Prime Purchase Option. Prime is hereby granted the option to purchase all of the Membership Interests of UST subject to and on the terms and conditions set forth in this Section 11.1 (the "Prime Purchase Option"). 11.1.1 Prime shall have the right to exercise the Prime Purchase Option at any time on or between the 180th day and the 150th day (the "Prime Option Period") prior to the maturity of the Loan made to the Company pursuant to the terms of the Loan Documents. Prime shall exercise the Prime Option, if at all, by providing written notice to UST at any time during the Prime Option Period. 11.1.2 The purchase price for the UST Membership Interests shall be equal to the greater of (a) the value of the UST Membership Interests in the Company, determined based upon a deemed sale of the Property (and as if the proceeds of such sale were distributed pursuant to Section 5.3) at a value calculated using the Pro Forma Net Operating Income of the Company for the twelve (12) month period commencing on the date that is one (1) month prior to the maturity date of the Loan, divided by a capitalization rate of eight and one-half percent (8.5%), less the actual amount of all unpaid tenant improvement allowances and rental allowances for any Current Lease (with no double counting), to the extent such amounts have not been placed in escrow by the Company in connection with any such Current Lease, or (b) the UST Invested Capital Threshold. 11.1.3 If Prime exercises the Prime Purchase Option, it will deposit with Near North National Title Insurance Corporation earnest money in the amount of $6,000,000. The earnest money s▇▇▇▇ ▇▇ deposited within two (2) business days ▇▇▇▇▇ ▇he date Prime exercises the Prime Purchase Option. The earnest money shall be applied to the purchase price at the c▇▇▇▇▇▇ of the acquisition by Prime of the UST Membership Interests. The earnest money shall be non-refundable if the acquisition by Prim▇ ▇▇ ▇▇e UST Membership Interests fails to close as a result of a default by Prime. 11.1.4 The closing of the acquisition by Prime of the UST Membership Interests under this Section 11.1 will occur on the date that is ninety (90) days prior to the maturity date of the Loan made to the Company pursuant to the Loan Documents.
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Sources: Limited Liability Company Agreement (Prime Group Realty Trust)
Prime Purchase Option. Prime is hereby granted the option to purchase all of the Membership Interests of UST subject to and on the terms and conditions set forth in this Section 11.1 (the "Prime Purchase Option").
11.1.1 Prime shall have the right to exercise the Prime Purchase Option at any time on or between the 180th day and the 150th day (the "Prime Option Period") prior to the maturity of the Loan made to the Company pursuant to the terms of the Loan Documents. Prime shall exercise the Prime Option, if at all, by providing written notice to UST at any time during the Prime Option Period.
11.1.2 The purchase price for the UST Membership Interests shall be equal to the greater of (a) the value of the UST Membership Interests in the Company, determined based upon a deemed sale of the Property (and as if the proceeds of such sale were distributed pursuant to Section 5.3) at a value calculated using the Pro Forma Net Operating Income of the Company for the twelve (12) month period commencing on the date that is one (1) month prior to the maturity date of the Loan, divided by a capitalization rate of eight and one-half percent (8.5%), less the actual amount of all unpaid tenant improvement allowances and rental allowances for any Current Lease (with no double counting), to the extent such amounts have not been placed in escrow by the Company in connection with any such Current Lease, or (b) the UST Invested Capital Threshold.
11.1.3 If Prime exercises the Prime Purchase Option, it will deposit with Near North National Title Insurance Corporation earnest money in the amount of $6,000,000. The earnest money sshall ▇▇ ▇▇▇▇ ▇▇ deposited osited within two (2) business days ▇▇after ▇▇▇ ▇he date ▇te Prime exercises the Prime Purchase Option. The earnest money shall be applied to the purchase price at the c▇cl▇▇▇▇▇ of ▇f the acquisition by Prime of the UST Membership Interests. The earnest money shall be non-refundable if the acquisition by Prim▇ Prime of ▇▇▇ ▇▇e UST T Membership Interests fails to close as a result of a default by Prime.
11.1.4 The closing of the acquisition by Prime of the UST Membership Interests under this Section 11.1 will occur on the date that is ninety (90) days prior to the maturity date of the Loan made to the Company pursuant to the Loan Documents.
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