Common use of Buy-Sell Clause in Contracts

Buy-Sell. (a) Either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any Member which intends to exercise its buy/sell option hereunder (the “Notifying Member”) shall first give notice of its intent to the other Member (the “Buy/Sell Notice”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. (a) Either MCGFollowing foreclosure of the Pledged Interests by the Administrative Agent, pursuant to the Security Agreement, on as much of the one handPledged Interests as Administrative Agent may foreclose on expeditiously and without opposition in accordance with the provisions of the Security Agreement, or or, at the Manager Administrative Agent’s election, following an Event of Default under the Loan Agreement and concurrently with the Keystone Investor (acting together)Administrative Agent’s exercise of remedies under the Security Agreement, on Administrative Agent may exercise at any time the other hand, shall have the right and the option to implement the buy/sell procedure as rights set forth in this Section 10.4 if permitted to do so under Section 9.1(e)Agreement. (For the purposes of this Section 10.4Agreement, the Manager and Keystone Investor “foreclosure” shall be considered one Memberinclude any transfer in lieu of foreclosure.) (b) Any Member which intends To initiate the procedure under this Section 1, Administrative Agent first must offer in writing to sell the entire Membership Interest held by the Administrative Agent (i.e., up to a 49% interest following foreclosure on the Pledged Interests, or 100% of the Administrative Agent’s rights with respect to the Pledged Interests under the Security Agreement, if Administrative Agent elects to exercise the Buy-Sell concurrently with its buy/sell option hereunder (the “Notifying Member”) shall first give notice exercise of its intent rights with respect to the other Member Pledged Interest under the Security Agreement) to PACOP in the manner described below (the “Buy/-Sell NoticeOffer”) ). The Buy-Sell Offer shall state the amount which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4Administrative Agent establishes, (2) contain a statement in its sole discretion, as the value of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto Property (the “Specified Valuation AmountBuy-Sell Stated Value”). During the fifteen (15) as of day period beginning on the date that Administrative Agent gives notice of the such Buy/-Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice Offer (“Receiving MemberOption Period”), shall have the option PACOP may elect to either: (A) sell its entire purchase Administrative Agent’s Membership Interest to the Notifying Member for an amount equal to the amount that the Receiving Lenders would have received, as both a Member would be entitled to receive and a creditor of the Company, if the Company sold all of its assets for events described in Section 2(a) below had occurred. PACOP may exercise such right only by giving unconditional notice thereof to Administrative Agent before the Specified Valuation Amount on the date end of the Buy/Sell Notice Option Period. If PACOP does not validly exercise its right to purchase Administrative Agent’s Membership Interest during the Option Period, PACOP shall sell, and immediately thereafter the Company paid all liabilities and obligations Administrative Agent shall, on behalf of the Company (whether or not such liabilities and/or obligations were listed in Lenders, purchase, the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member PACOP for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described PACOP Sale Price as defined in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute2 below. (c) The Receiving Member shall give written notice (If PACOP validly exercises the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated option to purchase under this Section 10.4(cAdministrative Agent’s Membership Interest in accordance with subsection (b) above, PACOP shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice purchase, and the expiration of such 30 Day Period (which period may be extended if lender approvalAdministrative Agent shall sell, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying MemberAdministrative Agent’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to for the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claimsAdministrative Agent Sale Price, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this defined in Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member2 below. (d) The selling Member hereby irrevocably constitutes and appoints A party who is obligated to purchase the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (iother party’s(ies’) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at shall make a nonrefundable deposit of ten percent (10%) discount of the product of (i) the Buy-Sell Stated Value (less the full payoff amount of the Secured Loan and any Mezzanine Loan Deficiency (as defined below)), times (ii) the selling party’s percentage ownership interest in the Company. Administrative Agent shall make such a deposit not later than five (5) days after the end of the Option Period (presuming the option was not exercised), and PACOP shall make such deposit to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty Escrow Holder (60defined below) not later than five (5) days (from after the time date that it exercises the option to purchase. For purposes of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaultsAgreement, the purchasing Member may enforce its rights by specific performance (phrase “full payoff amount” shall include all principal and damages incidental to a specific performance action which are allowed interest and other obligations of borrower under the applicable financing, including any prepayment premium, yield maintenance premium or other charges, calculated in each case as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedyclosing date hereunder. (e) Notwithstanding anything to Closing of a purchase under this Agreement shall occur on the contrary in this Section 10.4date and place that the buying party chooses but not earlier than five (5 ) and not later than ten (10) days after the end of the Option Period, the amount to be paid for or as the selling Member’s Membership Interest party and the buying party otherwise agree in the Company writing. The closing of a purchase hereunder shall be adjusted as follows: There through a title or escrow company (the “Escrow Holder”) selected by Administrative Agent, and all relevant documents and funds shall be determinedsubmitted to Escrow Holder in a timely manner, as pursuant to escrow instructions of the date of parties consistent with this Agreement, in order to facilitate the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member Any escrow fees or charges shall be increased by the amount of such excess, split 50/50 between Administrative Agent and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excessPACOP.

Buy-Sell. (a) Either MCGIn the event of a Unanimous Decision, a Super-Majority Decision or a Majority Decision with respect to which a Holder believes there is a potential material disagreement, such Holder may deliver written notice to the Servicer and each other Holder that it requests a vote to determine the resolution of the potential material disagreement. Within two (2) Business Days of such notice, the Servicer shall deliver to each Holder a written notice with the proposed course of action then subject to the potential material disagreement, such proposed course of action being described in the form of a “yes” or “no” question. Such written notice shall indicate, and the respective Holder acknowledges, that (i) each Holder must respond in writing with either a “yes” or “no” response to such proposed course of action within two (2) Business Days of receipt of such proposed course of action and (ii) failure of a Holder to respond within such two (2) Business Day period will be deemed to be a “yes” response from that Holder. The Servicer shall determine which Holders are “yes” Holders and which Holders are “no” Holders, the determination of such shall be binding on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For Holders for the purposes of this Section 10.4, the Manager 9 absent manifest error. The Servicer’s determination of “yes” Holders and Keystone Investor “no” Holders shall be considered one Membersent to each Holder and shall be utilized for determining whether any Holder in the group has the requisite percentage of Holders necessary to exercise its right to declare a Material Disagreement in accordance with Section 9(b) below. (b) Any Member which intends If Holders holding at least (i) 50.1% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Unanimous Decision, (ii) 45% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Super-Majority Decision, or (iii) 40% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Majority Decision, are “yes” Holders (as contemplated by Section 9(a) above) with respect to exercise its buy/sell option hereunder a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, in accordance with Section 6 hereof (such “yes” Holders in agreement, the “Notifying MemberAgreeing Holders”), which failure to obtain the necessary votes for a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, continues for two (2) days after written notice from any one or more Agreeing Holders to all of the “no” Holders (as contemplated by Section 9(a) above) (each a “Target Holder”) shall first give notice of its intent and each other Agreeing Holder that a disagreement has occurred that is material to the servicing or administration of the Mezzanine Loan (a “Material Disagreement”), then, until the Material Disagreement is resolved, (i) any one or more Agreeing Holders may deliver to each of the Target Holders (in such case, the “Notice Holders”), each other Member Agreeing Holder and the Servicer and (ii) any one or more Target Holders may deliver to each of the Agreeing Holders (in such case, the “Notice Holders”), each other Target Holder and the Servicer a written notice (such party, or collectively such parties, sending the notice, the “Invoking Holder”), which written notice (the “Buy/-Sell Notice”), shall specify a price for the Mezzanine Loan (which price shall be expressed as a percentage of par (the “Pricing Convention”) at which such Invoking Holder shall buy or sell the applicable interest in the Mezzanine Loan (which may be all or only a portion of the Mezzanine Loan, as determined by the Holders through the operation of this Section 9) in accordance with the terms of this Section 9. Prior to 5:00 p.m. New York time, on the fifth (5th) Business Day after delivery of the initial Buy/-Sell Notice (the “Buy-Sell Notice Deadline”), each Notice Holder and the initial Invoking Holder shall have the right to deliver to the Servicer, the other Notice Holders and, if applicable, the initial Invoking Holder, one or more subsequent Buy-Sell Notices specifying (in accordance with the Pricing Convention) a higher price for the Mezzanine Loan than was specified in the preceding Buy-Sell Notice, in which case the Buy-Sell Notice containing the highest price for the Mezzanine Loan shall remain in effect and the party delivering such Buy-Sell Notice shall thereafter be deemed to be the “Invoking Holder” hereunder; and the other Buy-Sell Notice(s) shall cease to have any further force and effect, and if the Invoking Holder is an Agreeing Holder, then the Target Holders shall be deemed to be the Notice Holders hereunder, and if the Invoking Holder is a Target Holder, then the Agreeing Holders shall be deemed to be the Notice Holders hereunder. The Servicer shall notify all of the Holders in writing of the ultimate identity of the Invoking Holder, the effective Buy-Sell Notice and the associated Pricing Convention within one (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery Business Day of the Buy/Sell Notice with any potential purchaser or equity provider Deadline (but not debt financier) of or with respect to the Project (or any portion thereof“Servicer Buy-Sell Confirmation”). The other Member, after receiving Material Disagreement subject to such Buy-Sell Notice may be resolved immediately following the Buy/-Sell Notice (“Receiving Member”)Response Date by Holders with the requisite Percentage Interest necessary to resolve the Material Disagreement, shall have the option prior to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed any interests in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated Mezzanine Loan actually being transferred in accordance with Sections 10.4 and 10.5the terms hereof; provided, however, that the foregoing shall not release the Buying Holders or Selling Holders from their obligations to ultimately consummate such transfers in accordance with the terms hereof. If In the Receiving Member disputes the Notifying Member’s statement event a Material Disagreement that is subject to a Buy-Sell Notice is resolved prior to delivery by any Notice Holders of the amount payable to each Member based on the Specified Valuation Amount (there a response thereto, such Buy-Sell Notice shall be deemed terminated and of no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member further force and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such disputeeffect. (c) The Receiving Member shall give written notice No later than 5:00 p.m. New York time, on the second (2nd) Business Day after delivery of the “Election Notice”) to Servicer Buy-Sell Confirmation of the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such effective Buy/-Sell Notice (the “30 Day PeriodBuy-Sell Response Date”), each Notice Holder shall deliver to the Invoking Holder, the Servicer and any other Notice Holders a written response irrevocably offering either (x) to purchase from the Invoking Holder all right, title and interest of such Holders in the Mezzanine Loan (a “Buy Response”), (y) to sell to the Invoking Holder all right, title and interest of such Notice Holder in the Mezzanine Loan (a “Sell Response”) (in each case, together with such Holder’s economic interest in the servicing of the Mezzanine Loan) for an amount determined in accordance with the Pricing Convention and the respective Note Principal Balances (plus, with respect to each applicable Holder, the unpaid amount of any Advances and Super-Priority Protective Advances made by such Holder and accrued and unpaid Advance Interest thereon), plus accrued and unpaid interest on such Note Principal Balances (in each case, the “Buy-Sell Purchase Price”), or (z) to withdraw from the Material Disagreement, and the buy-sell process, by agreeing that the matter in dispute will be determined by the non-withdrawing Holder(s) (including, without limitation, any Holders that were neither an Invoking Holder nor a Notice Holder) (such non-withdrawing Holders, the “Non-Withdrawing Holders”) remaining after giving effect to the buy-sell process (a “Buy-Sell Withdrawal Notice”). If Any Notice Holder that delivers neither a Buy Response, a Sell Response nor a Buy-Sell Withdrawal Notice shall be deemed for purposes hereof to have delivered a Buy-Sell Withdrawal Notice. The Holder or Holders that are obligated to buy under this Section 9 (individually, or collectively, if applicable, the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s“Buying Holder”) shall be determined in the following manner (and Servicer shall deliver to the Holders, within one (1) Business Day following the Buy-Sell Response Date, notice of the outcome of such determination): (i) if every Notice Holder delivers a Buy/Sell Withdrawal Notice, then there shall be no Buying Holder, and the Material Disagreement will be resolved by the Invoking Holder together with the Non-Withdrawing Holders in a manner that is materially consistent with the course of action such Invoking Holder and Non-Withdrawing Holders initially indicated or were deemed conclusively to have elected to sell its entire Membership Interest. The Member indicated under Section 9(a) hereof; (ii) if no Notice Holder delivers a Buy Response, but at least one Notice Holder delivers a Sell Response, then the Invoking Holder shall be the Buying Holder (and shall be obligated to purchase under this Section 10.4(cthe Notes of each party delivering a Sell Response); (iii) if only one Notice Holder delivers a Buy Response, then such Notice Holder shall fix a closing date not later than sixty be the Buying Holder (60) days following and shall be obligated to purchase the earlier Note of the date Invoking Holder); and (iv) if more than one Notice Holder delivers a Buy Response, then such Notice Holders collectively shall be the Buying Holder (and shall be obligated to purchase the Note of the delivery of Invoking Holder pro rata based on the Election Notice and the expiration Note Principal Balances of such 30 Buying Holders). (d) On the fifth (5th) Business Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of after the purchase price Buy-Sell Response Date (the “DepositBuy-Sell Closing Date”), the selling Holders (the “Selling Holders”) shall transfer and assign to the Buying Holder, pursuant to an assignment and assumption agreement reasonably acceptable to each party, all right, title and interest of such Selling Holders in the escrow established for the closing respect of the saleMezzanine Loan; and the Buying Holder shall pay to each Selling Holder the applicable Buy-Sell Purchase Price for its Note by wire transfer of immediately available funds to the account designated by such Selling Holder. At such closing, each Holder shall, at the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence request of any other Holder, execute and deliver such liens or competing claims, documents and instruments as the buying Member (or the buying Member’s nominee(s)) requesting Holder shall reasonably requestrequire in order to effect such transfer. If the Membership Interest of All payments received by any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring Selling Holder on or after the date Buy-Sell Closing Date in respect of the sale pursuant to an indemnification agreement reasonably acceptable to ownership interests of the selling MemberHolders in the Mezzanine Loan shall be for the account of the Buying Holder. Each Member Selling Holder shall pay cooperate in facilitating the assignment of its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c)respective portions of the Mezzanine Loan, and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legaladministration thereof, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c)including, and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to executewithout limitation, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages transferring any funds (including reserves) held in accounts maintained or controlled by such Selling Holder, (ii) acquire the purchasing Member’s Membership Interest at a ten percent delivering loan related documents, (10%iii) discount causing servicing documents to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decisionbe delivered, and an extra sixty (60iv) days (from such other cooperation as the time Buying Holder reasonably requests to effectuate the intent of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedyAgreement. (e) Notwithstanding anything The Buying Holder will assume all obligations of the Selling Holders arising from and after the Buy-Sell Closing Date under and in connection with the Mezzanine Loan by written instrument delivered and reasonably satisfactory in form to Selling Holders. To the extent any loss, cost, liability or expense relates to an obligation of a Selling Holder arising prior to the contrary in this Section 10.4Buy-Sell Closing Date, the amount to be paid for the selling Member’s Membership Interest in the Company same shall be adjusted borne solely by such Selling Holder, and such Selling Holder shall indemnify, defend, reimburse and hold harmless the Buying Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses which may be asserted against or sustained or incurred by the Buying Holder as follows: There a result thereof. To the extent any loss, cost, liability or expense relates to an obligation of the Buying Holder arising on or subsequent to the Buy-Sell Closing Date, the same shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made borne solely by the selling Member between Buying Holder, and the date of Buying Holder shall indemnify, defend, reimburse and hold harmless each Selling Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses (including reasonable attorneys’ fees) which may be asserted against or sustained or incurred by such Selling Holder as a result thereof. (f) If a Buying Holder does not pay the Buy/-Sell Notice Purchase Price when and as required by the date terms of this Agreement, interest shall accrue thereon both before and after judgment, to the Closingextent permitted by applicable law, at a rate per annum for each day from and including the day the Buy-Sell Purchase Price was due to but excluding the day the amount is paid in full equal to the Default Rate, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7Buying Holder shall thereafter have no voting or consent rights hereunder. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member Such interest shall be increased by payable on demand from time to time and shall be computed on the amount basis of such excessa 360-day year and actual days elapsed, and (B) shall itself bear interest at the foregoing rate if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excessnot paid on demand.

