agreement, in which case only the Member exercising the Marketing Right under the Other Company LLC Agreement may be the initiating party of the Marketing Right under this Agreement, then the Member which is permitted to be the initiating party under this Section 14.1, Investor may exercise its right rights to initiate the provisions of this Article 14 Section 13.2 to market, or require the Manager to market, the Company Assets for sale (the "“Control Marketing Right"”), and, except as expressly set forth herein, at any time after the fourth anniversary of the Effective Date, either Member may exercise its rights to initiate the provisions of this Section 13.2 to market, or require the Manager to market, one or more Acquired Properties for sale (the “Acquired Property Marketing Right” and, together with the Control Marketing Right, the “Marketing Right”). The A Member desiring to may exercise the its Marketing Right (by sending the "Moving Member") shall do so by giving Manager and the other Member a written notice (the "“Marketing Notice"”) to that states which Marketing Right the other Member setting forth (the “Triggering Member”) is exercising, and if the Acquired Property Marketing Right is being exercised, the Marketing Notice shall also designate which Acquired Properties shall be a statement of intent to invoke its rights under this Article 14 and stating therein (i) the names of three (3) nationally recognized investment banking firms or real estate investment brokers, not an Affiliate part of the Moving Member, selected from the list of such firms attached hereto as Schedule 14.1 (as such list may be amended from time to time as hereinafter provided), which the Moving Member proposes to retain on behalf of the Company to manage and oversee the sale of all or substantially all of the Projects then owned by the Company and its Subsidiaries, together with a copy of each such firm's proposal describing the services to be undertaken by such firm and the compensation that would be payable to such firm in connection with any such transaction, and (ii) the material terms on which such sale would be effected (including a sales price, method of payment, anticipated closing date measured from the date of any to-be-executed contracts, and whether the Project would be offered for sale as an entirety in a single portfolio or in selected portfoliossale. Within thirty (30) days after its of receipt of the Marketing NoticeNotice (the “ROFO Response Period”), the other non-triggering Member will select one (the “Non-Triggering Member”) may, by notice to the Triggering Member (the “Marketing Right Offer”), offer to acquire the Company Assets, in the case of an exercise of the investment banking firms Control Marketing Right, or investment brokers named the designated Acquired Properties, in the case of an exercise of the Acquired Property Marketing Notice as Right (such Company Assets or designated Acquired Properties subject to the firm exercised Marketing Right, the “Marketed Assets”) at an all-cash price determined by the Non-Triggering Member in its sole discretion (the "“Marketing Firm") which will Right Offer Price”). Any Marketing Right Offer shall be retained reviewed by the Company Triggering Member in accordance with Section 13.2(b) below. Notwithstanding anything herein to manage and oversee the contrary, no Member may exercise the Acquired Property Marketing Right with respect to any Acquired Property unless such sale of substantially all is described in Section 857(b)(6)(D) of the Projects then owned by Code or is foreclosure property within the meaning of Section 856(e) of the Code. (b) Within thirty (30) days after the Triggering Member’s receipt of a Marketing Right Offer, the Triggering Member may either (i) accept the Non-Triggering Member’s Marketing Right Offer, in which case the Company shall sell and its Subsidiariestransfer, or cause to be sold and transferred, the Marketed Assets to the Non-Triggering Member at the Marketing Right Offer Price in accordance with Section 13.2(g) and Section 13.2(i) or (ii) reject the Non-Triggering Member’s Marketing Right Offer. If Failure of the other Triggering Member fails to select one of such firms respond within such thirty (30) day periodperiod shall be deemed to be a rejection by the Triggering Member of such Marketing Right Offer. (c) If (i) the Triggering Member rejects the Non-Triggering Member’s Marketing Right Offer or (ii) the Non-Triggering Member has not made a Marketing Right Offer prior to the termination of the Response Period, then the Moving Triggering Member shall have may (or may cause the right Manager to) offer the Marketed Assets for sale to select the Marketing Firm from the list of such firms set forth in the Marketing Notice. The Marketing Firm thus selected shall proceed to value all third parties on behalf of the Projects then owned by the Company and its Subsidiaries and shall offer them for sale in accordance with the Marketing Notice at a fair market price and on such other terms and conditions as the Marketing Firm shall deem consistent with then market practices. After advising the Executive Committee concerning any offer or offers received by it, the Marketing Firm may accept such offer or offers as it may have received for the sale and purchase of substantially all of the Projects, all on such terms and conditions as the Marketing Firm Triggering Member determines (provided that such terms and conditions are commercially reasonable and that, unless the Triggering Member and the