Common use of Offer Right Clause in Contracts

Offer Right. Prior to making any Transfer (other than a Permitted Transfer) of any Co-Invest Common Shares by a Co-Invest Purchaser or its assignee, such Person (the "Transferring Stockholder") shall deliver a written notice (an "Offer Notice") to the Company and the Principal Investor. The Offer Notice shall disclose in reasonable detail the proposed number of Co-Invest Common Shares to be transferred, the proposed terms and conditions of the Transfer and the identity, if known, of the prospective transferee(s). First, the Company may elect to purchase all (but not less than all) of the Co-Invest Common Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder and the Principal Investor as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Co-Invest Common Shares specified in the Offer Notice within such ten-day period, the Principal Investor may elect to purchase all (but not less than all) of the Co-Invest Common Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within 5 days after expiration of the Company's election. If the Company or the Principal Investor has elected to purchase Co-Invest Common Shares from the Transferring Stockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 10 days after the expiration of the applicable election period. To the extent that the Company and the Principal Investor have not elected to purchase all of the Co-Invest Common Shares being offered, the Transferring Stockholder may, within 90 days after the expiration of the election period of the Principal Investor, transfer such Co-Invest Common Shares to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms not materially more favorable to the transferees thereof than offered to the Company and the Principal Investor in the Offer Notice. Any Co-Invest Common Shares not transferred within such 90-day period shall be reoffered to the Company and the Principal Investor under this Section 8 prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction, or as otherwise agreed to with the applicable Co-Invest Purchaser. Notwithstanding anything to the contrary in this Agreement, (a) this Section 8 shall terminate and be of no further force and effect immediately upon the consummation of a Qualified Public Offering or at any time the Principal Investor ceases to beneficially own, in the aggregate with its Affiliates, less than 40% of the outstanding shares of the Company's Common Stock (on a fully diluted basis) and (b) the rights of the Principal Investor pursuant to this Section 8 may not be assigned or otherwise transferred to any Person other than its Affiliates.

Offer Right. Prior At least 30 days prior to making any Transfer (other than a Permitted Transfer) of any Co-Invest Common Shares by a Co-Invest Purchaser or its assignee, such Person Restricted Securities the transferring stockholder (the "Transferring Stockholder") shall deliver a written notice (an "Offer Notice") to the Company and the Principal InvestorCompany. The Offer Notice shall disclose in reasonable detail the proposed number of Co-Invest Common Shares Restricted Securities to be transferred, the proposed terms and conditions of the Transfer and the identity, if known, identity of the prospective transferee(s) (if known). First, the Company may elect to purchase all (but not less than all) of the Co-Invest Common Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder and the Principal Investor as soon as practical but in any event within ten days after the delivery of the Offer Notice. If the Company has not elected to purchase all of the Co-Invest Common Shares specified in the Offer Notice within such ten-day period, the Principal Investor may elect to purchase all (but not less than all) of the Co-Invest Common Shares Restricted Securities specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within 5 ten days after expiration the delivery of the Company's electionOffer Notice. If the Company or the Principal Investor has elected to purchase Co-Invest Common Shares Restricted Securities from the Transferring Stockholder, the transfer of such shares shall be consummated as soon as practical after the delivery of the election notice(s) to the Transferring Stockholder, but in any event within 10 15 days after the expiration of the applicable election periodElection Period. To the extent that the Company and the Principal Investor have has not elected to purchase all of the Co-Invest Common Shares Restricted Securities being offered, the Transferring Stockholder may, within 90 days after the expiration of the election period Election Period and subject to the provisions of the Principal Investorsubparagraph 3A above, transfer such Co-Invest Common Shares Restricted Securities to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms not materially no more favorable to the transferees thereof than offered to the Company and the Principal Investor in the Offer Notice. Any Co-Invest Common Shares Restricted Securities not transferred within such 90-day period shall be reoffered to the Company and the Principal Investor under this Section 8 paragraph 3B prior to any subsequent Transfer. The purchase price specified in any Offer Notice shall be payable solely in cash at the closing of the transaction, transaction or as otherwise agreed to with the applicable Co-Invest Purchaser. Notwithstanding anything to the contrary in this Agreement, (a) this Section 8 shall terminate and be of no further force and effect immediately upon the consummation of a Qualified Public Offering or at any time the Principal Investor ceases to beneficially own, in the aggregate with its Affiliates, less than 40% of the outstanding shares of the Company's Common Stock (on a fully diluted basis) and (b) the rights of the Principal Investor pursuant to this Section 8 may not be assigned or otherwise transferred to any Person other than its Affiliates.installments over time