Buy-Sell. (a) Either MCGAny time after Completion of the Project, on either Crescent or CNL may make an offer to purchase the one hand, other’s Entire Interest or the Manager and the Keystone Investor sell its Entire Interest for such purchase price (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor which shall be considered one Member. (bpayable in cash at the closing of any such transaction) Any and on such terms as such Member which intends to exercise its buy/sell option hereunder (the “Notifying MemberProposer”) shall first give may propose in a notice of its intent (the “Sale Proposal”) to the other Member (the “Buy/Sell NoticeResponding Member”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, Sale Proposal shall include a statement as to the total purchase price for the Property that formed the basis for the stated purchase price for each Entire Interest. (b) Within forty-five (45) days after receiving a copy of the Buy/Sell Notice Sale Proposal, the Responding Member shall notify the Proposer: (“Receiving Member”), shall have i) that the option Responding Member is agreeable to either: (A) sell the sale of its entire Membership Entire Interest to the Notifying Proposer in accordance with the terms set forth in the Sale Proposal; or (ii) that the Responding Member for elects to purchase the Entire Interest of the Proposer at the Reply Price (as defined below) determined in accordance with Section 10.8 and otherwise in accordance with the terms set forth in the Sale Proposal, as modified in accordance with Section 10.8(a). Such notification shall be accompanied by a deposit in an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer amount payable to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased Proposer pursuant to this Section 10.4(c10.7(b)(ii) (such amount, together with any interest earned thereon, being hereinafter called the “Responding Member’s Buy-Sell Deposit”), then, effective as which amount shall be non-refundable unless the purchase and sale pursuant to this Section 10.7(b)(ii) does not close due to the default of the Proposer. Notice of election to purchase shall be addressed to the Proposer and shall set forth the time and place of closing for such purchasewhich, unless otherwise agreed, shall be at the selling Member shall withdraw as a Member and, if applicable, Manager, office of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either during usual business hours within sixty (i60) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or days after the date of the sale pursuant to an indemnification agreement reasonably acceptable to giving of the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction notice of election under this Section 10.4(c10.7(b)(ii), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. (a) Either MCG, Olympia or Presidio may initiate buy/sell procedures with respect to one or more Partnerships at any time commencing on the one handBuy/Sell Effective Date (as hereinafter defined) through and including the Standstill Expiration Date. Anything herein to the contrary notwithstanding, buy/sell procedures may not be instituted more than once with respect to any Partnership (except that the delivery of a Buy/Sell Offer that is rescinded pursuant to section 4.2(d) hereof shall not constitute the institution of buy/sell procedures for this purpose). Such buy/sell procedures shall cover, in the case of Olympia, all Units of a Partnership acquired by Olympia and/or any Permitted Transferee pursuant to an Offer (other than Units purchased by Presidio upon exercise of the Call Option) and all other Units owned by Olympia or any affiliate of Olympia at the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement time the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4procedures are initiated (collectively, the Manager and Keystone Investor shall be considered one Member"Olympia Covered Units") and, in the case of Presidio, all Units of such Partnership acquired by Presidio or any affiliate of Presidio upon exercise of the Call Option (collectively, the "Presidio Covered Units"). (b) Any Member which intends to exercise its Either Olympia or Presidio may initiate the buy/sell option hereunder (the “Notifying Member”) shall first give notice of its intent procedures with respect to one or more Partnerships by delivering to the other Member a written offer (the “"Buy/Sell Notice”Offer") stating the buy/sell price on a per Unit/per Partnership basis (which Buybuy/Sell Notice sell price shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay be payable solely in cash and shall not exceed, for all of any Partnership, the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) net asset value per Unit for such Partnership as of the date of the Buy/Sell NoticeOffer (the "Maximum Price")) and other material terms and conditions on which the initiating party is willing to purchase all, (3) disclose all material liabilities and potential material liabilities but not less than all, Olympia Covered Units or Presidio Covered Units, as the case may be, of the Company actually known such Partnership. The non-initiating party shall then be obligated to elect to sell Units to the Notifying Member initiating party at the per Unit price and (4) disclose upon the other terms and details conditions set forth in the Buy/Sell Offer, or to purchase Units from the initiating party upon such terms and conditions. (If the Buy/Sell Offer relates to more than one Partnership, the non-initiating party may, in its discretion, elect to buy Units of any discussionone Partnership and sell Units of another, offer, contract, similar agreement or documents that subject to Section 4.2(c) below). The non-initiating party shall have fifteen days from the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of date the Buy/Sell Notice with any potential purchaser is delivered to it (the "Reply Period") to decide whether to buy or equity provider (but not debt financier) sell. Failure to notify the initiating party of such decision at or with respect prior to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date end of the BuyReply Period shall be deemed a decision to buy Units. Notwithstanding the foregoing, in the event that the non-initiating party wishes to buy Units of a Partnership but believes that the buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed sell price named in the Buy/Sell Offer exceeds the Maximum Price for such Partnership, the non-initiating party shall notify the initiating party during the Reply Period of its election to buy such Units at the Maximum Price, which notice (the "Appraisal Notice") shall set forth the Maximum Price (in the opinion of the non-initiating party) and shall name an appraiser with a minimum of ten years experience in the appraisal of properties of the type owned by the Partnership(s) whose Units are subject to appraisal (a "Qualified Appraiser"). If the parties cannot agree upon the Maximum Price, the initiating party shall name a Qualified Appraiser (and shall so notify the non-initiating party in writing) within ten days following its receipt of the Appraisal Notice, and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with the two Qualified Appraisers shall choose a third impartial Qualified Appraiser (the "Impartial Appraiser") within ten days following selection of the second Qualified Appraiser. If the initiating party salefails timely to select (and to notify the non-initiating party of its selection of) a Qualified Appraiser in accordance the immediately preceding sentence, the Qualified Appraiser selected by the non-initiating party shall select the Impartial Appraiser. The Impartial Appraiser so selected shall perform an appraisal to determine the Maximum Price of Units of the Partnership(s) subject to the dispute between the parties and shall present the results of such appraisal and his determination of the Maximum Price to the parties in writing within 90 days following such appraiser's selection. The determination of such Impartial Appraiser shall be final and binding on the parties hereto. Each party shall bear any costs and expenses of the Qualified Appraiser selected by such party and Presidio shall bear 50% and AREH shall bear 50% of the costs and expenses of the Impartial Appraiser. (c) If Presidio or an affiliate does not exercise the Call Option with respect to one or more Partnerships (and, subject to Section 10.6as a result, distributed there are no Presidio Covered Units of such Partnership(s)) or if, at the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional time buy/sell procedures described are initiated, Presidio and its affiliates collectively own more than 15% of the outstanding Units of the Partnership(s) with respect to which such buy/sell procedures are initiated, then, notwithstanding the provisions of section 4.2 hereof to the contrary: (i) if AREH or an affiliate initiates buy/sell procedures with respect to such Partnership(s), AREH or such affiliate may require Presidio to buy the Units of such Partnership(s) covered by AREH's or such affiliate's Buy/Sell Offer at the Maximum Price then applicable to such Units, and (ii) if Presidio initiates buy/sell procedures with respect to such Partnership(s), AREH and its affiliates may, in their discretion, elect to sell the Units covered by Presidio's Buy/Sell Offer at the Maximum Price then applicable to such Units or to retain such Units. The appraisal procedures set forth in paragraph (b) above shall apply to buy/sell procedures governed by this paragraph (c), if applicable. (d) As used herein, "Buy/Sell Effective Date" shall mean, as to Units of any Partnership, the earlier to occur of: (a) the six-month anniversary of the Final Expiration Date; and (b) the date on which Presidio gives notice (in accordance with Section 8.7 hereof) to Olympia and AREH of a proposal by or on behalf of the general partners of any Partnership or any affiliate of such general partners to effect a "roll-up" transaction (within the meaning of Item 901 of Regulation S-K promulgated by the Commission under the Exchange Act) involving such Partnership (it being agreed by Presidio that it will not permit any such "roll-up" transaction to be consummated less than sixty days following the giving of such notice (in accordance with Section 8.7 hereof) to Olympia and AREH). Any notice given pursuant to clause (b) of the immediately preceding sentence shall set forth, in reasonable detail, all material terms of the "roll-up" transaction being proposed. Notwithstanding the foregoing, in the remaining provisions event that Presidio makes a Buy/Sell Offer at a time when either the purchase or sale of this Section 10.4 shall no longer apply unless and until Units by Olympia or its affiliates pursuant to the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this section 4 would cause Olympia or any such affiliate to incur liability under Section 10.4(b16(b) from of the Exchange Act, Olympia may so notify Presidio (which notice shall state the earliest date (the "Trigger Date") on which Olympia or such affiliate could commit either to purchase or sell Units without incurring such liability, provided that such Trigger Date shall not be more than six months and one day following the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Presidio's Buy/Sell Notice (the “30 Day Period”Offer). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) in which event Presidio's Buy/Sell Offer shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under be rescinded for all purposes of this Section 10.4(c) shall fix a closing date agreement, and Presidio may not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer initiate another Buy/Sell Offer prior to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver Trigger Date. Olympia may not cause a Buy/Sell Offer to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased be rescinded pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (isection 4.2(c) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Membermore than once. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. (a) Either MCGAs provided in this Section, on each Member may initiate the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement operation of the buy/sell procedure as provisions set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any Member which intends to exercise its buy/sell option hereunder (the “Notifying Member”) shall first give notice of its intent to the other Member on Exhibit G hereto (the “Buy/Sell Provisions”), by such electing party giving written notice (the “Buy/Sell Initiation Notice”) which to the other Member; provided, such election may be made by the X Member only following the occurrence of a Trigger Event or a Deadlock and may be made by the Y Member following the occurrence of a Deadlock or if the Removal has occurred, and; provided, further, however, that a Member may not initiate the Buy/Sell Notice Provisions if the Buy/Sell Provisions are then in effect with respect to a prior Buy/Sell Initiation Notice. The Member triggering such right shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (be the “Specified Valuation Amount”) as of Initiating Member” and the date other Member shall be the “Responding Member” for the purposes of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of Provisions. Following the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery election of the Buy/Sell Notice Provisions as provided in this Section 11.5, the Members shall follow and comply with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”)Provisions set forth on Exhibit G, shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the which Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Provisions are incorporated into this Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved 11.5 by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions reference. For purposes of this Section 10.4 11.5, a “Deadlock” shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolutionmean, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase occurred, if the Members cannot agree on a Major Decision as required under this Section 10.4(c) shall fix a closing date not later Agreement and such lack of agreement continues for more than sixty (60) days following after the earlier of matter was first considered by the date of the delivery of the Election Notice Members or proposed for approval and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, Major Decision has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established withdrawn for the closing of the saleconsideration. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described Notwithstanding anything in this Section 10.4. If 11.5 to the selling Member defaultscontrary, to the purchasing Member may enforce its rights extent that any realty transfer tax is imposed by specific performance (and damages incidental to a specific performance action which are allowed as part the [Commonwealth of such action as well Pennsylvania and/or the City of Philadelphia] as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date result of the Buy/Sell Notice and Provisions or a buy/sell transfer made pursuant to the date Buy/Sell Provisions, the Members hereby agree that such transfer tax shall be the responsibility of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excessInitiating Member.

Buy-Sell. (a) Either MCGFollowing foreclosure of the Pledged Interests by the Administrative Agent, pursuant to the Security Agreement, on as much of the one handPledged Interests as Administrative Agent may foreclose on expeditiously and without opposition in accordance with the provisions of the Security Agreement, or or, at the Manager Administrative Agent’s election, following an Event of Default under the Loan Agreement and concurrently with the Keystone Investor (acting together)Administrative Agent’s exercise of remedies under the Security Agreement, on Administrative Agent may exercise at any time the other hand, shall have the right and the option to implement the buy/sell procedure as rights set forth in this Section 10.4 if permitted to do so under Section 9.1(e)Agreement. (For the purposes of this Section 10.4Agreement, the Manager and Keystone Investor “foreclosure” shall be considered one Memberinclude any transfer in lieu of foreclosure.) (b) Any Member which intends To initiate the procedure under this Section 1, Administrative Agent first must offer in writing to sell the entire Membership Interest held by the Administrative Agent (i.e., up to a 49% interest following foreclosure on the Pledged Interests, or 100% of the Administrative Agent’s rights with respect to the Pledged Interests under the Security Agreement, if Administrative Agent elects to exercise the Buy-Sell concurrently with its buy/sell option hereunder (the “Notifying Member”) shall first give notice exercise of its intent rights with respect to the other Member Pledged Interest under the Security Agreement) to New Market in the manner described below (the “Buy/-Sell NoticeOffer”) ). The Buy-Sell Offer shall state the amount which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4Administrative Agent establishes, (2) contain a statement in its sole discretion, as the value of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto Property (the “Specified Valuation AmountBuy-Sell Stated Value”). During the fifteen (15) as of day period beginning on the date that Administrative Agent gives notice of the such Buy/-Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice Offer (“Receiving MemberOption Period”), shall have the option New Market may elect to either: (A) sell its entire purchase Administrative Agent’s Membership Interest to the Notifying Member for an amount equal to the amount that the Receiving Lenders would have received, as both a Member would be entitled to receive and a creditor of the Company, if the Company sold all of its assets for events described in Section 2(a) below had occurred. New Market may exercise such right only by giving unconditional notice thereof to Administrative Agent before the Specified Valuation Amount on the date end of the Buy/Sell Notice Option Period. If New Market does not validly exercise its right to purchase Administrative Agent’s Membership Interest during the Option Period, New Market shall sell, and immediately thereafter the Company paid all liabilities and obligations Administrative Agent shall, on behalf of the Company (whether or not such liabilities and/or obligations were listed in Lenders, purchase, the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member New Market for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described New Market Sale Price as defined in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute2 below. (c) The Receiving Member shall give written notice (If New Market validly exercises the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated option to purchase under this Section 10.4(cAdministrative Agent’s Membership Interest in accordance with subsection (b) above, New Market shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice purchase, and the expiration of such 30 Day Period (which period may be extended if lender approvalAdministrative Agent shall sell, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying MemberAdministrative Agent’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to for the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claimsAdministrative Agent Sale Price, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this defined in Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member2 below. (d) The selling Member hereby irrevocably constitutes and appoints A party who is obligated to purchase the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (iother party’s(ies’) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at shall make a nonrefundable deposit of ten percent (10%) discount of the product of (i) the Buy-Sell Stated Value (less the full payoff amount of the Secured Loan and any Mezzanine Loan Deficiency (as defined below)), times (ii) the selling party’s percentage ownership interest in the Company. Administrative Agent shall make such a deposit not later than five (5) days after the end of the Option Period (presuming the option was not exercised), and New Market shall make such deposit to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty Escrow Holder (60defined below) not later than five (5) days (from after the time date that it exercises the option to purchase. For purposes of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaultsAgreement, the purchasing Member may enforce its rights by specific performance (phrase “full payoff amount” shall include all principal and damages incidental to a specific performance action which are allowed interest and other obligations of borrower under the applicable financing, including any prepayment premium, yield maintenance premium or other charges, calculated in each case as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedyclosing date hereunder. (e) Notwithstanding anything to Closing of a purchase under this Agreement shall occur on the contrary in this Section 10.4date and place that the buying party chooses but not earlier than five (5 ) and not later than ten (10) days after the end of the Option Period, the amount to be paid for or as the selling Member’s Membership Interest party and the buying party otherwise agree in the Company writing. The closing of a purchase hereunder shall be adjusted as follows: There through a title or escrow company (the “Escrow Holder”) selected by Administrative Agent, and all relevant documents and funds shall be determinedsubmitted to Escrow Holder in a timely manner, as pursuant to escrow instructions of the date of parties consistent with this Agreement, in order to facilitate the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member Any escrow fees or charges shall be increased by the amount of such excess, split 50/50 between Administrative Agent and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excessNew Market.