Non-Triggering Member otherwise agree, the Triggering Member or the Manager, as applicable, retains an independent broker experienced in the self-storage industry to market the Marketed Assets) for a period of up to nine (9) months after the expiration of the Response Period (the “Sale Period”). (d) If the Triggering Member proceeds pursuant to Section 13.2(c) and obtains a bona fide offer to purchase the Marketed Assets from a third-party purchaser not Affiliated with the Triggering Member (which bona fide offer may be subject to customary conditions and due diligence review periods), and if the Triggering Member elects in its sole discretion to proceed with such third-party offer, then the Triggering Member or the Manager, as the case may be, shall deem appropriate. The Manager and, have an additional period of ninety (90) days after the Sale Period in which to cause the Company to consummate any such sale of the Marketed Assets on such other terms and conditions acceptable to the extent requiredTriggering Member; provided that, both Members if the Non-Triggering Member submitted a Marketing Right Offer pursuant to Section 13.2(a) and the third-party offer price is less than ninety-seven percent (97%) of the Marketing Right Offer Price and the Triggering Member elects to proceed with the third-party offer, the Triggering Member shall execute notify the Non-Triggering Member of the material terms and conditions of the third-party offer and the Non-Triggering Member may, at its option, elect either (i) to purchase the Marketed Assets at such documents as may be required third-party offer price (and subject to effect any closing conditions in such third-party offer) or (ii) consent to the sale and disposition by the Company of the Projects Marketed Assets at the price and on the other terms and conditions approved contained in such third-party offer, such election to be made by written notice within ten (10) days after the Triggering Member notifies the Non-Triggering Member of the material terms and conditions of such third-party offer. If the Non-Triggering Member does not deliver the written notice described in the previous sentence within such ten (10) day period, the Non-Triggering Member shall be deemed to have consented to the sale by the Company of the Marketed Assets at the price and on the terms and conditions contained in the applicable third-party offer. (e) If, within the Sale Period, the Triggering Member or the Manager, as the case may be, is unable to obtain a bona fide offer from a third party not Affiliated with any Member to purchase the Marketed Assets, or if after having obtained such an offer, such sale is not consummated within ninety (90) days after the expiration of the Sale Period, then the Marketing FirmRight shall lapse and a Triggering Member may exercise the Marketing Right again, if then permitted to do so, by sending the Marketing Notice pursuant to Section 13.2(a). (f) Except as otherwise provided in Section 13.2(j), in the event of a sale of the Marketed Assets pursuant to this Section 13.2, whether to the Non-Triggering Member or otherwise, the sale will be treated as a sale by the Company (or its Subsidiaries), and the Capital Proceeds resulting therefrom shall be distributed accordingly. (g) If the Non-Triggering Member makes a Marketing Right Offer that is accepted by the Triggering Member or if the Non-Triggering Member elects pursuant to Section 13.2(d) to purchase the Marketed Assets, then the Non-Triggering Member shall be irrevocably obligated to purchase, and the Company shall be irrevocably obligated to sell, the Marketed Assets at the applicable price within sixty (60) days after the Triggering Member’s acceptance or deemed acceptance of the Marketing Right Offer or the Non-Triggering Member’s election to purchase pursuant to Section 13.2(d), as applicable. The Non-Triggering Member, within two (2) Business Days after the Triggering Member accepts the Marketing Right Offer or the Non-Triggering Member elects to purchase the Marketed Assets pursuant to Section 13.2(d), shall deposit into escrow, with an escrow agent selected by the Non-Triggering Member but not an Affiliate of the Non-Triggering Member and reasonably acceptable to the Triggering Member, an exxxxxx money deposit in an amount equal to five percent (5%) of the applicable purchase price. (h) The Triggering Member or the Manager, as the case may be, agrees to exercise reasonable efforts to keep the Non-Triggering Member informed of the status of the marketing process, and each Member agrees to cooperate reasonably with the other, in bringing about a sale of the Marketed Assets as provided herein. All costs associated with the marketing and sale of the Marketed Assets pursuant to this Section 13.2 shall be an expense of the Company. The Triggering Member, or the Manager if so directed, shall, in a commercially reasonable and reasonably effective manner, market all of the Marketed Assets in a single portfolio sale or in pools of assets or individually and shall have the authority, on behalf of the Company and the Subsidiaries, to cause the Company and the Subsidiaries to retain a third party broker and take all other actions as may be reasonably required to effect the sale of the Marketed Assets pursuant to this Section 13.2, including retaining legal counsel and other advisors, negotiating and causing the Company to enter into definitive sale agreements. (i) If the Non-Triggering Member makes a Marketing Right Offer and such offer is accepted by the Triggering