Offer Right. Prior to making the Closing, none of the Company, the Operating Partnership or any Transfer Guarantor shall sell, transfer, assign, pledge or otherwise dispose of (whether with or without consideration and whether voluntarily or involuntarily or by operation of law) (a "Transfer") any interest in any Pledged Securities (other than item 1 on the attached Pledged Securities Schedule) or Mortgaged Property (the "ROFO Property"). To the extent the Pledged Securities consist of less than all of the membership interests in a Permitted Transfer) limited liability company, and the Transferring Person desires to Transfer all of the membership interests in such limited liability company, the Transferring Person may, but shall not be required to, include all of the membership interests in such limited liability company in the Offer Notice, in which case the Lender must exercise or refrain from exercising its rights pursuant to this Section 3Q with respect to all such membership interests contained in the Offer Notice. After the Closing, at least 21 days prior to making a Transfer of any Co-Invest Common Shares by a Co-Invest Purchaser or its assigneeinterest in any ROFO Property, such the transferring Person (the "Transferring StockholderPerson") shall deliver a written notice (an "Offer Notice") to the Company and the Principal InvestorLender. The Offer Notice shall disclose in reasonable detail the proposed number purchase price of Co-Invest Common Shares to be transferred, the proposed ROFO Property and the other material terms and conditions of the Transfer and the identity, if known, identity of the prospective transferee(s) (if known). FirstNo Offer Notice may specify more ROFO Property than is described by a single numbered item (provided that a single numbered item shall include all immediately following lettered items) on either the Pledged Securities Schedule or the Mortgaged Properties Schedule, provided, however, that if any such single numbered item specifies a percentage interest in any limited liability company, the Company Offer Notice may specify a larger percentage interest in such limited liability company. More than one Offer Notice may be given from time to time by any Transferring Person. Lender may elect to purchase all (but not less than all) of the Co-Invest Common Shares ROFO Property specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election (the "Election Notice") to the Transferring Stockholder and Company prior to the Principal Investor as soon as practical but in any event within ten days expiration of the 21-day period after the delivery of the Offer NoticeNotice (the "Election Period"). If the Company has not elected to purchase all of the Co-Invest Common Shares specified in the Offer Notice within such ten-day period, the Principal Investor may elect to purchase all (but not less than all) of the Co-Invest Common Shares specified in the Offer Notice at the price and on the terms specified therein by delivering written notice of such election to the Transferring Stockholder as soon as practical but in any event within 5 days after expiration of the Company's election. If the Company or the Principal Investor Lender has elected to purchase Co-Invest Common Shares any ROFO Property from the Transferring StockholderPerson, the transfer of such shares ROFO Property shall be consummated as soon as practical after the delivery of the election notice(s) Election Notice to the Transferring Stockholder, but in any event within 10 days after the expiration of the applicable election periodPerson. To the extent that the Company and the Principal Investor have Lender has not elected to purchase all of the Co-Invest Common Shares ROFO Property being offered, the Transferring Stockholder Person may, within 90 180 days after the expiration of the election period of the Principal InvestorElection Period, transfer Transfer such Co-Invest Common Shares other ROFO Property to one or more third parties at a price no less than 95% of the price per share specified in the Offer Notice and on other terms not materially more favorable to the transferees thereof than offered to the Company and the Principal Investor in the Offer Notice. Any Co-Invest Common Shares not transferred within such 90-day period shall be reoffered to the Company and the Principal Investor under this Section 8 prior to any subsequent Transfer. The purchase price specified in any Offer Notice (which shall be payable solely in cash at the closing of the transaction) specified in the Offer Notice and on other terms no more favorable to the transferees thereof than offered to Lender in the Offer Notice. The net sales proceeds of any Pledged Securities (other than item 1 on the attached Pledged Securities Schedule) and Mortgaged Property shall be used, or as otherwise agreed at Lender's discretion and direction, to repay the Notes (with such repayment being applied first to the Exchangeable Notes and then to the New Notes). Any ROFO Property not transferred within such 180-day period in accordance with the applicable Co-Invest Purchaserterms contained in the Offer Notice shall be reoffered to Lender under this Section 3Q prior to any subsequent Transfer. Notwithstanding anything to To the contrary extent that the Pledged Securities consist of pledges of interests in a limited liability company, the right of first offer contained in this Agreement, (a) this Section 8 3Q shall terminate and be of no further force and effect immediately upon the consummation of a Qualified Public Offering or at any time the Principal Investor ceases to beneficially own, in the aggregate with its Affiliates, less than 40% of the outstanding shares of the Company's Common Stock (on a fully diluted basis) and (b) the rights of the Principal Investor pursuant to this Section 8 may not be assigned or otherwise transferred extend to any Person other than its Affiliatesproperty owned by such limited liability company.