Buy-Sell. (a) Either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the A Member wishing to sell his Membership Interest other hand, shall have the right and the option to implement the buy/sell procedure as set forth than in this accordance with Section 10.4 if permitted to below may not do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any Member which intends without first making an offer to exercise its buy/sell option hereunder (the “Notifying Member”) shall first give notice of its intent to the other Member (the “Buy/Sell Notice”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire such Membership Interest to the Notifying other Members in the manner described below. In the event that any Member for an amount equal shall receive a bona fide offer to the amount the Receiving sell his Membership Interest from a third party, such Member would be entitled to receive if the Company sold shall promptly notify all of its assets for the Specified Valuation Amount on the date other Members in writing of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations terms of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a bona fide third party sale, and, subject offer. The remaining Members may elect to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of for which the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a bona fide third party sale, and, subject to Section 10.6, distributed offer has been made upon the net proceeds and any other Company assets to each same terms as the bona fide third party offer by providing the selling Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide written notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve election within thirty (30) days of notice of the Buy/Sell Notice (which resolution shall include a written report delivered terms of the bona fide third party offer. In the event that more than one Member desires to all Members specifying exercise such right to purchase, then the calculations and assumptions underlying such resolution, and portion of the Membership Interest each will purchase shall be binding)computed by dividing the Applicable Percentage of each purchasing Member by the total Applicable Percentages of all purchasing Members and multiplying the result by the Applicable Percentage being sold by the selling Member. Any such dispute shall stay In the time periods set forth in this Section 10.4(b) from event that the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does remaining Members do not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated elect to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier all of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, covered by the terms of the Company. In connection with any such withdrawal of the selling Memberbona fide third party offer, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, then the selling Member may, as its exclusive remedy (except for following the purchasing Member’s loss expiration of rights described below)the term of the right of first refusal, either (i) retain proceed with the Deposit as liquidated damages or (ii) acquire sale of the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price third party. If any sale to a third party is not consummated within forty-five (45) days after the expiration of the thirty (30) day period mentioned in Section below, the sale of the Membership Interest shall again become subject to the terms of Section below. In the event that would an assignee who has not been admitted to the Company wishes to sell the Membership Interest assigned to him, he shall first offer the same to the Member(s) who assigned such Membership Interest to him, in the same manner as a Member wishing to sell his Membership Interest must first offer the same to the other Members, and otherwise have been applicable in accordance with the principles of the preceding provisions of this Section below. Any purchaser of a Membership Interest transferred in accordance with Section below shall be admitted to an acquisition the Company as a Member in respect of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decisionInterest, and an extra sixty (60) days (from each Member hereby consents to the time admission of such election) purchaser to closethe Company, but otherwise on in the place and stead of the seller, provided that the purchaser delivers to the other Members a document under the terms described in this Section 10.4. If of which the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount purchaser agrees to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closingbound by, and (ii) to perform the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii)provisions of, then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excessthis Agreement.

Buy-Sell. (a) Either MCGIn the event the Members are deadlocked and are unable to agree unanimously on any Major Decision that requires unanimity, on the one hand, or the Manager and the Keystone Investor Members are unable through good faith and the exercise of their reasonable efforts to break such deadlock for a period of fifteen (acting together), on 15) days following notice from one Member to the other handMember that a deadlock exists with regard to a Major Decision, the deadlock may be broken by the invocation of the provisions of this Section 12.06; provided, however, this Section 12.06 may be invoked if and only if such deadlock occurs after the date which is 24 months from the date of Project Stabilization. Prior to invoking the provisions of this Article, the Members shall have in good faith meet within fifteen (15) days of such deadlock, and use their reasonable efforts to resolve any disagreements regarding any Major Decision. As used in this Section 12.06, “deadlock” shall mean the right and inability of the option Members to implement unanimously agree with respect to a Major Decision that requires unanimity. (b) Either Member may initiate the buy/sell procedure as set forth in this Section 10.4 if permitted by providing a written notice (the “Value Notice”) to do so under Section 9.1(e)the other Member. For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any The Member which intends to exercise its initiates the buy/sell option hereunder procedure, is referred to herein as the “Offeror.” The Member who receives the Value Notice is referred to herein as the “Offeree.” The Value Notice shall include an offer by the Offeror to purchase all (and not less than all) of the Membership Interest(s) owned by the Offeree and an offer by the Offeror to sell all (and not less than all) of the Membership Interest(s) owned by the Offeror to the Offeree. In the case of the BR Member, the offer referred to in the preceding sentence shall also include an offer to purchase the co-tenancy interest of the Bxxxx Co-Tenants; and in the case of the Catalyst Member, the offer referred to in the preceding sentence shall also include an offer to sell the co-tenancy interest of the Bxxxx Co-Tenants (with respect to which the Catalyst Member represents to the BR Member that it has such drag-along rights). The Value Notice shall specify an amount (the “Notifying Member”) shall first give notice of its intent to the other Member (the “Buy/Sell Notice”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Stated Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), which shall in any case be not less than the aggregate of all indebtedness owed at that time by the Borrower, and which shall be used in the calculations of the purchase price pursuant to this Section 12.06. Notwithstanding the foregoing, upon the receipt of a Value Notice from the BR Member, the Catalyst Member shall have the option to either: (A) sell its entire Membership Interest right, to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company extent available pursuant to Section 11 (any disputes regarding such amounts shall be resolved by 12.09, to exercise the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described Put Right contained in Section 10.512.09 below by issuing a Put Notice within ten (10) business days thereafter, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there Value Notice shall be no right deemed to challenge have been rescinded by the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such disputeBR Member. (c) The Receiving Member Offeree shall give have forty-five (45) days from its receipt of the Value Notice to provide a written notice (the “Election Notice”) to the Notifying Member Offeror stating either that the Offeree will sell all (and not less than all) its Membership Interest(s) to the Offeror or that the Offeree will purchase all (and not less than all) the Offeror’s Membership Interest(s) at the purchase price referenced in Section 12.06(b) hereof. If the Offeree fails to give a timely Election Notice, the Offeree shall be deemed to have elected to sell all (and not less than all) its Membership Interest(s) to the Offeror. The Election Notice shall specify the date of its election under Section 10.4(b) within closing (the “Buy-Sell Closing Date”), which date shall be at least thirty (30) days after receiving the giving of the Election Notice, but in any event not later than the ninetieth (90th) day after such Buy/Sell Notice (the “30 Day Period”)notice. If the Receiving Member does not send its Offeree fails to provide an Election Notice within such 30 Day PeriodNotice, such Receiving Member(s) the Buy-Sell Closing Date shall be deemed conclusively to have elected to sell its entire Membership Interestheld on the first Business Day which is at least ninety (90) days after the giving of the Value Notice. The Member obligated to purchase under For the sake of clarity, all references in this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) in Sections 12.07 and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer 12.08 to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any the Catalyst Member is purchased pursuant shall be deemed to this Section 10.4(c), then, effective as include a reference to the co-tenancy interests of the closing for such purchaseBxxxx Co-Tenants, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Memberextent applicable. (d) The selling Member hereby irrevocably constitutes (or Members) that finally becomes obligated to sell its or their Membership Interest(s) is sometimes referred to herein collectively as the “Seller,” and appoints the purchasing Member or Members that finally becomes obligated to purchase the other Member’s or Members’ Membership Interest(s) is sometimes referred to herein as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. “Buyer.” If the purchasing Catalyst Member defaults in is the performance of its obligations under this Section 10.4Seller, then the selling Member may, as its exclusive remedy (except for term shall also be deemed to include the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedyBxxxx Co-Tenants. (e) Notwithstanding anything The aggregate purchase price for the Seller’s Membership Interest(s) pursuant to this Section 12.06 shall be that amount which would be distributed to the contrary Seller pursuant to Section 9.01 above (after giving effect to all applicable provisions of this Agreement, but after liquidating all Reserves then existing and without establishing any additional Reserves) if the Project was sold by the Borrower on the Buy-Sell Closing Date for a gross sales price equal to the Stated Amount and all liabilities and obligations of the Borrower were satisfied from the proceeds from such sales price and any remaining proceeds were distributed to the Co-Tenants by the Borrower as required under applicable agreements, and then the proceeds received by the Company were distributed to the Members in accordance with Section 9.01. If the Catalyst Member is the Seller, then the purchase price shall also include that amount that would be distributed to the Bxxxx Co-Tenants directly pursuant to the TIC Agreement in connection with the sale of the Project, with any such portion of the price allocable to the Bxxxx Co-Tenants paid directly thereto in exchange for full and complete relinquishment of any and all of their rights in and to the Trust or the Property. No Member shall be entitled to any sales fee or commission if either Member exercises the buy/sell procedure set forth in this Section 10.412.06. (f) The closing of a purchase of Membership Interest(s) pursuant to this Section 12.06 shall be held on the Buy-Sell Closing Date, subject to the terms and conditions specified herein. (g) As of the effective date of any transfer of a Membership Interest(s) pursuant to this Section 12.06, the amount Buyer shall assume all obligations of the Seller with respect to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determinedso transferred, as including any liability of the Seller or any Affiliate thereof with respect to any Company liabilities. Upon such transfer, the Seller’s rights and obligations under this Agreement shall terminate with respect to such transferred Membership Interest, except as to indemnity rights of such Member under this Agreement attributable to acts or events occurring prior to the effective date of such transfer. If the closing: (i) Buyer is the aggregate amount of all Capital Contributions made by BR Member, the selling Member between the date Buyer shall also assume any obligations of the Buy/Sell Notice and Bxxxx Co-Tenants pursuant to the date TIC Agreement. (h) Notwithstanding anything contained herein to the contrary, if the Catalyst Member is the Buyer, the Catalyst Member shall have the right to assign all of any portion of its rights under this Section 12.06 to one or more of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excessBxxxx Co-Tenants or their Affiliates.

Buy-Sell. 14.11.2.1 In the event that (ai) Either MCG, on the one hand, or Members are unable to resolve any Deadlock dispute through the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as mediation set forth in this Section 10.4 if permitted § 14.11.1.2, or (ii) the Company fails to do so under Section 9.1(e). For redeem the purposes Preferred Units and pay the full Redemption Value thereof as and when due pursuant to § 3.4.3, then no earlier than ten (10) days following the last day of this Section 10.4such mediation or such due date, the Manager and Keystone Investor shall be considered one Member. (b) Any as applicable, any Member which intends to exercise its buy/sell option hereunder (the “Notifying Initiating Member”) shall first may give notice of its intent to the other Member (the “Buy/Sell NoticeOfferee”) which Buy/Sell Notice shall that the Initiating Member, desires (1a) contain a statement of irrevocable intent to utilize this Section 10.4, purchase all (2but not less than all) contain a statement of the aggregate dollar amount Units held by the Offeree or (b) to sell all (but not less than all) of the Initiating Member’s Units to the Offeree on a pro rata basis. Such notice shall designate a price per Unit and such other reasonable terms and conditions pursuant to which the Notifying Initiating Member is willing to pay in cash for all of either purchase or sell the assets of the Company, free and clear of all liabilities and obligations relating thereto Units as aforesaid (the “Specified Valuation AmountOffering Notice”). Within ninety (90) days after receipt of the Offering Notice of the Initiating Member, the Offeree shall provide the Initiating Member with notice of its election (which may be exercised in the sole discretion of the Offeree) either (i) to sell all (but not less than all) of the Offeree’s Units to the Initiating Member at the designated price per Unit and upon the terms and conditions set forth in the Offering Notice, or (ii) to purchase all (but not less than all) of the Units of the Initiating Member at the price per Unit and upon the terms and conditions set forth in the Offering Notice. 14.11.2.2 Subject to the provisions of § 14.11.2.3 below, settlement on the purchase of all (but not less than all) of the Units of either the Initiating Member or the Offeree (as the case may) under this § 14.11.2 shall be held at the principal office of the Company within sixty (60) days of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities Offeree’s notice to the Initiating Member of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof)Offeree’s election. The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets purchase price for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company Units being acquired pursuant to Section 11 (any disputes regarding such amounts this § 14.11.2 shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and paid in cash or other immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. available funds at settlement. 14.11.2.3 If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself)Company, it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay at the time periods the procedure set forth in this Section 10.4(b) from the date on which notice of such dispute § 14.11.2 is given to the Notifying invoked, has outstanding obligations that are guaranteed by a Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected that is otherwise obligated to sell its entire Membership Interest. The Member obligated Units pursuant to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of § 14.11.2, such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer not be required to consummate such sale unless and until it is released from its guarantee on such obligations by the buying Member (creditor thereof, or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorizationin lieu thereof, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing provided indemnification for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that guarantee by the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring Members on or after the date of the sale pursuant to an indemnification agreement reasonably terms which are acceptable to the selling Member. Each Member shall pay , in its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Memberreasonable discretion. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. If (ax) Either MCG, on the one hand, a Gaming Authority of a State other than Louisiana determines that a Partner or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option an Affiliate of a Partner is unsuitable to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any Member which intends to exercise its buy/sell option hereunder associated with a gaming enterprise (the “Notifying MemberOther Unsuitable Partner” or the “Other Unsuitable Affiliate,” as appropriate) and, in the case of an Other Unsuitable Affiliate, the related Partner is unable or unwilling to remove the Other Unsuitable Affiliate from his, her or its association with the related Partner to the satisfaction of the relevant Gaming Authority, and (y) any other Partner (the “Affected Partner”) reasonably determines that a continued relationship in the Venture with the Other Unsuitable Partner or with the related Partner that continues to have an association with an Other Unsuitable Affiliate will result in the loss of a gaming license or approval held by the Affected Partner or an Affiliate thereof in a jurisdiction other than Louisiana, then the Affected Partner shall first give a notice of its intent to the other Member related Partner or Other Unsuitable Partner of such determination of unsuitability. Within twenty (20) days after such notice is given, the related Partner or Other Unsuitable Partner receiving such notice shall give a notice (a “Buy/Sell Notice”) which of its election to sell all, but not less than all, of the related Partner’s or Other Unsuitable Partner’s Interest to the Affected Partner or to purchase all, but not less than all, of the Interests of the Affected Partner, in either case at a cash purchase price (specified for each one percent of the percentage interest in the Venture to be purchased or sold) set forth in the Buy/Sell Notice shall (1) contain and increased, in the case of a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement purchase or sale of the aggregate dollar amount which rights to the Notifying Member is willing to pay in cash for all Preferred Capital Contribution Amount and the Preferred Return by the Noteholder Partner by a pro rata portion of the assets fair market value of the Company, free such Noteholder Partner’s outstanding Preferred Capital Contribution Amount plus any outstanding and clear of all liabilities and obligations relating thereto unpaid Preferred Return in respect thereof. Within thirty days (the “Specified Valuation Amount”30) as of the date days following receipt of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities the Affected Partner shall give written notice to the related or Other Unsuitable Partner of the Company actually known Affected Partner’s election whether to purchase the Notifying Member and (4) disclose related Partner’s or Other Unsuitable Partner’s Interests at the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of price stated in the Buy/Sell Notice or to sell to the related Partner or Other Unsuitable Partner the Affected Partner’s Interests at the stated price. In the case of an Other Unsuitable Affiliate that owns an equity interest in the related Partner the foregoing shall not be applicable if the related Partner is unable to remove the Other Unsuitable Affiliate from his, her or its association with any potential purchaser or the related Partner to the satisfaction of the Gaming Authorities because of the lack of sufficient funds to acquire the equity provider interests of the Other Unsuitable Affiliate. In lieu thereof, in such a case within ten (but not debt financier10) days after notice of such unsuitability determination is given, the related Partner shall give a notice (the “Sell Notice”) of or with respect its election to sell such portion of the related Partner’s Interests to the Project (or any portion thereof)Affected Partner as shall be necessary to enable the related Partner to purchase the Other Unsuitable Affiliate’s equity interest in the related Partner. The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), cash purchase price shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount be equal to the lesser of (i) an amount agreed upon by the Receiving Member would be entitled to receive related Partner and the Affected Partner, and if no such agreement is made, the Company sold all of its assets for the Specified Valuation Amount on the date fair market value of the Buy/Sell Notice and immediately thereafter Interests, or (ii) an amount approved by the Company paid all liabilities and obligations applicable Gaming Authorities. Within twenty (20) days following receipt of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member Affected Partner shall give written notice (the “Election Notice”) to the Notifying Member related Partner of its the Affected Partner’s election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (whether to purchase the “30 Day Period”)applicable portion of the related Partner’s Interests. If the Receiving Member does not send its Election Notice within Affected Partner declines to purchase such 30 Day PeriodInterests, then the Venture shall loan to the related Partner the funds necessary to acquire the equity interests of the Other Unsuitable Affiliate and such Receiving Member(s) loan shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty payable upon demand at any time ninety (6090) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or more after the date of the sale pursuant to an indemnification agreement reasonably acceptable loan and shall bear interest, from the date that the Venture makes payment to the selling Memberrelated Partner, at an annual rate of 13%, accruing daily and compounded quarterly on the last day of each Fiscal Quarter. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions For purposes of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below9.5(b)(i), either “fair market value” shall be determined by a valuation proposed by the Noteholder Partner (iwith respect to Preferred Capital Contribution Amount and Preferred Return) retain or the Deposit as liquidated damages or Managing Partner (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount with respect to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Depositother Interests), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4case may be; provided, however, that if either the amount to be paid for Affected Partner or the selling Member’s Membership Interest in other Partner disputes such valuation, then such Partners shall select an investment bank or valuation firm that shall make such valuation, and if such Partners cannot agree on such investment bank or valuation firm, each shall select an investment bank or valuation firm and the Company fair market value shall be adjusted as follows: There the average of the valuations determined by such investment banks or valuation firms. The costs and expenses of the agreed investment bank or valuation firm shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made borne equally by the selling Member between Other Unsuitable Partner or related Partner, on the date of the Buy/Sell Notice one hand, and the date of Affected Partner, on the Closingother hand, and (ii) the aggregate amount costs and expenses of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to separate investment bank or valuation firms shall be received borne by the selling Member shall be increased by the amount of Partner selecting such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excessfirm.