Member, then the purchase price payable by the Non-Triggering Member for the Marketed Assets shall be payable in cash, by wire transfer or other immediately available funds, at the closing of such sale. The Non-Triggering Member shall have the right, but not the obligation, to assume any or all liens relating to the property financing (it being agreed that the purchase price shall be reduced by the sum of the amount of any indebtedness secured by the Marketed Assets that the Non-Triggering Member permits to remain outstanding and the amount of any prepayment penalties avoided thereby and increased by the amount of any assumption fees related thereto), and the acquiring Member shall be responsible for any prepayment penalties or assumption fees in respect of such property financing. At any closing of the sale of the Marketed Assets pursuant to this Section 13.2, the Members shall execute and deliver, and shall cause the Company and each Subsidiary to execute and deliver, any and all deeds, assignments, agreements, indemnifications and other contracts as may be reasonably necessary to consummate any such sale. Any transfer or similar taxes and other expenses related to the sale of the Marketed Assets that are not paid by the purchaser (pursuant to contract or local custom) shall be an expense of the Company. (j) If the Non-Triggering Member makes a Marketing Right Offer for the Company Assets in connection with an exercise of the Control Marketing Right, and such offer is accepted by the Triggering Member, the transaction may, at the option of the Non-Triggering Member, be effected by the transfer and assignment of the Triggering Member’s entire Membership Interest in the Company and, in such case, the Triggering Member shall transfer its entire Membership Interest to the Non-Triggering Member free and clear of any and all liens, pledges and security interests. The purchase price paid in such case shall be the amount that would have been distributed to the transferring Member if all of the Company Assets had been sold for the Marketing Right Offer Price or the third-party offer price, as applicable, the Company had paid all Company and Subsidiary liabilities and any and all applicable transfer taxes, document stamps and similar fees that would be incurred by the Company if the Company and the Subsidiaries, if any, sold all of the Company Assets and distributed the net proceeds to the Members pursuant to Section 5.3. (k) If the Non-Triggering Member defaults in its obligation, if any, to purchase the Marketed Assets (or the Triggering Member’s Membership Interest) pursuant to this Section 13.2, the Triggering Member shall be entitled as its sole remedy to damages equal to the exxxxxx money deposit (or, in the event the Non-Triggering Member failed to make its exxxxxx money deposit, an amount equal to the exxxxxx money deposit that was required pursuant to Section 13.2(g)), and the Triggering Member shall be entitled to market and cause the Company to sell the Marketed Assets at such price and on such other terms and conditions as it determines in its sole discretion without any restrictions or limitations imposed by this Section 13.2 or the other provisions of this Agreement; provided that any such sale may not be to itself or an Affiliate. If the Company, as a result of the act or omission of the Triggering Member, defaults in its obligation, if any, to sell the Marketed Assets to the Non-Triggering Member, or if the Triggering Member defaults in its obligation to sell its Membership Interests to the Non-Triggering Member pursuant to this Section 13.2, the Non-Triggering Member shall be entitled as its sole remedy to damages equal to five percent (5%) of the Marketing Right Offer Price payable by the Triggering Member, and the Non-Triggering Member shall be entitled to market, and cause the Company to sell, the Marketed Assets at such price and on such other terms and conditions as its determines in its sole discretion without any restrictions or limitations imposed by this Section 13.2 or the other provisions of this Agreement (provided that any such sale may not be to itself or an Affiliate), or the Non-Triggering Member may seek specific performance of the Triggering Member’s and/or the Company’s obligations under this Section 13.2. Jxxxxxxx and Investor agree that the amount of damages incurred by any of them as a result of a default pursuant to this Section 13.2 would be impracticable to calculate and that the remedies provided in this Section 13.2 are a reasonable approximation of such damages. (l) In connection with any right of the Triggering Member to market the Marketed Assets pursuant to this Section 13.2, the Triggering Member shall have the authority, on behalf of the Company, to cause the Company and the Subsidiaries to retain an independent broker experienced in the self-storage industry and take all other actions as may be reasonably required to effect the sale of the Marketed Assets, including retaining legal counsel and other advisors, negotiating and causing the Company and the Subsidiaries to enter into definitive sale agreements and taking all actions on behalf of the Company and the Subsidiaries (including in connection with the retained broker) reasonably necessary to complete the transactions contemplated therein, and each of the Manager and the Members hereby appoints the Triggering Member as attorney-in-fact, with full power of substitution, to execute and deliver any agreement or instrument reasonably required to effect any such transaction.

