Common use of Sale Procedure Clause in Contracts

Sale Procedure. (a) During the applicable Marketing Period, Lessee, on behalf of Lessor, shall obtain bids for the cash purchase of the applicable portion of the Property in connection with a sale to one (1) or more third party purchasers to be consummated on the related Expiration Date or such earlier date as is acceptable to the Agent and the Lessee (each, a "Sale Date") for the highest price available, shall notify Lessor promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for such portion of the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On the Sale Date, such portion of the Property shall be sold for one aggregate cash price amount. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement and Lessor (at the direction of the Agent) shall elect whether the costs and expenses incurred by Lessor and/or the Agent respecting the sale of the applicable portion of the Property shall be paid by either (i) sales proceeds from such portion of

Sale Procedure. (a) During the applicable Marketing Period, Lessee, on behalf of Lessor, shall obtain bids for the cash purchase of all the applicable portion of the Property Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the related Expiration Date or such earlier date as is acceptable to the Agent and the Lessee (each, a the "Sale Date") for the highest price available, shall notify --------- Lessor promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such portion of the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On the Sale Date, such portion of the Property shall be sold for one aggregate cash price amount. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement and Lessor (at the direction of the Agent) shall elect whether the costs and expenses incurred by Lessor and/or the Agent respecting the sale of the applicable portion of the Property one or more Properties shall be paid by either (i) sales proceeds from the Properties or (ii) Lessee; provided, amounts funded by Lessee with respect to such portion ofcosts and -------- expenses shall be a part of (and limited by) the Maximum Residual Guarantee Amount.

Sale Procedure. (a) During the applicable Marketing Period, Lessee, on behalf of the Lessor, shall obtain bids for the cash purchase of the applicable portion of the Property Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the related Expiration Date or such earlier date as is acceptable to (the Agent and the Lessee (each, a "Sale Date") for the highest price available, shall notify Lessor --------- promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such portion of the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On the Sale Date, such portion of the Property shall be sold for one aggregate cash price amount. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Sale DateDate unless such amounts have been otherwise paid at such time, Lessee shall pay (or cause to be paid) to Lessor the sum of all costs and all other parties, as appropriateexpenses referred to in clause FIRST of Section 22.2, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement and Agreement. 1. Unless Lessor (at shall have elected to retain the direction Properties pursuant to the provisions of the Agent) shall elect whether the costs and expenses incurred by Lessor and/or the Agent respecting the sale final sentence of the applicable portion preceding paragraph, Lessee shall arrange for Lessor to sell the Properties free and clear of the Property shall be paid by either (i) sales proceeds from such portion ofLien of this Lease and any Lessor Liens attributable to

Sale Procedure. (a) With respect to the Property, unless Lessee -------------- shall have elected to purchase the Property or the Beneficiary Interest and has paid the Purchase Option Price or the BI Purchase Option Price with respect thereto, or otherwise terminated this Lease with respect thereto and paid the Termination Value, Lessee shall (i) pay to Lessor the Maximum Residual Guarantee Amount as provided for in Section 21.1(c), and (ii) sell the Property, as a whole, to a third party for cash in accordance with Section 21.1(b). (b) During the applicable Marketing Period, Lessee, on behalf of as nonexclusive broker for Lessor, shall use its best efforts to obtain bids for the cash purchase of the applicable portion of the Property in connection with a sale to one (1) or more third party purchasers to be consummated on the related Expiration Date or such earlier date as is acceptable to the Agent and the Lessee (each, a "Sale Date") for the highest price availableavailable in the relevant market, shall notify Lessor promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for such portion of the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, -------- however, that notwithstanding the Sale Dateforegoing, Lessor may not reject a bid if such portion ------- bid, together with any amounts to be paid pursuant to Section 21.3, is greater than or equal to the sum of the Property shall be sold for one aggregate cash price amount. All such prospective purchasers must be Persons other than Lessee or any Limited Deficiency Amount and all costs and expenses referred to in Section 21.2(i) and is a bona fide offer by a third party purchaser who is not an Affiliate of Lessee. On If the Sale Dateprice which a prospective purchaser shall have offered to pay for the Property is less than the sum of the Limited Deficiency Amount and all costs and expenses referred to in Section 21.2(i), Lessor may elect to retain the Property by giving Lessee at least ten (10) days' prior written notice of Lessor's election to retain the Property, and upon receipt of such notice, Lessee shall pay (or cause to be paid) surrender the Property to Lessor and all other parties, as appropriate, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement and Lessor (at the direction of the Agent) shall elect whether the costs and expenses incurred by Lessor and/or the Agent respecting the sale of the applicable portion of the Property shall be paid by either (i) sales proceeds from such portion ofpursuant to Section 10.