Buy-Sell. (a) Either MCGIf a Major Decision Dispute occurs at any time after to the date that is twelve (12) months following the Substantial Completion Date (such period, on the one hand, or the Manager and the Keystone Investor (acting together"Lockout Date"), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth then each Member (in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4either case, the Manager and Keystone Investor shall be considered one Member. (b) Any Member which intends to exercise its buy/sell option hereunder (the “Notifying Member”) shall first give notice of its intent "Offeror"), may make an offer in writing to the other Member (the “Buy/Sell Notice”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”"Offeree"), which shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member for state an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”"Buy-Sell Value") to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated determined in the sole and absolute discretion of the buying Member Offeror that the Offeror believes is the value of the Assets. An offer made pursuant to be admitted as a substituted Member this Section 11.1 shall constitute an irrevocable offer by the Offeror to the Offeree either (I) to sell all, but not less than all, of the Offeror's interest in the Company to the Offeree or (II) to purchase all, but not less than all, of the Offeree's interest in the Company. In additionThe Offeree shall have thirty (30) days after receipt of an offer made pursuant to this Section 11.1(a) to elect either (x) to sell its interest in the Company to the Offeror for a price equal to the amount the Offeree would have received if the Company caused all of the Assets to be sold to a third party for the Buy-Sell Value on the Buy-Sell Closing Date and distributed the resulting Net Proceeds (and any other funds then held by the Company and the Subsidiaries) pursuant to Section 6.2, it assuming that no reserves are established pursuant to Section 6.2(a)(ii), or (y) to buy the Offeror's interest in the Company at a price equal to the amount the Offeror would have received if the Company caused all of the Assets to be sold to a third party for the Buy-Sell Value on the Buy-Sell Closing Date and distributed the resulting Net Proceeds (and any other funds then held by the Company and the Subsidiaries) pursuant to Section 6.2, assuming that no reserves are established pursuant to Section 6.2(a)(ii). If the Offeree fails to make such an election within thirty (30) days after receipt of an offer under this Section 11.1(a), the Offeree shall be deemed to have elected to sell its interest in the Company. The sale of a Member's interest in the Company pursuant to this Section 11.1(a) shall proceed in accordance with Section 11.1(b). The Manager shall disclose to the Members, within 15 days of the offer made pursuant to this Section 11.1(a), all information concerning the Property and any other Assets that the Members requests, and the failure of the Manager to make such disclosure shall be deemed a material breach by the Manager of its obligations under this Agreement. (b) Upon the determination of which Member is to be the purchaser, the purchasing Member shall, within 15 Business Days, pay a cash deposit equal to ten percent (10%) of the aggregate purchase price of the selling Member's interests (the "Buy-Sell Deposit"). The Buy-Sell Deposit shall be placed in an interest-bearing account at a bank mutually acceptable to the Members and any interest thereon shall be added to, and constitute a portion of, the Buy-Sell Deposit for purposes of this Section. The closing pursuant to this Section 11.1 shall occur on the 120th day after receipt of the offer made by the Offeror pursuant to Section 11.1(a), or at such earlier date as the purchasing Members may specify on 10 Business Days prior written notice (the "Buy-Sell Closing Date"); provided, however, that each of the following (unless and except to the extent waived by all of the purchasing Member) shall be a condition of the purchasing Member's obligations to proceed with any such sale purchase: (i) that the Company shall have continued to be operated in accordance with this Agreement and all other applicable agreements in all material respects through the Buy-Sell Closing Date, (ii) that the purchasing Members shall have obtained all third-party consents required in connection with such sale and (iii) that there shall be no suit, action or proceeding pending on the Buy-Sell Closing Date before or by any court or governmental body seeking to restrain or prohibit, or seeking material damages or other relief in connection with, the sale. (c) The selling Member either shall transfer all of its interests in the Company to the purchasing Member by instrument of assignment or xxxx of sale and such other instruments as shall be reasonably requested by the purchasing Member. The interests in the Company of the selling Member shall be purchased and the purchase price shall be paid at a closing to be held at the principal business office of the Company. At the closing, the interests in the Company of the selling Member shall be duly conveyed, free of all liens and encumbrances, and the purchase price shall be paid by wire transfer of immediately available federal funds. At the election of the purchasing Member, the interests to be purchased may be acquired in the name of a nominee (whether or not such nominee is an Affiliated Person of the purchasing Member); provided, that (x) the purchasing Member shall have designated such nominee by written notice given to the selling Member at least 5 Business Days prior to the date of purchase, and (y) unless the selling Member shall otherwise elect, both such nominee and the purchasing Member shall be required to join in any indemnities required to be given pursuant to this paragraph. In connection with any sale pursuant to this Section 11.1, (i) cause the selling Members shall receive a release, solely with respect to matters that arise after the consummation of such sale, from the lender(s) under all guaranties which have been approved by the purchasing Member to be released from any guarantees or indemnities entered into and given by the selling Member or any of its Affiliates (the "Selling Member Guarantors") in connection with any third party indebtedness of the Project Company or other Company business pursuant to releases any Subsidiary which has been approved by the purchasing Member, or, in the alternative, (ii) an Affiliate of the purchasing Member which is reasonably acceptable to the selling seller Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify shall indemnify, protect, defend and hold harmless the selling Selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or Guarantors solely with respect to matters that arise after the date consummation of such sale, under all guaranties which have been approved by the sale pursuant to an indemnification agreement reasonably acceptable to purchasing Member and given by the selling Member. Each Selling Member shall pay its own legal, accounting and other consultant fees and expenses Guarantors in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between any third party indebtedness of the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to Company or any Subsidiary which has been approved by the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints In the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions event of this Section 10.4 following the failure of the selling Member to executeproceed with the sale of their interests in the Company at the closing as provided in this Section 11.1, acknowledge the same shall constitute a default under this Agreement and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of shall be entitled at its obligations under this Section 10.4election, by written notice given to the selling Member may, as its exclusive remedy within thirty (except for 30) days after the purchasing Member’s loss date of rights described below)such failure, either (i) retain to receive from the Deposit selling Member as liquidated damages and as its exclusive remedy an amount equal to the Buy-Sell Deposit, or (ii) acquire to pursue any and all other remedies available under this Agreement or at law or equity, including specific performance; provided, that if the purchasing Member’s Membership Interest at a ten percent (10%) discount Member fails to the price that would otherwise have been applicable to an acquisition give notice of such Member’s Membership Interest under election as herein provided, the purchasing Member shall be deemed to have elected the remedy set forth in the preceding clause (i) of this Section 10.4 and with an extra sixty sentence. In the event of the failure of the purchasing Member (60) days (from the time of defaultor its nominee) to make such decision, and an extra sixty (60) days (from proceed with the time purchase of such election) to close, but otherwise on the terms described interests of the selling Member at the closing as provided in this Section 10.411.1, the selling Member may elect, by written notice given to the purchasing Member within thirty (30) days after the date of such failure, to cause the purchasing Member to sell all of its interests in the Company to the selling Member (or its nominee) at a purchase price which is the amount that the purchasing Member would have received if the Company caused all of the Assets to be sold to a third party for the Buy-Sell Value on the Buy-Sell Closing Date and distributed the resulting Net Proceeds (and any other funds then held by the Company and the Subsidiaries) pursuant to Section 6.2, assuming that no reserves are established pursuant to Section 6.2(a)(ii). If the selling Member defaults, elects within the aforesaid thirty (30) day period to cause the purchasing Member may enforce to sell all of its rights by specific performance (and damages incidental to a specific performance action which are allowed as part interests in the Company, the closing of such action sale shall occur on the forty-fifth (45th) day after such election has been given, or at such earlier date as well the electing Member may specify on 10 days prior written notice; provided, however, that it shall be a condition of the obligation to proceed, in the case of the other Member as a dollar amount equal to buyer, that the Depositconditions set forth in clauses (i), as its exclusive remedy. (eii) Notwithstanding anything to the contrary and (iii) in this Section 10.411.1(b) above are satisfied and, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as case of the date of former purchasing Member as seller, that the closing: conditions set forth in clauses (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to in Section 7. If (A11.1(c) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excessabove are satisfied.

Buy-Sell. (a) Either MCG, on Thirty (30) days following receipt of a written request for the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as approval of any Major Decision set forth in this Section 10.4 9.4(b)(i) or (ii), if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4an Impasse is continuing, the Manager and Keystone Investor shall be considered one Member. (b) Any either Member which intends to exercise its buy/sell option hereunder (the “Notifying Offering Member”) shall first give may, in its sole and absolute discretion, deliver written notice of its intent (the “Buy-Sell Notice”) to the other Member (the “Buy/Sell NoticeResponding Member”), proposing a Total Value which would be the basis for calculating the applicable price (“Applicable Price”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount at which the Notifying Offering Member is willing to pay in cash for either (i) sell to the other Member all of the Offering Member’s Membership Interest; or (ii) purchase from the other Member all of the other Member’s Membership Interest. The Buy-Sell Notice shall be accompanied by a letter or other statement signed by a bank or trust company confirming that the Offering Member has deposited with such bank or trust company the amount of Five Hundred Thousand Dollars ($500,000) (the “Deposit”). The Responding Member shall have a period of thirty (30) days after receipt of the Buy-Sell Notice in which to elect, by written notice to the Offering Member (the “Response Notice”), to either (A) purchase all of the Membership Interest of the Offering Member at the Applicable Price; or (B) sell all of the Responding Member’s Membership Interest to the Offering Member at the purchase price that would be payable by the Offering Member if the Responding Member elects to sell all of the Responding Member’s Membership Interest to the Offering Member (the “Responding Member’s Purchase Price”) based on the amount the Responding Member would receive if the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member were sold for an amount equal to the Total Value, all third party liabilities were repaid and the balance was paid and/or distributed pursuant to Section 8.2. A Response Notice electing to purchase the Offering Member’s Membership Interest shall include a letter or other statement signed by a bank or trust company confirming that the Responding Member has deposited (or caused to be deposited) with such bank or trust company the amount of Five Hundred Thousand Dollars ($500,000); thereupon, the Receiving Deposit previously made by the Offering Member would shall be entitled returned to receive if the Company sold Offering Member by the bank or trust company with which the Offering Member shall have deposited the Deposit. The failure of the Responding Member to duly and timely give a Response Notice shall constitute its election to sell all of its assets for Membership Interest to the Specified Valuation Amount on Offering Member at the Applicable Price. Unless otherwise approved in writing by the Members, such purchase and sale shall be consummated within one hundred twenty (120) days after the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company Responding Member (whether 1) delivers a Response Notice, or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions2) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for Responding Member fails to give the Specified Valuation Amount on the date of the Buy/Sell Offering Member a Response Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute 10.3, is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell all of its entire Membership InterestInterest to the Offering Member (the “Closing Date”), and in either such event the Members shall negotiate and work together in a spirit of good faith and mutual cooperation to enter into the transfer documents, including a deed or act of sale, xxxx of sale and other such instruments of transfer as shall be reasonably requested by the purchasing Member. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier Time is of the date essence with respect to the closing of the delivery of the Election Notice and the sale contemplated herein on or before expiration of such 30 Day Period one hundred twenty (which period may be extended if lender approval, if required, has not been obtained by such date120) and shall deposit five day period. One hundred percent (5100%) of the purchase price (the “Deposit”) in the escrow established for the closing Membership Interest being sold or purchased shall be payable at the Closing Date by wire transfer in immediately available funds. (b) Notwithstanding any other provisions hereof to the contrary, any purchasing Member shall not be required to close on the purchase of any Membership Interest in accordance with this Section 10.3 unless the representations and warranties of the sale. At selling Member as set forth in Section 10.6 shall be true and correct as of the Closing Date, and the selling Member shall deliver a certificate to such closingeffect to the purchasing party dated as of the Closing Date; provided, however, that it shall be made clear that as to the condition or prospects for the Company, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) is selling its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorizationon an “as-is, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably requestwhere-is” basis. If the Membership Interest purchasing Member fails to complete the purchase on or before the Closing Date (other than as a result of any Member is purchased pursuant to this Section 10.4(cthe selling Member’s default), then, effective as of then (i) the closing for Deposit deposited by the purchasing Member shall be forfeited by the purchasing Member and shall be paid over to the selling Member by the institution holding such purchase, Deposit; (ii) the selling Member shall withdraw have one hundred twenty (120) days to elect to become the purchasing Member and purchase the other Member’s Membership Interest at ninety percent (90%) of the Applicable Price or the Responding Member’s Purchase Price (as applicable); and (iii) such defaulting Member may be stripped of certain rights, powers and/or authority as expressly set forth in this Agreement (including, without limitation, such defaulting Member’s removal as Managing Member). All closings shall be conducted through an escrow agreement established by the Members with a Member andtitle insurer, if applicable, Manager, and shall take place at the office of the Company. Each Member shall pay one-half of the cost of escrow, together with all of its own attorney’s fees incurred in connection with such buy-sell transaction; provided, however, that any exit fees, prepayment fees and/or other loan costs required to be paid by the Company for debt held by the company prior to the Closing Date and incurred as the direct result of such buy-sell transaction shall be paid by the purchasing Member (otherwise such fees, costs and/or expense shall be funded by the Members pro rata based on their respective Participation Percentage as of the date prior to the buy-sell transaction); provided further, that any and all fees, costs and/or expenses in connection with any financing, refinancing or otherwise incurred on or after the Closing Date shall be borne solely by purchasing Member. Either Member purchasing an interest under this Section 10.3 may assign its rights, in the whole or in part, to any Affiliate of such Member (or any other entity for which such Member has an ownership in), provided that no assignment shall relieve the purchasing party from any liability or obligation with respect to such purchase. (c) In connection with the closing of any such withdrawal purchase of the selling Member’s Membership Interest under this Section 10.3, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either shall, as a condition to any such buy-sell transaction, (i) cause the selling Member to be released from any and all guarantees or indemnities entered into by issued on behalf of the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or and (ii) cause a creditworthy affiliate the outstanding amount (including interest accrued thereon) of the purchasing any Deficit Loan and/or Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under Loan of such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do sobe paid in full. If the purchasing Member defaults in the performance For avoidance of its obligations under this Section 10.4doubt, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount shall have no obligation to make any Capital Contributions to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 Company from and with an extra sixty (60) days (from after the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedyClosing Date. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. If the Dispute involves the resolution of the approval of any Major Decision set forth in clauses (a) Either MCG, on or (s) of the one hand, or the Manager and the Keystone Investor (acting togetherdefinition of Major Decision which is not resolved in accordance with Section 11.11(a), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth then either Member (in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4such capacity, the Manager "Proposing Member"), may deliver a written notice ("Buyout Notice") to the Company and Keystone Investor shall be considered one Member. (b) Any Member which intends to exercise its buy/sell option hereunder (the “Notifying Member”) shall first give notice of its intent to the other Member (the “Buy/Sell Notice”"Receiving Member") which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4stating that, (2) contain a statement of at the aggregate dollar amount which Receiving Member's option, the Notifying Receiving Member is willing to pay in cash for may either sell all of the assets Receiving Member's Membership Interests to the Proposing Member or purchase all of the Company, free and clear of all liabilities and obligations relating thereto (Proposing Member's Membership Interest for the “Specified Valuation Amount”) as of cash price set forth in the date of the Buy/Sell Buyout Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the . Upon delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to Buyout Notice, the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option 's right to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell deliver a Buyout Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such disputesuspended. (ci) The Receiving Member shall give shall, within 10 Business Days after receipt of the Buyout Notice, deliver written notice (the “Election Notice”"Buyout Response") to the Notifying Proposing Member stating whether it will sell all of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (Membership Interests to the “30 Day Period”)Proposing Member or purchase all of the Proposing Member's Membership Interests for the price set forth in the Buyout Notice. If the Receiving Member does not send its Election timely deliver a Buyout Response, the Proposing Member shall have the right to make the election to purchase the Receiving Member's Membership Interests or sell the Proposing Member's Membership Interests to the Receiving Member for the purchase price set forth in the Buyout Notice. If the Proposing Member does not timely deliver such election within 10 Business Days after the date on which the Buyout Response was due, the Buyout Notice within such 30 Day Period, such Receiving Member(s) shall expire and neither Member shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under or sell the Membership Interests purchase to this Section 10.4(c11.11(d) shall fix without the issuance of a closing date not later than sixty (60) days following the earlier new Buyout Notice in accordance with this Section 11.11(d). The purchase and sale of the date of the Membership Interests shall be completed as soon as reasonably practicable after delivery of the Election Notice Buyout Response or the Proposing Member's election, as applicable, and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) Members and the Company shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer take all actions and execute all documents reasonably required to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for consummate such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay continue its own legal, accounting performance as a Member until the purchase and other consultant fees and expenses in connection with consummating a transaction sale under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member11.11(d) has been completed. (dii) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of procedure set forth in this Section 10.4 following 11.11(d) shall be the failure exclusive remedy for resolving any deadlock regarding a Dispute over the approval of a Major Decision set forth in clauses (a) or (s) of the selling Member definition of Major Decision, provided, that the Members shall have the right to execute, acknowledge and deliver continue good faith negotiations regarding such instruments as and when required herein, deadlock after written request to do sodelivery of a Buyout Notice. If the purchasing Member defaults in the performance Members reach a resolution of its obligations under this Section 10.4, the selling Member maysuch deadlock after delivery of a Buyout Notice or Buyout Response, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii)applicable, then the amount Proposing Member or the Receiving Member, as applicable, shall cancel the Buyout Notice. During any period in which a deadlock continues, the Members shall continue to be received by operate the selling Member Company in good faith and to the best of their abilities consistent with past practices and the Annual Operating Budget. If no Buyout Notice is delivered, the Members shall be increased by try to resolve the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount deadlock issue pursuant to be received by the selling Member shall be decreased by the amount of such excessgood faith negotiations.