Marketing Right. Subject always (a) In the event of (i) the existence of a Major Dispute after the end of the Lockout Period, or after the expiration of the Lockout Period for any other reason (or no reason), or (ii) the occurrence of an Event of Default by a Partner under this Agreement during or after the end of the Lockout Period, including pursuant to this Section 13.3 or pursuant to Section 14.6 hereof13.4 or 13.5 regarding a Partner’s failure to consummate the transaction described herein or therein, at any time there exists a Major Dispute, in which case either Member may be an initiating party, or at any time after the Commitment Termination Date, in which case either Member may be an initiating party, or in the event Bankruptcy shall occur or exist with respect to a Member then (or A) in the case of the Developer Memberan occurrence described in clause (i) above, SUSA) in which case the other Member may be the initiating party, or at any time a Removal Event has occurred or exists with respect to the Developer Member, in which case only the GECC Member may be the initiating party, or in the event of an Unpermitted Transfer, in which case only the non-transferring Member may be the initiating party, or at any time there should exist a Project Capital Contribution Default or an Additional Capital Contribution Default Event, in which case only the non-defaulting Member may be the initiating party, or at any time the Marketing Right is exercised under the Other Company LLC Agreement, in which case only the Member exercising the Marketing Right under the Other Company LLC Agreement may be the initiating party of the Marketing Right under this Agreement, then the Member which is permitted to be the initiating party under this Section 14.1, General Partner may exercise its right the rights to initiate the provisions of this Article 14 Section 13.3 (the "“Marketing Right"). The Member desiring ”) to market itself, or require Operator GP to market, all of the Properties for sale, and (B) in the case of an occurrence described in clause (ii) above, if the Defaulting Partner is an Operator Partner then only the Investor GP may exercise the Marketing Right, and if the Defaulting Partner is an Investor Partner then only the Operator GP may exercise the Marketing Right. A General Partner may exercise its Marketing Right (by sending the "Moving Member") shall do so by giving other General Partner a written notice (the "“Marketing Notice"”) which states that the first General Partner (the “Triggering Partner”) is exercising the Marketing Right. The other General Partner shall be referred to as the other Member setting forth a statement of intent to invoke its rights under this Article 14 and stating therein “Non-Triggering Partner”. If the Triggering Partner is Investor GP, then (i1) the names Marketing Notice shall specify whether Investor GP will be marketing the Properties itself or requiring the Operator GP to market the Properties; (2) the marketing efforts by Investor GP may begin promptly after delivery of three the Marketing Notice (and if Operator GP is to conduct such marketing, then such marketing efforts shall begin promptly after delivery of the Marketing Notice), and (3) nationally recognized investment banking firms any time prior to the time that Investor GP (or real estate investment brokers, not an Affiliate of the Moving Member, selected from the list of such firms attached hereto as Schedule 14.1 (as such list may be amended from time to time as hereinafter providedOperator GP), which the Moving Member proposes to retain on behalf of the Company Partnership, enters into a letter of intent or other written offer or agreement with a prospective purchaser that contains at least the purchase price, contingencies, diligence and title review periods and requirements, if any, and the closing date of the proposed purchase of the Properties (a “Written Purchase Offer”), Operator Partners may, by written notice from Operator GP to manage and oversee Investor GP (the “Redemption Notice”), exercise the right (the “Redemption Right”) to cause the Partnership to redeem the Investor Partners’ Partnership Interests in accordance with the provisions of subsection (g) of this Section 13.3. If the Triggering Partner is Operator GP, then: (A) within ninety (90) days after the delivery of the Marketing Notice, the General Partners shall begin the marketing of the Properties by jointly procuring, on or before the end of such 90-day period, from an independent broker reasonably acceptable to the General Partners, a statement setting forth an estimated range of the sale of all or substantially all of price for the Projects then owned by the Company and its SubsidiariesProperties, sold together with a copy of each such firm's proposal describing the services to be undertaken by such firm and the compensation that would be payable to such firm in connection with any such transactionas an entire portfolio, and (iiB) within thirty (30) days after receipt of such independent broker statement (the material terms on which such sale would be effected (including a sales price“Response Period”), method of paymentthe Investor Partners may, anticipated closing date measured by notice from the date Investor GP to the Operator GP (the “Marketing Right Offer”), offer to acquire the Properties at an all-cash price determined by the Investor GP, in its sole discretion, which price may be outside the range set forth in the independent broker statement (the “Marketing Right Offer Price”). If the General Partners cannot agree upon an independent broker to provide a statement setting forth an estimated range of any to-be-executed contractsthe sale price for the Properties, and whether the Project would Investor GP shall designate such broker. Any Marketing Right Offer shall be offered for sale as an entirety reviewed by Operator GP in a single portfolio or in selected