Common use of Sale of Units Clause in Contracts

Sale of Units. Prior to an Exchange Listing, and subject to Applicable Law and Section 10.2 of this Agreement, the Managing Members may sell all or any portion of the Defaulting Member’s Units to any one or more of (i) the Fund (which Units may or may not be cancelled by the Investment Manager in its sole discretion), (ii) the other Members (other than any Defaulting Members), such offer to be shared among such Members to the extent that they wish to participate in such purchase in proportion to their respective Capital Commitment Percentages, (iii) the Managing Members or (iv) a third party or parties designated by the Managing Members (which third party or parties may be Affiliates of the Managing Members or any Member), in each case, at a purchase price equal to such price as the Managing Members determine, in their sole discretion, is fair and reasonable under the circumstances; provided that any such sale shall not be for a purchase price less than current NAV and provided further that prior to any sale to the Managing Members or any such third party pursuant to this Section 5.2(d), all non-Defaulting Members shall have first been offered an opportunity in writing to purchase the Defaulting Member’s Units as aforesaid, and such sale to the Managing Members or such third party shall only be made to the extent of the portion of the Defaulting Member’s Units that such Members have not purchased or as to which they have not indicated their acceptance of such offer to the Managing Members, in either case, within ten Business Days after receipt of such offer and the terms (including price) of such sale to the Managing Members or such third party shall not be materially more favorable to the Managing Members or such third party than the terms of such sale offered to any non-Defaulting Member under this Section 5.2(d). In addition, the Managing Member shall promptly notify all Members in writing in the event of any such sale to the Investment Manager or its Affiliates. Any purchase price to be paid to the Defaulting Member for its Units under this Section 5.2(d) may be offset by the aggregate amount of all costs and expenses for which such Member may be liable pursuant to Section 5.2(g) and interest pursuant to Section 5.2(e)(ii) and such amounts shall be retained by the Fund.

Sale of Units. Prior (a) With respect to an Exchange Listingthe Proposed Terminated Units, during the period from the date of such notice given pursuant to Section 10.1 to the Termination Date, the Lessee, as agent for the Lessor and at the Lessee's sole cost and expense, shall use its reasonable efforts to obtain bids from Persons other than the Lessee or Affiliates thereof for the cash purchase of the Proposed Terminated Units on the Termination Date, and it shall promptly, and in any event at least ten Business Days prior to the proposed date of sale, certify to the Lessor in writing the amount and terms of each such bid and the name and address of the party submitting such bid. The Lessor and the Owner Participant shall have the right, at its own expense, to obtain bids for the purchase of the Proposed Terminated Units, either directly or through agents other than the Lessee, from the Owner Participant or other Persons, but shall be under no duty to solicit bids, inquire into the efforts of the Lessee to obtain bids or otherwise take any action in connection with arranging such sale. Unless the Lessor shall have elected to retain the Proposed Terminated Units in accordance with Section 10.3, subject to Applicable Law and Section 10.2 of this Agreement10.2(b), on the Managing Members may sell all or any portion of the Defaulting Member’s Units to any one or more of Termination Date: (i) the Fund Lessee shall, subject to receipt (x) by the Indenture Trustee or, if the Lien of the Indenture has been discharged, the Lessor of all amounts owing to the Lessor pursuant to the next sentence, and (y) by any other Persons entitled thereto of all unpaid Supplemental Rent accrued on or before the Termination Date, deliver the Proposed Terminated Units to the bidder (which Units may or may shall not be cancelled by the Investment Manager in its sole discretionLessee or any Affiliate thereof), if any, which shall have submitted the highest cash bid prior to such date for such Proposed Terminated Units (or to such other bidder as the Lessee and the Lessor shall agree); and (ii) the other Members Lessor shall, without recourse or warranty (other than any Defaulting Members), such offer to be shared among such Members except as to the extent that they wish absence of any Lessor's Lien attributable to participate the Lessor) simultaneously therewith (including with the receipt of the amounts described in such purchase in proportion to their respective Capital Commitment Percentages, clause (iiii) the Managing Members or (iv) a third party or parties designated above by the Managing Members (which third party or parties may be Affiliates of the Managing Members or any Member)Persons entitled to receive such amounts) sell such Proposed Terminated Units "as-is, in each case, at a purchase price equal where-is" to such bidder. The cash selling price as the Managing Members determine, in their sole discretion, is fair and reasonable under the circumstances; provided that any realized at such sale shall not be for a purchase price less than current NAV and provided further that prior to any sale to the Managing Members or any such third party pursuant to this Section 5.2(d), all non-Defaulting Members shall have first been offered an opportunity in writing to purchase the Defaulting Member’s Units as aforesaid, and such sale to the Managing Members or such third party shall only be made to the extent of the portion of the Defaulting Member’s Units that such Members have not purchased or as to which they have not indicated their acceptance of such offer to the Managing Members, in either case, within ten Business Days after receipt of such offer and the terms (including price) of such sale to the Managing Members or such third party shall not be materially more favorable to the Managing Members or such third party than the terms of such sale offered to any non-Defaulting Member under this Section 5.2(d). In addition, the Managing Member shall promptly notify all Members in writing in the event of any such sale to the Investment Manager or its Affiliates. Any purchase price to be paid to the Defaulting Member for its Units under this Section 5.2(d) may be offset and retained by the aggregate amount Indenture Trustee or, if the Lien of the Indenture has been discharged, the Lessor (after reimbursement to the Lessee of all of its costs and expenses in connection with such sale) and, in addition, on the Termination Date, the Lessee shall pay to (A) the Indenture Trustee or, if the Lien of the Indenture has been discharged, the Lessor (x) all unpaid Basic Rent due and payable prior to, and in arrears on, the Termination Date, and (y) the excess, if any, of (1) the Termination Value for all of the Units computed as of the Termination Date, over (2) the net cash sales proceeds (after the deduction of all costs and expenses of the Lessee, the Lessor, the Indenture Trustee, each holder of a Note and the Owner Participant in connection with such sale of the Proposed Terminated Units), (B) the Persons entitled thereto, any other unpaid Supplemental Rent accrued on or before the Termination Date and (C) without limiting clause (B), an amount equal to the Premium, if any, on the Notes payable on the Termination Date. Neither the Lessee nor any Affiliate thereof shall purchase, lease or otherwise acquire the Proposed Terminated Units or any portion thereof from the purchasing bidder or any Affiliate thereof for which a period of three years from the Termination Date relating to the Proposed Terminated Units, such Member may be liable pursuant prohibition, notwithstanding any provision to the contrary in Section 5.2(g) and interest pursuant 10.4 or otherwise, to Section 5.2(e)(ii) and survive the termination of this Lease with respect to such amounts shall be retained by the FundProposed Terminated Unit.