Buy-Sell. (a) Either MCGWith the consent of Lender, on at any time from and after four (4) years from the one handEffective Date, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any either Member which intends to exercise its buy/sell option hereunder (the “Notifying MemberOfferor”) shall first may give notice of its intent to the other Member (the “Offeree”) a written notice in accordance with the requirements of Section 13.2 (a “Buy/-Sell Notice”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement stating the Offeror’s determination of the aggregate dollar amount which the Notifying Member is willing to pay in cash price for all of the assets of the CompanyCompany if the Company was sold to a third party purchaser for fair market value, as determined by a qualified independent real estate appraiser with an MAI designation, selected by the Offeror (without application of any lack of marketability or minority interest discounts), free and clear of all liabilities and obligations relating thereto liabilities, (the “Specified Valuation Buy-Sell Price”), and stating that the Offeror will either (i) pay to the Offeree in exchange for all the Offeree’s Interest an amount (the “Offer Amount”) as equal to the cash amount that the Offeree would have received in respect of the Offeree’s Interest pursuant to Section 8.2, net of the Transfer Expenses, in the event of a Capital Transaction of the type described in Section 10.1(a) above on the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/-Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect for a sales price equal to the Project Buy-Sell Price or (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (Aii) sell its entire Membership all the Offeror’s Interest to the Notifying Member Offeree in exchange for an amount (the “Selling Amount”) equal to the cash amount Offeror would have received pursuant to Section 8.2, net of the Receiving Member would be entitled to receive if Transfer Expenses, in the Company sold all event of its assets for a Capital Transaction of the Specified Valuation Amount type described in Section 10.1(a) above on the date of delivery of the Buy/-Sell Notice for a sales price equal to the Buy-Sell Price. The Offer Amount and Selling Amount shall be calculated by the Offeror and included in the Buy-Sell Notice. In the event that the Offeree does not agree with the Offer Amount or Selling Amount contained in the Buy-Sell Notice and immediately thereafter provides written notice to the Company paid all liabilities Offeror of such disagreement within three (3) Business Days after its receipt of the Buy-Sell Notice, then the Offer Amount and obligations Selling Amount shall be re-calculated by an Independent Accountant acting on behalf of the Company within three (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions3) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation Business Days of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest issuance of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the a subsequent Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day PeriodSecond Buy-Sell Notice”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs such accountant shall be allocated equally between notify both the Members. Each Member shall pay its own legal, accounting Offeror and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition Offeree of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make amounts in writing upon such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedycalculation. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. (a) Either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, Neither Borrower nor any Affiliate of Borrower shall have the right and the option to implement the consummate a buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any Member which intends to exercise its buy/sell option hereunder (the “Notifying Member”) shall first give notice of its intent to the other Member (the “Buy/Sell Notice”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or transaction with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest Asset pursuant to the Notifying Member for an amount equal Co-Lender Agreement, under which Borrower or such Affiliate is the buyer, unless prior to the amount the Receiving Member would be entitled to receive if the Company sold all consummation of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described transaction: Borrower or such Affiliate either (i) pledges its additional purchased interest in the remaining provisions Underlying Loan (the “Additional Underlying Loan Interest”) to Lender pursuant to pledge and collateral assignment documentation acceptable to Lender and executes and/or delivers with respect to such Additional Underlying Loan Interest all of this Section 10.4 the documents required pursuant to Schedule 5 attached hereto, or (ii) executes a letter agreement with Lender pursuant to which Borrower or such Affiliate agrees that, with respect to its Additional Underlying Loan Interest, it will not exercise any voting or consent rights, which letter shall no longer apply unless be in form and until the substance acceptable to Lender. Upon consummation of such a buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If transaction, Borrower may prepay the Receiving Member disputes the Notifying Member’s statement entire Loan (without payment of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of Exit Fee provided such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days prepayment of the Buy/Sell Notice Loan is made within ninety (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (6090) days following the earlier acquisition by Borrower or such Affiliate of the date Additional Underlying Loan Interest, but with payment of the delivery Exit Fee if such prepayment of the Election Notice and Loan occurs after the expiration end of such 30 Day Period ninety (which 90) day period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) unless payment of the purchase price (Exit Fee is otherwise not then required under the “Deposit”) terms of this Loan Agreement). If Borrower or any applicable Affiliate thereof subsequently sells any such additional purchased interest in the escrow established for the closing Underlying Loan to a bona-fide purchaser, who is not an Affiliate of the sale. At such closingBorrower, the selling Member shall Transfer (A) any pledge and lien thereon granted to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased Lender pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either clause (i) cause the selling Member to above shall be released from any guarantees or indemnities entered into by the selling Member Lender in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the subsequent sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Memberinterest, at Borrower’s Membership Interest under this Section 10.4 sole cost and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excessexpense, and (B) if from and after the amount determined under date of any such sale of such interest, any letter agreement delivered by Borrower or its Affiliate pursuant clause (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member above shall be decreased by the amount terminated and of such excessno further force or effect.

Buy-Sell. (a) Either MCGAny time after the date that is twenty-four (24) months after Completion of the Project, on either Woodfield or CNL may make an offer to purchase the one hand, other’s Entire Interest or the Manager and the Keystone Investor sell its Entire Interest for such purchase price (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor which shall be considered one Member. (bpayable in cash at the closing of any such transaction) Any and on such terms as such Member which intends to exercise its buy/sell option hereunder (the “Notifying MemberProposer”) shall first give may propose in a notice of its intent (the “Sale Proposal”) to the other Member (the “Buy/Sell NoticeResponding Member”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, Sale Proposal shall include a statement as to the total purchase price for the Property that formed the basis for the stated purchase price for each Entire Interest. (b) Within forty-five (45) days after receiving a copy of the Buy/Sell Notice Sale Proposal, the Responding Member shall notify the Proposer: (“Receiving Member”), shall have i) that the option Responding Member is agreeable to either: (A) sell the sale of its entire Membership Entire Interest to the Notifying Proposer in accordance with the terms set forth in the Sale Proposal; or (ii) that the Responding Member for elects to purchase the Entire Interest of the Proposer at the Reply Price (as defined below) determined in accordance with Section 10.8 and otherwise in accordance with the terms set forth in the Sale Proposal, as modified in accordance with Section 10.8(a). Such notification shall be accompanied by a deposit in an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer amount payable to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased Proposer pursuant to this Section 10.4(c10.7(b)(ii) (such amount, together with any interest earned thereon, being hereinafter called the “Responding Member’s Buy-Sell Deposit”), then, effective as which amount shall be non-refundable unless the purchase and sale pursuant to this Section 10.7(b)(ii) does not close due to the default of the Proposer. Notice of election to purchase shall be addressed to the Proposer and shall set forth the time and place of closing for such purchasewhich, unless otherwise agreed, shall be at the selling Member shall withdraw as a Member and, if applicable, Manager, office of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either during usual business hours within sixty (i60) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or days after the date of the sale pursuant to an indemnification agreement reasonably acceptable to giving of the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction notice of election under this Section 10.4(c10.7(b)(ii), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. A party electing to proceed hereunder (aalso, “Offeror”) Either MCG, on with respect to the one hand, or undivided interest of a Co-Tenant in the Manager and the Keystone Investor Property (acting together), on the other hand, a “Co-Tenancy Interest “) shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. by giving written notice thereof (b“Buy-Sell Election Notice “) Any Member which intends to exercise its buy/sell option hereunder (the “Notifying Member”) shall first give notice of its intent to the other Member Co-Tenant or Co-Tenants (also, “Offeree”), setting forth the “Offeror's offer either (at Offeree's election, as hereinafter set forth) to purchase the Offeree's Co-Tenancy Interest or to sell to the Offeree the Offeror's Co-Tenancy Interest. In the event that Stonehenge is the Offeror, it must give the Buy/-Sell Notice”Election Notice to both BR1 and BR2, and both BR1 and BR2 shall constitute the Offeree. The Buy-Sell Election Notice shall: (i) which specify that the Buy/-Sell Notice shall (1) contain a statement of irrevocable intent is an offer to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for purchase all of the assets Offeree's Co- Tenancy Interest, or to sell to the Offeree all of the CompanyOfferor' s Co-Tenancy Interest; (ii) specify the Buy-Sell Price applicable to the entire Property (hereinafter defined); (iii) specify the assumptions upon which the Buy-Sell Price is based and how transaction costs that are required to be paid by applicable law or contract in connection with such Buy-Sell (e.g., free transfer taxes) are to be allocated between the Selling Party and clear of Purchasing Party (as defined below), but only to the extent that local custom does not allocate such costs; provided, however, any loan which constitutes a lien on the Property (including the Loan) shall be .treated as if being assumed rather than paid off at such closing and the assumption fees shall be paid by the Purchasing Party, and legal fees, consultant fees, brokerage commissions and any and all liabilities due diligence costs and obligations relating thereto expenses (including, without limitation, title, survey, and title insurance premiums) incurred by a Co-Tenant shall be borne solely by such Co-Tenant; and (iv) state the “Specified Valuation Amount”date for Closing, which shall be not more than ninety (90) as of days following the date of the Buy/-Sell Election Notice, (3) disclose all material liabilities and potential material liabilities of . “Buy-Sell Price” shall mean the Company actually known gross asset value attributed to the Notifying Member Property and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the included in a Buy/-Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. (a) Either MCGAt any time from and after the Purchase Option Termination Date, provided Sunrise has not exercised the Sunrise Purchase Option on the one handor before such Purchase Option Termination Date, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any either Member which intends to exercise its buy/sell option hereunder (the “Notifying MemberOfferor”) shall first may give notice of its intent to the other Member (the “Offeree”) a written notice in accordance with the requirements of Section 13.2 (a “Buy/-Sell Notice”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement stating the Offeror’s determination of the aggregate dollar amount which the Notifying Member is willing to pay in cash price for all of the assets of the CompanyCompany if the Company was sold to a third party purchaser for fair market value, free and clear of all liabilities and obligations relating thereto liabilities, (the “Specified Valuation Buy-Sell Price”), and stating that the Offeror will either (i) pay to the Offeree in exchange for all the Offeree’s Interest an amount (the “Offer Amount”) as equal to the cash amount that the Offeree would have received in respect of the Offeree’s Interest pursuant to Section 8.2, net of the Transfer Expenses, in the event of a liquidating Capital Transaction on the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/-Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect for a sales price equal to the Project Buy-Sell Price or (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (Aii) sell its entire Membership all the Offeror’s Interest to the Notifying Member Offeree in exchange for an amount (the “Selling Amount”) equal to the cash amount Offeror would have received pursuant to Section 8.2, net of the Receiving Member would be entitled to receive if Transfer Expenses, in the Company sold all event of its assets for the Specified Valuation Amount a liquidating Capital Transaction on the date of delivery of the Buy/-Sell Notice for a sales price equal to the Buy-Sell Price. The Offer Amount and immediately thereafter the Company paid all liabilities and obligations Selling Amount shall be calculated by an independent accountant acting on behalf of the Company within three (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions3) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation Business Days of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date issuance of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/-Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject such accountant to Section 10.6, distributed notify both the net proceeds Offeror and any other Company assets to each Member in liquidation Offeree of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of writing upon such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such disputecalculation. (cb) The Receiving Member Offeree shall give written notice (the “Election Notice”) to the Notifying Member have a period of its election under Section 10.4(b) within thirty (30) days after receiving such its receipt of the Buy/-Sell Notice within which to give the Offeror written notice in accordance with the requirements of Section 13.2 (the “30 Day PeriodReply Notice”)) whether the Offeree shall (i) sell its Interest to the Offeror for the Offer Amount or (ii) buy the Offeror’s Interest for the Selling Amount. If In the Receiving Member does event that the Reply Notice is not send its Election Notice within such 30 Day Periodso given prior to the expiration of the thirty (30) day period, such Receiving Member(s) the Offeree shall be deemed conclusively to have elected accepted the offer to sell its entire Membership InterestInterest to the Offeror for the Offer Amount. The Member obligated to purchase under this Section 10.4(cWithin ten (10) shall fix a closing date not later than sixty (60) days following Business Days after the earlier receipt or deemed receipt of the date Reply Notice, the purchaser of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount cash deposit to the price that would otherwise have been applicable selling party. (c) Closing of the Transfer of the Offeror’s or Offeree’s Interest in accordance with the Offeree’s election will take place within one hundred twenty (120) days after receipt or deemed receipt by the Offeror of the Reply Notice, unless the selling and the purchasing party mutually agree to an acquisition earlier closing date (the “Buy/Sell Closing Date”). At the closing, the selling Member (the “Buy/Sell Seller”) shall transfer its Interest free and clear of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from all Liens in consideration of its receipt by wire transfer of the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise purchase price on the terms described and conditions set forth in this Section 10.412.4 below. If the selling Should either Member defaultsdefault in its obligation to close when it is obligated to do so, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by defaulting purchasing party shall forfeit the selling Member between the date of the Buy/Sell Notice and the date of the Closingdeposit, and (ii) the aggregate amount defaulting Member shall have no further ability to invoke the provisions of all distributions of capital made to this Section 12.1 and (iii) the selling non-defaulting Member during such period pursuant to Section 7. If (A) shall have the amount determined under right to buy the defaulting Member’s Interest for a Buy-Sell Price that shall be reduced by ten percent (i) exceeds the amount determined under (ii10%), then which right shall continue for a period of thirty (30) days following the amount to be received by default of the selling Member shall be increased by the amount of such excess, defaulting purchasing party and (B) if shall be entitled to specific performance of such obligation. If the amount determined under non-defaulting Member exercises the right set forth in the foregoing clause (ii) exceeds the amount determined under (iiii), then the amount closing of the purchase of the defaulting Member’s Interest shall occur subject to be received by and in accordance with the selling Member shall be decreased by the amount provisions of such excessSection 12.4.