portfolios. accordance with Section 13.3(b) below. (b) Within thirty (30) days after its the Operator GP’s receipt of a Marketing Right Offer, Operator GP, by written notice to Investor GP, may either (i) accept Investor GP’s Marketing Right Offer, in which case the Partnership shall sell and transfer, or cause to be sold and transferred, the Properties to Investor Partners (or an Entity or Entities designated by Investor GP) at the Marketing Notice, the other Member will select one of the investment banking firms or investment brokers named in the Marketing Notice as the firm (the "Marketing Firm") which will be retained by the Company to manage and oversee the sale of substantially all of the Projects then owned by the Company and its Subsidiaries. If the other Member fails to select one of such firms within such thirty (30) day period, then the Moving Member shall have the right to select the Marketing Firm from the list of such firms set forth in the Marketing Notice. The Marketing Firm thus selected shall proceed to value all of the Projects then owned by the Company and its Subsidiaries and shall offer them for sale Right Offer Price in accordance with the Marketing Notice at a fair market price Section 13.3(h) and on such other terms and conditions as the Marketing Firm shall deem consistent with then market practices. After advising the Executive Committee concerning any offer or offers received by it, the Marketing Firm may accept such offer or offers as it may have received for the sale and purchase of substantially all of the Projects, all on such terms and conditions as the Marketing Firm shall deem appropriate. The Manager and, to the extent required, both Members shall execute such documents as may be required to effect the sale and disposition of the Projects at the price and on the other terms and conditions approved by the Marketing Firm.(j) or

Marketing Right. Subject always to Section 14.6 hereof, at any time there exists a Major Dispute, in which case either Member may be an initiating party, or at any time after the Commitment Termination Date, in which case either Member may be an initiating party, or in the event Bankruptcy shall occur or exist with respect to a Member (or in the case of the Developer Member, SUSA) in which case the other Member may be the initiating party, or at any time a Removal Event has occurred or exists with respect to the Developer Member, in which case only the GECC Member may be the initiating party, or in the event of an Unpermitted Transfer, in which case only the non-transferring Member may be the initiating party, or at any time there should exist a Project Capital Contribution Default or an Additional Capital Contribution Default Event, in which case only the non-defaulting Member may be the initiating party, or at any time the Marketing Right is exercised under the Other Company LLC Agreement, in which case only the Member exercising the Marketing Right under the Other Company LLC Agreement may be the initiating party of the Marketing Right under this Agreement, then the Member which is permitted to be the initiating party under this Section 14.1, may exercise its right to initiate the provisions of this Article 14 (the "Marketing Right"). The Member desiring to exercise the Marketing Right (the "Moving Member") shall do so by giving notice (the "Marketing Notice") to the other Member setting forth a statement of intent to invoke its rights under this Article 14 and stating therein (i) the names of three (3) nationally recognized investment banking firms or real estate investment brokers, not an Affiliate of the Moving Member, selected from the list of such firms attached hereto as Schedule 14.1 (as such list may be amended from time to time as hereinafter provided), which the Moving Member proposes to retain on behalf of the Company to manage and oversee the sale of all or substantially all of the Projects then owned by the Company and its Subsidiaries, together with a copy of each such firm's proposal describing the services to be undertaken by such firm and the compensation that would be payable to such firm in connection with any such transaction, transaction and (ii) the material terms on which such sale would be effected (including a sales price, method of payment, anticipated closing date measured from the date of any to-be-executed contracts, and whether the Project would be offered for sale as an entirety in a single portfolio or in selected portfolios. Within thirty (30) days after its receipt of the Marketing Notice, the other Member will select one of the investment banking firms or investment brokers named in the Marketing Notice as the firm (the "Marketing Firm") which will be retained by the Company to manage and oversee the sale of substantially all of the Projects then owned by the Company and its Subsidiaries. If the other Member fails to select one of such firms within such thirty (30) day period, then the Moving Member shall have the right to select the Marketing Firm from the list of such firms set forth in the Marketing Notice. The Marketing Firm thus selected shall proceed to value all of the Projects then owned by the Company and its Subsidiaries and shall offer them for sale in accordance with the Marketing Notice at a fair market price and on such other terms and conditions as the Marketing Firm shall deem consistent with then market practices. After advising the Executive Committee concerning any offer or offers received by it, the Marketing Firm may accept such offer or offers as it may have received for the sale and purchase of substantially all of the Projects, all on such terms and conditions as the Marketing Firm shall deem appropriate. The Manager and, to the extent required, both Members shall execute such documents as may be required to effect the sale and disposition of the Projects at the price and on the other terms and conditions approved by the Marketing Firm.