Sale of Units. Prior to an Exchange Listing, and subject Subject to Applicable Law and Section 10.2 of this Agreement, the Managing Members may sell all or any portion of the Defaulting Member’s Units to any one or more of (i) the Fund (which Units may or may not be cancelled by the Investment Manager in its sole discretion), (ii) the other Members (other than any Defaulting Members), such offer to be shared among such Members to the extent that they wish to participate in such purchase in proportion to their respective Capital Commitment Percentages, (iii) the Managing Members or (iv) a third party or parties designated by the Managing Members (which third party or parties may be Affiliates of the Managing Members or any Member), in each case, at a purchase price equal to such price as the Managing Members determine, in their sole discretion, is fair and reasonable under the circumstances; provided that any such sale shall not be for a purchase price less than current NAV net asset value (“NAV”) and provided further that prior to any sale to the Managing Members or any such third party pursuant to this Section 5.2(d), all non-Defaulting Members shall have first been offered an opportunity in writing to purchase the Defaulting Member’s Units as aforesaid, and such sale to the Managing Members or such third party shall only be made to the extent of the portion of the Defaulting Member’s Units that such Members have not purchased or as to which they have not indicated their acceptance of such offer to the Managing Members, in either case, within ten Business Days after receipt of such offer and the terms (including price) of such sale to the Managing Members or such third party shall not be materially more favorable to the Managing Members or such third party than the terms of such sale offered to any non-Defaulting Member under this Section 5.2(d). In addition, the Managing Member shall promptly notify all Members in writing in the event of any such sale to the Investment Manager or its Affiliatesoffer. Any purchase price to be paid to the Defaulting Member for its Units under this Section 5.2(d) may be offset by the aggregate amount of all costs and expenses for which such Member may be liable pursuant to Section 5.2(g) and interest pursuant to Section 5.2(e)(ii) and such amounts shall be retained by the Fund.

Sale of Units. Prior to an Exchange Listing, and subject Subject to Applicable Law and Section 10.2 10.3 of this Agreement, the Managing Members may sell all or any portion of the Defaulting Member’s Units to any one or more of (i) the Fund (which Units may or may not be cancelled by the Investment Manager in its sole discretion), (ii) the other Members (other than any Defaulting Members), such offer to be shared among such Members to the extent that they wish to participate in such purchase in proportion to their respective Capital Commitment Percentages, (iii) the Managing Members or (iv) a third party or parties designated by the Managing Members (which third party or parties may be Affiliates of the Managing Members or any Member), in each case, at a purchase price equal to such price as the Managing Members determine, in their sole discretion, is fair and reasonable under the circumstances; provided that any such sale shall not be for a purchase price less than current NAV net asset value (“NAV”) and provided further that prior to any sale to the Managing Members or any such third party pursuant to this Section 5.2(d), all non-Defaulting Members shall have first been offered an opportunity in writing to purchase the Defaulting Member’s Units as aforesaid, and such sale to the Managing Members or such third party shall only be made to the extent of the portion of the Defaulting Member’s Units that such Members have not purchased or as to which they have not indicated their acceptance of such offer to the Managing Members, in either case, within ten Business Days after receipt of such offer and the terms (including price) of such sale to the Managing Members or such third party shall not be materially more favorable to the Managing Members or such third party than the terms of such sale offered to any non-Defaulting Member under this Section 5.2(d). In addition, the Managing Member shall promptly notify all Members in writing in the event of any such sale to the Investment Manager or its Affiliatesoffer. Any purchase price to be paid to the Defaulting Member for its Units under this Section 5.2(d) may be offset by the aggregate amount of all costs and expenses for which such Member may be liable pursuant to Section 5.2(g) and interest pursuant to Section 5.2(e)(ii5.2(e)(iii) and such amounts shall be retained by the Fund.