Buy-Sell. (a) Either MCGIn the event the TriBridge Member and BR Member are deadlocked and are unable to agree unanimously on any Major Decision, on the one hand, or the Manager and the Keystone Investor TriBridge Member and BR Member are unable through good faith and the exercise of their reasonable efforts to break such deadlock for a period of fifteen (acting together), on 15) days following notice from such Member to the other handMember that a deadlock exists with regard to a Major Decision, the deadlock may be broken by the invocation of the provisions of this Section 12.06; provided, however, except as otherwise provided in Section 6.05, this Section 12.06 may be invoked if and only if such deadlock occurs after the second (2nd) anniversary of the first date upon which the Project achieves Project Stabilization. Prior to invoking the provisions of this Section, the TriBridge Member and BR Member shall have in good faith meet within fifteen (15) days of such deadlock, and use their reasonable efforts to resolve any disagreements regarding any Major Decision. As used in this Section 12.06, “deadlock” shall mean the right inability of the TriBridge Member and the option BR Member to implement unanimously agree with respect to a Major Decision. (b) Either Member may initiate the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any Member which intends to exercise its buy/sell option hereunder by providing a written notice (the “Notifying MemberValue Notice”) shall first give notice of its intent to the other Member (the “Buy/Sell Notice”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof)Member. The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until initiates the buy/sell procedures are re-initiated in accordance with Sections 10.4 procedure, is referred to herein as the “Offeror.” The Member who receives the Value Notice is referred to herein as the “Offeree.” The Value Notice shall include an offer by the Offeror to purchase all (and 10.5. If the Receiving Member disputes the Notifying Member’s statement not less than all) of the Membership Interest(s) owned by the Offeree and an offer by the Offeror to sell all (and not less than all) of the Membership Interest(s) owned by the Offeror to the Offeree, based upon an amount payable to each Member based on representing the Specified Valuation Amount Offeror’s estimate of the gross sales price at which the Project would be sold (there the “Stated Amount”), and which shall be no right to challenge used in the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days calculations of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report purchase price of the resolution of such disputeMembership Interest(s) pursuant to Section 12.06(e). (c) The Receiving Member Offeree shall give have thirty (30) days from its receipt of the Value Notice to provide a written notice (the “Election Notice”) to the Notifying Member Offeror stating either that the Offeree will sell all (and not less than all) its Membership Interest(s) to the Offeror or that the Offeree will purchase all (and not less than all) the Offeror’s Membership Interest(s) at the purchase price referenced in Section 12.06(b) hereof. If the Offeree fails to give a timely Election Notice, the Offeree shall be deemed to have elected to sell all (and not less than all) its Membership Interest(s) to the Offeror. The Election Notice shall specify the date of its election under Section 10.4(b) within closing (the “Buy-Sell Closing Date”), which date shall be at least thirty (30) days after receiving the giving of the Election Notice, but in any event not later than the ninetieth (90th) day after such Buy/Sell Notice (the “30 Day Period”)notice. If the Receiving Member does not send its Offeree fails to provide an Election Notice within such 30 Day PeriodNotice, such Receiving Member(s) the Buy-Sell Closing Date shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty held on the first Business Day which is at least ninety (6090) days following after the earlier giving of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing MemberValue Notice. (d) The selling Member hereby irrevocably constitutes and appoints (or Members) that finally becomes obligated to sell its or their Membership Interest(s) is sometimes referred to herein collectively as the purchasing “Seller.” The Member as its attorney-in-fact that finally becomes obligated to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce purchase the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing other Member’s loss of rights described below), either (ior Members’ Membership Interest(s) retain is sometimes referred to herein as the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy“Buyer.” (e) Notwithstanding anything The aggregate purchase price for the Seller’s Membership Interest(s) pursuant to this Section 12.06 shall be that amount which would be distributed to the contrary Seller pursuant to Section 9.01 above (after giving effect to all applicable provisions of this Agreement, but after liquidating all Reserves then existing and without establishing any additional Reserves) if all of the property then held by the Borrower were sold on the Buy-Sell Closing Date for a gross sales price equal to the Stated Amount and all liabilities and obligations of the Borrower were satisfied from the proceeds from such sales price and any remaining proceeds were distributed to the Members in accordance with Section 9.01. No Member shall be entitled to any sales fee or commission if either Member exercises the buy/sell procedure set forth in this Section 10.412.06. (f) The closing of a purchase of Membership Interest(s) pursuant to this Section 12.06 shall be held on the Buy-Sell Closing Date, subject to the terms and conditions specified herein. (g) As of the effective date of any transfer of a Membership Interest(s) pursuant to this Section 12.06, the amount Buyer shall assume all obligations of the Seller with respect to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determinedso transferred, as including any liability of the Seller or any Affiliate thereof with respect to any Company liabilities. Upon such transfer, the Seller’s rights and obligations under this Agreement shall terminate with respect to such transferred Membership Interest, except as to indemnity rights of such Member under this Agreement attributable to acts or events occurring prior to the effective date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excesstransfer.

Buy-Sell. (a) Either MCGAny time after the date that is twenty-four (24) months after Completion of the Project, on either Crescent or CNL may make an offer to purchase the one hand, other’s Entire Interest or the Manager and the Keystone Investor sell its Entire Interest for such purchase price (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor which shall be considered one Member. (bpayable in cash at the closing of any such transaction) Any and on such terms as such Member which intends to exercise its buy/sell option hereunder (the “Notifying MemberProposer”) shall first give may propose in a notice of its intent (the “Sale Proposal”) to the other Member (the “Buy/Sell NoticeResponding Member”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, Sale Proposal shall include a statement as to the total purchase price for the Property that formed the basis for the stated purchase price for each Entire Interest. (b) Within forty-five (45) days after receiving a copy of the Buy/Sell Notice Sale Proposal, the Responding Member shall notify the Proposer: (“Receiving Member”), shall have i) that the option Responding Member is agreeable to either: (A) sell the sale of its entire Membership Entire Interest to the Notifying Proposer in accordance with the terms set forth in the Sale Proposal; or (ii) that the Responding Member for elects to purchase the Entire Interest of the Proposer at the Reply Price (as defined below) determined in accordance with Section 10.8 and otherwise in accordance with the terms set forth in the Sale Proposal, as modified in accordance with Section 10.8(a). Such notification shall be accompanied by a deposit in an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer amount payable to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased Proposer pursuant to this Section 10.4(c10.7(b)(ii) (such amount, together with any interest earned thereon, being hereinafter called the “Responding Member’s Buy-Sell Deposit”), then, effective as which amount shall be non-refundable unless the purchase and sale pursuant to this Section 10.7(b)(ii) does not close due to the default of the Proposer. Notice of election to purchase shall be addressed to the Proposer and shall set forth the time and place of closing for such purchasewhich, unless otherwise agreed, shall be at the selling Member shall withdraw as a Member and, if applicable, Manager, office of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either during usual business hours within sixty (i60) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or days after the date of the sale pursuant to an indemnification agreement reasonably acceptable to giving of the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction notice of election under this Section 10.4(c10.7(b)(ii), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. (a) Either MCG12.1 The Members shall endeavor to consult and cooperate in good faith, on to maximize the one handpotential of the Project. In the event of any material default hereunder by a Member, or any deadlock or dispute between the Manager and Members as to a matter requiring their unanimous consent hereunder which cannot be reasonably resolved, either Member may invoke the Keystone Investor following buy-sell (acting together), on “Buy-Sell”) agreement: Either Member may give written notice to the other handthat it desires to invoke the Buy-Sell, which notice shall set the date of a meeting to be held no sooner than 15 nor later than 30 days thereafter. At the meeting, which shall be held in the presence of one or more neutral third parties, each Member shall deliver a sealed envelope, in which shall be contained in writing a statement of the sum for which the delivering Member is willing to purchase the Membership Interest of the other Member. The statement shall set forth the offered purchase price for each one percent (1%) of the Percentage Interest to be purchased. At the meeting the envelopes shall be opened. The Member who has offered the highest purchase price (for each one percent of the total Percentage Interest to be purchased) shall have the right to purchase the Membership Interest of the other Member at such higher price on the following terms and conditions: The purchasing Member shall purchase the option Membership Interest of the other Member for cash, to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any Member which intends to exercise its buy/sell option hereunder (the “Notifying Member”) shall first give notice of its intent paid to the other Member (the “Buy/Sell Notice”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”)meeting in which the envelopes are opened. A purchasing Member shall be entitled to credit against the purchase price for the outstanding principal and interest of any loans which it has made to the other Member, under Section 3.3 of this Agreement or otherwise. If the Receiving purchasing Member does not send its Election Notice consummate the purchase of the other Member’s Membership Interest within such 30 Day Periodthirty (30) days, such Receiving Member(sthe other Member may elect (a) shall to enforce the purchasing Member’s purchase obligation by an action for specific performance to be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not brought no later than sixty (60) days following after the earlier meeting in which the envelopes are opened, or (b) to purchase the Membership Interest of the date of defaulting purchasing Member on the delivery of same terms and conditions as set forth above (with the Election Notice and thirty (30) day purchase period commencing on the expiration of such 30 Day Period thirtieth (30th) day after the meeting in which period may be extended if lender approval, if required, has not been obtained by such datethe envelopes are opened) and shall deposit five for a purchase price equal to eighty percent (580%) (for each one percent (1%) of the Percentage Interest to be purchased) of the price at which the defaulting purchasing Member was entitled to purchase the other Member’s Membership Interest for. For purposes of this Section 12.1 (but not for any other purpose under this Agreement) a failure of a Member to deliver a Capital Contribution required under this Agreement shall be a “material default” if the aggregate of all Capital Contributions which such Member has failed to contribute is equal to or greater than Two Hundred Thousand Dollars ($200,000.00). If the envelopes, when opened, reveal that the Members have bid the exact same amount (for each one percent (1%) of Percentage Interest), the meeting shall be reconvened every two (2) days, and the procedure shall be followed at each reconvened meeting, until such time as the Members’ bids set forth a different price for each one percent (1%) of the “Deposit”) Percentage Interest to be purchased. The provisions of Section 12.1 of the operating agreement of Mountain Falls contain a buy-sell agreement and procedure similar to the foregoing. The Members agree and acknowledge that, if the buy-sell procedure contained in the escrow established operating agreement of Mountain Falls is utilized by the members of Mountain Falls for any reason, the closing member of Mountain Falls entitled to purchase the membership interest of the sale. At such closing, other member of Mountain Falls shall have the selling Member shall Transfer right to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If purchase the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted other Member of the CompanyCompany for its “Fair Option Price,” as defined in and determined pursuant to Section 8.6 of this Agreement. In addition, it The purchase price shall be a condition of such sale that the purchasing Member either payable in cash, within ninety (i90) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or days after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do soFair Option Price is determined. If the purchasing Mountain Falls member defaults, such that the other member is entitled pursuant to the Mountain Falls operating agreement to purchase its membership interest for 80% of the final purchase price as set forth in Section 12.1 of the Mountain Falls operating agreement, then such Member defaults in shall have the performance of its obligations under this Section 10.4, right to purchase the selling Member may, as its exclusive remedy (except for the purchasing other Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest interest in the Company shall be adjusted as follows: There shall be determined, as for 80% of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excessFair Option Price.

Buy-Sell. (a) Either MCG, Commencing on the one handthird (3rd) anniversary of the Effective Date, or and at any time thereafter, and from time to time, at the Manager and option of any Member (a "Buy/Sell Offeror Member") may give written notice to any other such Member (the Keystone Investor (acting together"Buy/Sell Offeree Member"), on specifying the other handcash price (the "Buy/Sell Offered Price") that the Buy/Sell Offeror Member is willing to pay the Buy/Sell Offeree Member for all, but not less than all, of such Buy/Sell Offeree Member's Membership Interests, which price shall have represent the right and Buy/Sell Offeror Member's value of the option to implement total equity of the buyCompany (the "Total Assets Value"), multiplied by Buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Sell Offeree Member's percentage Membership Interests. (b) Any Member which intends to exercise its buy/sell option hereunder (the “Notifying Member”) shall first give notice of its intent to the other Member (the “The Buy/Sell Notice”Offeree Member shall have thirty (30) which days from the date of its receipt of the Buy/Sell Notice shall Offeror Member's notice within which to notify the Buy/Sell Offeror Member in writing either that (1i) contain a statement the Buy/Sell Offeree Member agrees to buy all of irrevocable intent Buy/Sell Offeror Member's Membership Interests at the price specified in Buy/Sell Offeror Member's notice, or (ii) the Buy/Sell Offeree Member agrees to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for sell all of the assets Buy/Sell Offeree Member's Membership Interests to the Buy/Sell Offeror Member at the price specified in Buy/Sell Offeror Member's notice (adjusted for percentage of Membership Interests owned). If the Buy/Sell Offeree Member shall not specify to the Buy/Sell Offeror Member which alternative such Buy/Sell Offeree Member has elected within such thirty (30) days, the Buy/Sell Offeree Member shall be deemed to have accepted the Buy/Sell Offeror Member's offer to purchase the Buy/Sell Offeree Member's Membership Interests as set forth in the Buy/Sell Offeror Member's notice. (c) The purchase and sale of such Membership Interests under this Section 7.17 shall close at the offices of the Company, free and clear Company on the next Business Day after the expiration of all liabilities and obligations relating thereto sixty (the “Specified Valuation Amount”60) as of days after the date of the Buy/Sell Notice, Offeree Member's notice (3) disclose or such other date as may be agreed by the Buy/Sell Offeror Member and Buy/Sell Offeree Member). The price shall be paid in Cash on the Closing date. At the Closing the buying Member shall indemnify the selling Member with respect to all material liabilities and potential material liabilities of the Company actually known to and its Subsidiaries from and after the Notifying Member Closing Date, and (4) disclose in the terms and details of any discussion, offer, contract, similar agreement or documents event that the Notifying selling Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), its affiliated Manager shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and guaranteed any obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a any Subsidiaries to any third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c)person, then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member andcondition precedent to the closing, if applicable, Manager, of at the Company. In connection with any such withdrawal election of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% deliver to the selling Member and 50% to its related Principals a novation and release of such guaranties from the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to executethird person in who’s favor such guaranties were provided, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If provide the selling Member defaults, and its related Principals with the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as personal indemnification of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling buying Member between the date of the Buy/Sell Notice and the date of the Closing, its Principals and (ii) the aggregate amount of all distributions of capital made Control persons with respect to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excessguaranties.