Sale Procedure. (a) During the applicable Marketing Period, Lessee, on behalf of the Lessor, shall obtain bids for the cash purchase of all of 1. Unless Lessor shall have elected to retain the applicable portion Properties pursuant to the preceding sentence, Lessee shall arrange for Lessor to sell the Properties free and clear of the Property in connection with a sale Lien of this Lease and any Lessor Liens attributable to one it, without recourse or warranty (1) of title or more third party purchasers to be consummated otherwise), for cash on the related Expiration Date or last day of the Marketing Period (such earlier date being hereafter referred to as is acceptable to the Agent and the Lessee (each, a "Sale Date") for to the highest price availablepurchaser or purchasers identified by Lessee or Lessor, as the case may be; provided, however, solely as to Lessor or the Trust Company, in its individual capacity, any Lessor Lien shall notify not constitute a Lessor promptly Lien so long as Lessor or the Trust Company, in its individual capacity, is diligently contesting such Lessor Lien by appropriate proceedings in good faith; and provided further that (except as expressly permitted by Section 17.11) Lessor shall have no obligation to sell any Property if a Lease Event of Default has occurred and is continuing on the Date of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for such portion of the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On Election Notice or the Sale Date, such portion of . Lessee shall surrender the Property shall be so sold for one aggregate cash price amountor subject to such documents to each purchaser in the condition specified in Section 10. 1. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Sale Date, Lessee shall pay (not take or cause fail to be paid) take any action which would have the effect of unreasonably discouraging bona fide third party bids for any Property. Lessor shall have no obligation to Lessor and all other parties, as appropriate, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement and Lessor (at the direction of the Agent) shall elect whether the costs and expenses incurred by Lessor and/or the Agent respecting the sale of the applicable portion of the Property shall be paid by either (i) sales proceeds from such portion ofsell any

Sale Procedure. (a) During the applicable Marketing Period, Lessee, on behalf of Lessor, shall obtain bids for the cash purchase of all the applicable portion of the Property Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the related Expiration Sale Date or such earlier date as is acceptable to the Agent and the Lessee (each, a "Sale Date") for the highest price reasonably available, shall notify Lessor promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such portion of the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On the Sale Date, such portion of the Property shall be sold for one aggregate cash price amount. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Sale Date, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, the sum of all reasonable costs and expenses (unless such are expressly prohibited by the Operative Agreements) incurred by Lessor and/or the Agent (as the case may be) in connection with such sale of one or more Properties, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement Agreement. 10.1. Upon acceptance of any bid, Lessor agrees, at Lessee's request and Lessor (at the direction expense, to execute a contract of the Agent) shall elect whether the costs and expenses incurred by Lessor and/or the Agent respecting the sale of the applicable portion of the Property shall be paid by either (i) sales proceeds from with respect to such portion ofsale, so long as the

Sale Procedure. (a) During the applicable Marketing Period, Lessee, on behalf of the Lessor, shall obtain bids for the cash purchase of the applicable portion of the Property Properties in connection with a sale to one (1) or more third party purchasers to be consummated on the related Expiration Date or such earlier date as is acceptable to (the Agent and the Lessee (each, a "Sale Date") for the highest price available, shall notify Lessor --------- promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for each such portion of the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On the Sale Date, such portion of the Property shall be sold for one aggregate cash price amount. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Sale DateDate unless such amounts have been otherwise paid at such time, Lessee shall pay (or cause to be paid) to Lessor the sum of all costs and all other parties, as appropriateexpenses referred to in clause FIRST of Section 22.2, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement Agreement. Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor (at may not -------- ------- reject the direction bids submitted by the Lessee if such bids, in the aggregate, are greater than or equal to the sum of the Agent) shall elect whether Limited Recourse Amount for the Properties, plus all costs and expenses incurred by Lessor and/or the Agent respecting the sale of the applicable portion of the Property shall be paid by either (i) sales proceeds from such portion referred to in clause FIRST of

Sale Procedure. (a) During the applicable Marketing Period, Lessee, on behalf of Lessor, shall obtain bids for the cash purchase of the applicable portion of the Property in connection with a sale to one (1) or more third party purchasers to be consummated on the related Expiration Date or such earlier date as is acceptable to (the Agent and the Lessee (each, a "Sale Date") for the highest price available, shall notify Lessor promptly of the name and address of each prospective purchaser and the cash price which each prospective purchaser shall have offered to pay for such portion of the Property and shall provide Lessor with such additional information about the bids and the bid solicitation procedure as Lessor may reasonably request from time to time. On the Sale Date, such portion of the Property shall be sold for one aggregate cash price amount. All such prospective purchasers must be Persons other than Lessee or any Affiliate of Lessee. On the Sale DateDate unless such amounts have been otherwise paid at such time, Lessee shall pay (or cause to be paid) to Lessor and all other parties, as appropriate, the sum of all costs and expenses referred to in clause FIRST of Section 22.2, all Rent and all other amounts then due and payable or accrued under this Lease and/or any other Operative Agreement Agreement. Before any bids have been accepted and at least sixty (60) days prior to the Expiration Date, Lessor may reject any and all bids and may assume sole responsibility for obtaining bids by giving Lessee written notice to that effect; provided, however, that notwithstanding the foregoing, Lessor may not reject the bids submitted by Lessee if such bids, in the aggregate, are greater than or equal to the Limited Recourse Amount and represent bona fide offers from one (at 1) or more third party purchasers. If the direction of price which a prospective purchaser or the Agent) prospective purchasers shall elect whether the costs and expenses incurred by Lessor and/or the Agent respecting the sale of the applicable portion of have offered to pay for the Property shall be paid by either (i) sales proceeds from such portion ofon the