Buy-Sell. (ai) Either MCGWithin thirty (30) days after the expiration of the Resolution Period, on the one handas to Deadlocked matters, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any any Member which intends to exercise its buy/sell option hereunder (the “Notifying Initiating Member”) shall first may give a written notice of its intent (a “Buy-Sell Notice”) to the other Member (the “Buy/Sell NoticeNon-Initiating Member”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which value established by the Notifying Initiating Member is willing to pay in cash for all of the assets of interests in the Company, free and clear determined in the sole discretion of all liabilities and obligations relating thereto the Initiating Member (the “Specified Valuation AmountCompany Value”), which shall constitute both an irrevocable and non-assignable offer to purchase (“Purchase Offer”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financierless than all) of or with respect to the Project (or any portion thereof). The other Member, after receiving ownership interest owned by the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying Non-Initiating Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations product of the Company (whether or not such liabilities and/or obligations were listed in Value multiplied by the Buy/Sell Notice)Non-Initiating Member’s ownership percentage, and deducted customary closing costs an irrevocable and non-assignable offer to sell (excluding brokerage fees and commissions“Sell Offer”) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation all of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest ownership interest of the Notifying Initiating Member to the Non-Initiating Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations product of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved Value multiplied by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Initiating Member’s statement of the amount payable to each ownership percentage. The Non-Initiating Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within have thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given receipt of a Buy-Sell Notice to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give elect, by written notice (the an “Election Acceptance Notice”) to the Notifying Initiating Member, to accept either the Purchase Offer or the Sell Offer, and in the event the Non- Initiating Member fails to issue an Acceptance Notice, the Non-Initiating Member shall be deemed to have accepted the Purchase Offer. (ii) The terms of its election under any purchase and sale of Member ownership interest(s) pursuant to this Section 10.4(b7.02(b) within shall be cash payable at closing, with closing to occur on a date mutually agreed upon by the Initiating Member and the Non-Initiating Member, which shall in no event be earlier than thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not nor later than sixty (60) days following after the earlier due date for issuance of the date of Acceptance Notice by the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price Non-Initiating Member (the “DepositRequired Closing Date”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other failing any such agreement the closing costs shall occur on the Required Closing Date, or if the Required Closing Date is not a Business Day, on the next Business Day after the Required Closing Date. The foregoing notwithstanding, the Required Closing Date for any such transaction may be delayed by notice from either the Initiating Member or a Non-Initiating Member for such period of time as is required to accommodate any necessary approval or non-objection by any governmental agency having jurisdiction including, without limitation, under the Public Utility Holding Company Act of 1935, which approval or non-objection shall be allocated equally between applied for promptly and prosecuted diligently. Upon the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other consummation of any closing costs shall be allocated 50% pursuant to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure 7.02(b), any Member, all of whose ownership interest has been sold shall automatically be deemed a departing member (a “Departing Member”). (iii) Any indebtedness of the selling Company to any Departing Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of which sells its obligations ownership interest under this Section 10.47.02, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount and any indebtedness to the price that would otherwise have been applicable to an acquisition Company of such Member’s Membership Interest any Departing Member which sells its interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to 7.02 shall be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of cash at the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. At any time on or after April 25, 2013, any Initial Member (a) Either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any Member which intends to exercise its buy/sell option hereunder (the a “Notifying Member”) has the right (the “Buy/Sell Right”) to give written notice to the non-notifying Initial Members (each a “Non-Notifying Member”) to require that the Non-Notifying Members (x) buy all, but not less than all, of the Percentage Interest of the Company of the Notifying Member or (y) sell all, but not less than all, of the Non-Notifying Members’ Percentage Interest to the Notifying Member; provided, that no Member shall first give notice be entitled to exercise its Buy/Sell Right if, at the time of such Member’s election to so exercise, such Member is in default of any of its intent obligations hereunder and, provided, further, that if any member of Ink I (an “Ink I Notifying Member”), any member of Ink III (an “Ink III Notifying Member”), any member of Ink IV (an “Ink IV Notifying Member”), any member of Ink V (an “Ink V Notifying Member”), any member of Ink VI (an “Ink VI Notifying Member”) or any member of Ink VII (an “Ink VII Notifying Member”) has exercised its buy/sell right pursuant to Section 3.7 of the Ink I LLC Agreement (the “Ink I Buy/Sell Right”), Section 3.7 of the Ink III LLC Agreement (the “Ink III Buy/Sell Right”), Section 3.7 of the Ink IV LLC Agreement (the “Ink IV Buy/Sell Right”), Section 3.7 of the Ink V LLC Agreement (the “Ink V Buy/Sell Right”), Section 3.7 of the Ink VI LLC Agreement (the “Ink VI Buy/Sell Right”) or Section 3.7 of the Ink VII LLC Agreement (the “Ink VII Buy/Sell Right”), as applicable, the Member(s) that is an Affiliate of the Ink I Notifying Member, Ink III Notifying Member, Ink IV Notifying Member, Ink V Notifying Member, Ink VI Notifying Member or Ink VII Notifying Member, as applicable, shall be required to exercise its Buy/Sell Right hereunder at the same time. The Buy/Sell Right shall be exercised in accordance with the following provisions: (i) The Notifying Member shall deliver to the other Non-Notifying Member or Members, as the case may be, a written notice (the a “Buy/Sell Notice”) which (by both facsimile and certified mail) setting forth (A) its intention to exercise the Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4Right contained herein, (2B) contain a statement of the aggregate dollar amount which describing all oral or written offers, if any, received by the Notifying Member is willing during the previous twelve calendar months relating to pay in cash for the acquisition, financing or leasing of all or any portion of the assets Properties. On or before the 20th day following its receipt of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the a Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to each Non-Notifying Member may notify the Notifying Member and (4the “Election Notice”) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider whether it elects either (but not debt financieri) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Percentage Interest to the Notifying Member for an amount equal to the amount the Receiving Member that it would be entitled to receive if the Company had sold all of its assets for the Specified Valuation Amount (as defined below) on the closing date of the Buy/Sell Notice Right transaction, determined in accordance with Section 3.7(a)(iv) (the “Buy/Sell Closing Date”) and immediately thereafter the Company paid all of its liabilities in full and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets resulting from such sale to each Member in liquidation of the Company pursuant Members (a “Sell Notice”) or (ii) to Section 11 (any disputes regarding such amounts shall be resolved by buy the Approved Accountants); (B) purchase the entire Membership Percentage Interest of the Notifying Member for at an amount equal to the amount that the Notifying Member would be entitled to receive if the Company had sold all of its assets for the Specified Valuation Amount on the date Buy/Sell Closing Date and immediately thereafter paid all of its liabilities in full and distributed the net proceeds resulting from such sale to the Members (a “Buy Notice”). If a Non-Notifying Member fails to deliver an election notice within that time, it will be deemed to have delivered a Sell Notice. Notwithstanding the foregoing, a Non-Notifying Member shall make (and shall be required to make) the same election to buy or to sell under this Section 3.7(i) as such Non-Notifying Member’s Affiliates have made in respect of their Ink I Buy/Sell Right, Ink III Buy/Sell Right, Ink IV Buy/Sell Right, Ink V Buy/Sell Right, Ink VI Buy/Sell Right or Ink VII Buy/Sell Right, as applicable, such that in no event shall a Notifying Member hereunder be required to purchase pursuant to a Buy Notice or required to sell pursuant to a Sell Notice or a deemed Sell Notice, as applicable, unless, in each case, the corresponding Ink I Notifying Member, Ink III Notifying Member, Ink IV Notifying Member, Ink V Notifying Member, Ink VI Notifying Member and Ink VII Notifying Member are also required to purchase pursuant to buy notices delivered in accordance with the Ink I LLC Agreement, Ink III LLC Agreement, Ink IV LLC Agreement, Ink V LLC Agreement, Ink VI LLC Agreement and Ink VII LLC Agreement, or are also required to sell pursuant to sell notices delivered or deemed to be delivered in accordance with the Ink I LLC Agreement, Ink III LLC Agreement, Ink IV LLC Agreement, Ink V LLC Agreement, Ink VI LLC Agreement and Ink VII LLC Agreement, as applicable. (ii) Promptly after a Buy/Sell Notice is delivered, the Notifying Member and the Non-Notifying Member or Members, as the case may be, shall attempt to reach agreement on the value of the assets of the Company as of the Buy/Sell Notice Closing Date, free and immediately thereafter the Company paid clear of all liabilities (the “Valuation Amount”). Within fifteen (15) days after such Buy/Sell Notice is delivered, the Notifying Member on the one hand and obligations the Non-Notifying Member or Members, as the case may be, on the other hand shall submit to the other an estimate of the Company Valuation Amount. If the estimates vary by ten percent (whether 10%) or not less of the greater value, the Valuation Amount shall be determined by calculating the average of the two submitted values. In the event that either the Notifying Member on the one hand and the Non-Notifying Member or Members, as the case may be, on the other hand fail to submit an estimate within the required fifteen (15) day period and if such liabilities and/or obligations were listed failure continues for five (5) days after notice of such failure from the other, such failure shall be deemed for all purposes to constitute acceptance of the single estimate submitted in a timely fashion. If the two estimates vary by more than 10%, then such Members shall appoint HVS International or another independent, nationally recognized valuation expert mutually agreeable to such Members as an independent appraiser (the “Independent Appraiser”) to determine the Valuation Amount. The Independent Appraiser shall be instructed to determine the Valuation Amount at least fifteen (15) days prior to the Buy/Sell NoticeClosing Date, and the determination of the Independent Appraiser shall be final and binding upon the Members; provided that in no event shall the Valuation Amount as determined by the Independent Appraiser be less than the lowest estimate or greater than the highest estimate submitted by the Members pursuant to this Section 3.7(a)(ii). In connection with any valuation process, including the generation and submission of estimates to each other by the Members, (A) the Members shall consult with each other to determine what information shall be provided to the Independent Appraiser, (B) the Members shall provide the Independent Appraiser and the other Members full access during normal business hours to examine all pertinent books, records and files, agreements and other operating agreements, and (C) each Member shall provide the other Members with copies of any information, document, file, agreement or data concurrently with its provision to the Independent Appraiser. The fees and expenses of the Independent Appraiser shall be borne by the Company. In the event that the determination of the valuation amount for Ink I (the “Ink I Valuation Amount”), and deducted customary closing costs that would the valuation amount for Ink III (the “Ink III Valuation Amount”), the valuation amount for Ink IV (the “Ink IV Valuation Amount”), the valuation amount for Ink V (the “Ink V Valuation Amount”), the valuation amount for Ink VI (the “Ink VI Valuation Amount”) and/or the valuation amount for Ink VII (the “Ink VII Valuation Amount”) is to be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company determined by an independent appraiser pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement 3.7 of the amount payable Ink I LLC Agreement, the Ink III LLC Agreement, the Ink IV LLC Agreement, the Ink V LLC Agreement, the Ink VI LLC Agreement and/or the Ink VII LLC Agreement, as applicable, the Members shall appoint the same independent appraiser to each Member based on determine the Specified Ink I Valuation Amount, the Ink III Valuation Amount, the Ink IV Valuation Amount, the Ink V Valuation Amount, the Ink VI Valuation Amount, the Ink VII Valuation Amount (there shall be no right to challenge and the Specified Valuation Amount itself)hereunder, it and shall promptly provide notice instruct such Independent Appraiser to use the same methodology to determine the Ink I Valuation Amount, the Ink III Valuation Amount, the Ink IV Valuation Amount, the Ink V Valuation Amount, the Ink VI Valuation Amount, the Ink VII Valuation Amount and the Valuation Amount hereunder. (iii) If one or more of such dispute the Non-Notifying Members deliver or are deemed to have delivered a Sell Notice and one or more Non-Notifying Members deliver or are deemed to have delivered a Buy Notice, then the Notifying Member and each Non-Notifying Member that delivered a Sell Notice will sell their Percentage Interest to the Approved AccountantsNon-Notifying Member(s) that delivered a Buy Notice, and such Non-Notifying Members shall purchase such Percentage Interests pro rata based on the aggregate Percentage Interest represented by such Non-Notifying Members. Within five (5) Business Days after an election has been made under Section 3.7(a)(i), or, if later, three (3) Business Days after the final Valuation Amount is determined, the purchasing Member shall deposit with the selling Member a non-refundable xxxxxxx money deposit in an amount equal to 10% of the amount which dispute the Approved Accountants selling Member is entitled to receive for its Percentage Interest hereunder. Such deposit shall resolve within thirty (30) days be applied to the purchase price due to the selling Member at closing; provided, however, that if the purchasing Member should thereafter fail to consummate the transaction, such deposit shall be retained as liquidated damages by the selling Member, free of all claims of the acquiring Member, and the purchasing Member shall thereafter be permanently barred from initiating the exercise of the Buy/Sell Notice (which resolution shall include Right pursuant to this Section 3.7. The Members agree that damages would be suffered by the selling Member as a written report delivered result of any such default on the purchasing Member’s part, that such damages would be difficult or impossible to all Members specifying the calculations and assumptions underlying such resolutiondetermine, and shall be binding). Any such dispute shall stay that the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report amount of the resolution deposit represents a reasonable estimate of what such disputedamages would be. (civ) The Receiving Member closing date of the purchase and sale shall give written notice (be the “Election Notice”) to 90th day after the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its last Election Notice within was received or deemed received, (or if that day is not a Business Day, on the next succeeding Business Day), or if later the fifth Business Day after all regulatory approvals required for the purchase and sale have been obtain, or at such 30 Day Period, such Receiving other time as the Initial Members may agree. At that time (x) the selling Member(s) shall be deemed conclusively to have elected to sell sell, assign, and deliver its entire Membership Percentage Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice , and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such dateselling Member(s) and their Affiliate(s), as applicable, shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closingsell, the selling Member shall Transfer assign, and deliver their respective Percentage Interests so specified to the buying Member (or the buying Member’s nominee(s)purchasing Member(s) its entire Membership Interest free and clear of all liens liens, security interests and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) adverse claims, together with such instruments of transfer transfer, evidence of the absence of all liens, security interests or adverse claims, and such evidence of due authorization, execution, and delivery, and delivery of the absence of any such liens or competing claims, all related documentation as the buying Member purchasing Member(s) reasonably may request; and (or y) the buying Member’s nominee(s)purchasing Member(s) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, pay the selling Member shall withdraw as a Member and, Member(s) the amount that each would be entitled to receive if applicable, Manager, the Company had sold its assets for Valuation Amount on the Buy/Sell Closing Date and immediately thereafter paid all of its liabilities in full and distributed the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of net proceeds resulting from such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay will bear its own legal, accounting costs associated with the purchase and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Membersale. (dv) The On the closing, each selling Member hereby irrevocably constitutes shall cease to be a member of the Company, and appoints its Percentage Interest shall vest in the purchasing Member(s). (vi) If any Member fails to purchase and pay for any Percentage Interests as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce when provided in the preceding provisions of this Section 10.4 following 3.7, then the failure selling Members may either (A) pro rata based on their respective Percentage Interests or as they otherwise may agree, at their election by notice to the defaulting Member at any time on or before the 30th day after the date the sale was to have been consummated, elect to purchase the Percentage Interest of the Member so defaulting and its Affiliates for a price calculated by multiplying 75% by the amount that the defaulting Member and its Affiliates would be entitled to receive if the Company had sold its assets for Valuation Amount on the Buy/Sell Closing Date and immediately thereafter paid all of its liabilities in full and distributed the net proceeds resulting from such sale to the Members; provided, that the closing of this purchase and sale otherwise shall occur as provided in Section 3.7(iv), but with any time periods measured from the date of the notice under this Section 3.7(vi); or (B) retain the defaulting Member’s xxxxxxx money deposit as liquidated damages for such default, the Members hereby acknowledging and agreeing that (1) it would be difficult or impossible to determine the damages suffered by the selling Members on account of the purchasing Member’s default, and (2) the amount of the deposit represents a reasonable estimate of such damages; provided, that in the event that the purchasing Member failed to make its xxxxxxx money deposit as required by 3.7(a)(iii) hereof, the selling Members shall have the right, in lieu of receiving liquidated damages pursuant to this Section 3.7(a)(vi), to seek and obtain an award or judgment against the purchasing Member in the amount of the required xxxxxxx money deposit, together with any reasonable attorneys’ fees and disbursements incurred in obtaining such award or judgment. (vii) If the selling Member should default in its obligation to sell in accordance with this Section 3.7, the acquiring Member shall be entitled to either (A) demand and receive a return of the xxxxxxx money deposit which it previously deposited with the selling Member, and, upon the return of such deposit, the selling Member’s default hereunder shall be deemed to have been waived; provided, however, that if the selling Member fails to return such deposit to the acquiring Member, the purchasing Member shall have the right to seek and obtain an award or judgment against the selling Member in the amount of such deposit, together with any reasonable attorneys’ fees and disbursements incurred in obtaining such award or judgment; or (B) seek specific performance of the selling Member’s obligations under this Section 3.7, the Members hereby acknowledging and agreeing that the remedy at law for breach of the obligations of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, 3.7 would be inadequate in view of (x) the impossibility of accurately calculating the damages which would be suffered by the acquiring Member upon a default by the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60y) days (from the time uniqueness of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedyProperties. (eviii) Notwithstanding anything to the contrary in The preceding provisions of this Section 10.4, 3.7 shall not apply to any Percentage Interest from and after the amount to be paid for first time Percentage Interests are issued or sold through a registered offering under the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excessSecurities Act.

Buy-Sell. (a) Either MCGAt any time after the effective date of this Agreement (subject to the provisions of Section 9.4(e)), on and prior to the one handtime TMT has exercised its Marketing Right under Section 9.4(a), a Member (the "OFFERING MEMBER") may request the other Member ( the "RESPONDING MEMBER") to purchase all, but not less than all, of its Membership Interest (such purchase or the Manager sale is hereinafter referred to as a "BUYOUT EVENT," and the Keystone Investor purchasing Member in such Buyout Event is referred to herein as the "PURCHASER") by giving written notice (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (ba "BUYOUT NOTICE") Any Member which intends to exercise its buy/sell option hereunder (the “Notifying Member”) shall first give notice of its intent to the other Member Member. The Buyout Notice shall contain an irrevocable written offer (the “Buy/Sell Notice”"BUY-SELL OFFER") which Buy/Sell Notice including the information required in Section 9.3(b) and shall set out the Offering Member's offer (1) contain a statement to purchase all, but not less than all, of irrevocable intent to utilize this Section 10.4the Membership Interest of the Responding Member, or (2) contain a statement of if the aggregate dollar amount which the Notifying Responding Member is willing unwilling to pay sell its Membership Interest on the terms set out in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/-Sell NoticeOffer, (3) disclose all material liabilities and potential material liabilities to sell all, but not less than all, of the Company actually known its Membership Interest to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof)Responding Member. The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), Responding Member shall have the option for sixty (60) days after actual receipt of the Buy-Sell Offer to either: notify the Offering Member that the Responding Member has elected either (A1) to sell all, but not less than all, of its entire Membership Interest to the Notifying Offering Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice terms and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed conditions set out in the Buy/-Sell Notice)Offer, and deducted customary closing costs or (excluding brokerage fees and commissions2) that would be associated with a third party saleto purchase all, andbut not less than all, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Offering Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice such terms and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5conditions. If the Receiving Responding Member disputes the Notifying Member’s statement of the amount payable fails to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice respond within such 30 Day Periodtime, such Receiving Member(s) shall the Responding Member will be deemed conclusively to have elected to sell all of its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer Interest to the buying Offering Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest conditions set out in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/-Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excessOffer.

Buy-Sell. (a) Either MCGSubject to Section 10.3 hereof, on CCDRC, at any time, and Cxxx, at any time after the one handLockout Date, or the Manager and the Keystone Investor may, as Offeror, deliver a written notice (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any Member which intends to exercise its buy/sell option hereunder (the “Notifying Member”) shall first give notice of its intent to the other Member (the a “Buy/-Sell Notice”) which to the other (the “Offeree”) that the Offeror desires to exercise its rights under this Section 10.2. The Buy/-Sell Notice shall specify a price at which the Offeror is willing to sell the Property (the “Offer Price”), and shall contain an offer to (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of buy the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Offeree’s Membership Interest to the Notifying Member for an amount equal to the cash amount that the Receiving Member Offeree would be entitled have received had the Property been sold to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject for the Offer Price in an all cash transaction and the proceeds of sale distributed in accordance with Section 8.3 above (the “Buy Option”) and (2) sell to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of Offeree the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Offeror’s Membership Interest of the Notifying Member for an amount equal to the cash amount that the Notifying Member Offeror would be entitled have received had the Property been sold to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, for the Offer Price in an all cash transaction and the proceeds of sale distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5Section 8.3 above (the “Sell Option”). (b) If a Buy-Sell Notice is given to an Offeree, the Offeree shall have a period of up to sixty (60) days after the giving of such notice in which to accept, by written notice to the Offeror, the Buy Option or the Sell Option. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide written notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute election is not given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice Offeror within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier Buy-Sell Notice, it shall be conclusively deemed that the Offeree has elected to accept the Offeror’s offer to buy the Offeree’s Membership Interest pursuant to the Buy Option. If the Sell Option is accepted, the Offeree shall contemporaneously deliver a certified or bank check drawn on a bank that is a member of the date New York Clearinghouse Association payable to the order of Citibank, N.A. or another bank agreed to by the parties, as escrow agent (the “Buy-Sell Escrow Agent”), in an amount equal to the Buy-Sell Deposit. If the Buy Option is accepted (or deemed accepted), the Offeror shall within five (5) Business Days deliver the Buy-Sell Deposit to the Buy-Sell Escrow Agent. If the Member obligated to deliver the Buy-Sell Deposit fails to do so, the other Member may either (i) elect within five (5) Business Days to become the buyer under the Buy Option (in which case it shall promptly deliver the Buy-Sell Deposit as contemplated herein) or (ii) sxx the defaulting party for breach of contract (in which case it shall be entitled to an amount equal to the Buy-Sell Deposit as liquidated damages, not as a penalty). (c) If either a Buy Option or a Sell Option is properly exercised as set forth above, the Offeror and the Offeree shall each buy and sell, as the case may be, the entire interest in the Company of the Offeror or the Offeree, as the case may be, such interest to be transferred to the other or the other’s designee on or the sixtieth (60th) day after the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approvalexercise notice, or deemed election, if requiredapplicable (or the next Business Day thereafter if such day is not a Business Day). At the closing, has not been obtained the purchase price specified above shall be paid by such date) and shall deposit five percent (5%) the purchasing Member by official bank check or by bank wire transfer of immediately available funds. The terms of the purchase price and sale shall be unconditional, except that (i) each of the “Deposit”) Members whose interests are being sold shall be deemed to represent and warrant to the purchasing Members that its entire interest in the escrow established for the closing of the sale. At such closing, Company is owned by the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing encumbrances and is subject to no legal or equitable claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of purchasing Members shall be deemed to have assumed all distributions of capital made obligations and liabilities relating to the selling purchased interest arising from transactions or events first occurring after the date of such sale, and upon demand each such Member during such period pursuant shall deliver to Section 7the other appropriate documentation evidencing the sale, assignment, representation and assumption set forth herein. If (A) any Member shall fail to comply with its obligation to sell its interest in the amount determined under (i) exceeds Company or purchase the amount determined under (ii)interest of the other Members, then the amount to be received by the selling as applicable, such Member shall be increased by deemed a Defaulting Member hereunder and the amount of such excessother Members shall have, in addition to the rights and (B) if the amount determined under (ii) exceeds the amount determined under (i)remedies set forth herein, then the amount to be received by the selling Member shall be decreased by the amount of such excessall rights and remedies at law or equity.

Buy-Sell. (a) Either MCG, on A Member (the one hand“Offeror”) may at any time make a buy-sell offer (the “Offer”) to any other Member (the “Offeree”) by notifying the Offeree in writing of the exercise of this right and stating in such notice the cash price per each Unit in the Company and other terms at which the Offeror is willing either to buy all the Interest in the Company owned by the Offeree, or to sell the Manager Offeree all of the Interest in the Company owned by the Offeror, with the cash price per Unit in the Company and the Keystone Investor (acting together), on other terms being the other hand, shall have same for both the right purchase and the option to implement the buy/sell procedure as set forth sale. Unless otherwise provided in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4Agreement, the Manager and Keystone Investor Offer shall not be considered one Memberrevocable once the aforesaid notice has been delivered to the Offeree. (b) Any Member which intends to exercise its buy/sell option hereunder Within thirty (30) days after receipt by the “Notifying Member”) shall first give Offeree of the Offeror’s written notice of its intent the Offer, the Offeree shall send to the Offeror a written notice stating whether the Offeree elects (i) to purchase from the Offeror all the Interest in the Company owned by the Offeror at the price per Unit and other Member terms stated in the Offer, or (ii) to sell to the “Buy/Sell Notice”Offeror all the Interest in the Company owned by the Offeree at the price per Unit and other terms stated in the Offer, as stated in the Offer. If the Offeree shall fail to notify the Offeror whether he elects to buy or to sell within the time period specified above, such failure shall be deemed to be an election by the Offeree to sell his Interest in the Company on the terms contained in the Offer. (c) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement The closing of the aggregate dollar amount which sale shall be held at the Notifying Member is willing to pay in cash for all Company’s Principal Office (or at such other place as the Offeror and Offeree may agree) no later than thirty (30) days after the expiration of the assets notice period specified in Section 6.5(b) above. If this date is not on a business day, then the closing shall be held on the first business day thereafter. At the closing, the purchasing Member shall deliver to the selling Member: (i) unless otherwise stated in the Offer, payment in full for the purchased Interest by certified or bank cashier’s check, payable to the order of the selling Member; (ii) an attorney’s opinion that the sale is an exempt transaction under applicable federal and state securities laws; and (iii) an instrument approved by the Company’s counsel transferring the Interest from the selling Member to the purchasing Member and containing a representation and warranty that on the closing date the selling Member has transferred, or caused to be transferred, to the purchasing Member, good and marketable title to all the Interest in question, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c)equities, thenliens, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole charges and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Memberencumbrances. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. (a) Either MCGFrom and after the date that is the earlier of (i) three (3) years from the Opening Date or (ii) five (5) years from the date hereof, SWA, on the one hand, or the Manager and the Keystone Investor (acting together)MHG, on the other hand, shall have may, subject to the right and provisions of the option documents underlying or securing a financing of the Property, elect to implement make a purchase offer pursuant to the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes provisions of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any 7.3. The Member which intends desiring to exercise its buy/sell option hereunder such right (the “Notifying MemberOfferor”) shall first give do so by giving written notice of its intent such election (the “Notice of Election”) to the other Member (the “Buy/Sell NoticeOfferee”) which Buy/Sell ). The Notice of Election shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of state the aggregate dollar amount (the “Valuation Amount”) which the Notifying Member is Offeror would be willing to pay in cash for all of the assets of the CompanyCompany as of the Closing Date (hereinafter defined), free and clear of all liabilities liabilities, and obligations relating thereto (the “Specified Valuation Amount”) as shall set forth a calculation of the date amounts which the Offeror and the Offeree would receive, respectively, from the sale of their Interests, after applying the subsequent provisions of this Section 7.3. The provisions of this Section 7.3 shall apply notwithstanding anything to the contrary contained elsewhere in this Agreement. (b) After receipt of the Buy/Sell NoticeNotice of Election, the Offeree shall either (3i) disclose sell all material liabilities and potential material liabilities of the Company actually known its Interests to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member Offeror for an amount equal to the amount which the Receiving Member Offeree would be have been entitled to receive if the Company had sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice Closing Date and immediately thereafter the Company had immediately paid all Company liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets of sale it would be entitled to each Member receive to the Members in liquidation satisfaction of their Interests in the Company pursuant to Section 11 Article 8, or (any disputes regarding such amounts shall be resolved by the Approved Accountants); (Bii) purchase the entire Membership Interest all of the Notifying Member Interests of the Offeror for an amount equal to the amount which the Notifying Member Offeror would be have been entitled to receive if the Company had sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice Closing Date and immediately thereafter the Company had immediately paid all Company liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets of sale it would be entitled to each Member receive to the Members in liquidation satisfaction of their Interests in the Company pursuant to Section 11 Article 8, but without reserves for contingent liabilities. The Offeree shall have sixty (any disputes regarding such amounts shall be resolved 60) days after the receipt by the Approved Accountants); or (C) implement Offeree of the listing procedures described in Section 10.5, Notice of Election in which case to exercise either of the additional buy/sell procedures described in foregoing options by giving written notice (the remaining provisions “Exercise Notice”) of this Section 10.4 shall no longer apply unless and until such election to the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5Offeror. If the Receiving Offeree does not exercise the option to purchase set forth in clause (b) above by giving written notice of such election within such time period, then the Offeree shall be deemed to have elected to sell its Interests to the Offeror. Within sixty (60) Business Days after the Offeree has exercised its option, the Member disputes thereafter obligated to acquire the Notifying Interests of the selling Member shall deposit in escrow with such selling Member a non-refundable (except in the event of the selling Member’s statement failure to consummate the transaction other than due to a default by the acquiring Member) xxxxxxx money deposit equal to ten percent (10%) of the amount payable which the selling Member is entitled to each Member based on the Specified Valuation Amount (there receive for its Interests pursuant to this Section 7.3, which amount shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute applied to the Notifying purchase price at closing. If the acquiring Member should thereafter fail to consummate the transaction, such amount shall be retained by the selling Member, free of all claims of the acquiring Member, as the selling Member’s sole and exclusive remedy and as liquidated damages for such failure, provided, however, that the selling Member shall also have the option, exercisable by written notice to the Approved Accountants, which dispute the Approved Accountants shall resolve defaulting acquiring Member within thirty (30) days of such default to acquire the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report Interest of the resolution defaulting acquiring Member at ninety-five percent (95%) of such disputethe amount the defaulting acquiring Member would receive at the Valuation Price. (c) The Receiving Member closing of an acquisition pursuant to this Section 7.3 shall give written notice be held at the principal place of business of the Company on a mutually acceptable date (the “Election NoticeClosing Date”) to the Notifying Member of its election under Section 10.4(b) within thirty not later than ninety (3090) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery Offeree’s Exercise Notice (whether deemed or otherwise) or after the exercise of the Election Notice and selling Member’s option to purchase the expiration of such 30 Day Period (which period defaulting acquiring Member’s Interest, as the case may be extended if lender approvalbe, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the saleunder this Section 7.3. At such the closing, the following shall occur: (i) The selling Member shall Transfer transfer and assign to the buying Member (or the buying acquiring Member’s nominee(s)) its entire Membership Interest , free and clear of all liens liens, claim and competing claims encumbrances, with covenants of general warranty, the Interests being disposed of, and shall execute and deliver to the buying acquiring Member all documents which may be reasonably required to give effect to the acquisition of such Interests; (or the buying Member’s nominee(s)ii) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling The acquiring Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable pay to the selling Member the consideration therefore in cash; (iii) If any selling Member (or any Affiliate thereof) is personally liable (iiwhether by virtue of being a guarantor or otherwise) cause a creditworthy affiliate for any liabilities or obligations of the purchasing Member (in Company, the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure obligation of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request the documents of transfer referred to do so. If the purchasing Member defaults in the performance clause (i) of its obligations under this Section 10.4, 7.3(c) shall be subject to the condition precedent that the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental any such Affiliate with personal liability) shall have received (x) a written release with respect to a specific performance action which are allowed as part of all such action as well as a dollar amount equal to the Deposit)liabilities and obligations, as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice form and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made substance reasonably satisfactory to the selling Member during (and any such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (iiAffiliate), then from the amount party or parties to be received by whom such liabilities and obligations are owed, or (y) an indemnification with respect to all such liabilities and obligations, in form and substance satisfactory to the selling Member (and any such Affiliate) in its sole discretion (acting reasonably), from the acquiring Member or a creditworthy Affiliate; and (iv) Any and all required consents to such transaction from the Company’s lenders shall be increased have been obtained and delivered by the amount of such excess, and (B) if Offeror to the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excessOfferee.

Buy-Sell. Notwithstanding anything to the contrary, a Partner (a) Either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on together with the other hand, shall have the right and the option to implement the buy/sell procedure as set forth Partners in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4such Partner’s Partner Group, the Manager and Keystone Investor shall be considered one Member. (b) Any Member which intends to exercise its buy/sell option hereunder (the “Notifying MemberOfferor”) shall first give may deliver a notice of its intent to the other Member (the “Buy/-Sell Notice”) which to all other Partner(s) in the other Partner Group (collectively, the “Offeree”) in accordance with the below, from and after the earlier of (x) the Lock-Out Date and (y) the closing of a Fundamental Transaction with respect to any Partner that is not in the Offeror’s Partner Group. (a) The Buy/-Sell Notice shall shall: (1) contain a statement of irrevocable intent to utilize state that the Offeror is proceeding under this Section 10.4, 11.6; (2) contain a statement state an aggregate all-cash dollar amount for each of the Properties individually and in the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company(such aggregate amount, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, ); (3) disclose all material liabilities and potential material liabilities be accompanied by a certified check (the “Buy-Sell Notice Check”) payable to the direct order of Escrow Agent in an amount equal to three percent (3%) of the Company actually known amount the Offeror would be required to pay to the Notifying Member and Offeree under Section 11.6(b)(1). (4b) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), Offeree shall have the option either: (1) to either: (A) sell to the Offeror its entire Membership Interest to the Notifying Member for an amount equal to the amount that the Receiving Member Offeree would be entitled to receive under this Agreement if the Company Partnership sold all of its assets for the Specified Valuation Amount Properties on the date of the Buy/-Sell Notice to a third-party for the Specified Valuation Amount (without any deduction for brokerage commissions or other closing costs payable in connection with such a sale) and the Partnership immediately thereafter the Company paid all liabilities and obligations of the Company Partnership’s (whether and, without duplication, the Partnership’s pro rata share of any Subsidiary’s) liabilities, including the outstanding balance of any Loan (but not including any prepayment or not such liabilities and/or obligations were listed in the Buy/Sell Noticeother transaction-based fees), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds (as determined above) and any other Company assets to each Member in liquidation of the Company Partnership (and, without duplication, the Partnership’s pro rata share of any assets of the Subsidiaries) on hand on such date to the Partners in the amounts and order of priority set forth in Section 12.3 in satisfaction of their respective Interests (but without the establishment of any reserves for contingent liabilities pursuant to Section 11 (any disputes regarding such amounts shall be resolved by 12.3 but, for the Approved Accountantsavoidance of doubt, after giving effect to the repayment of all Shortfall Loans and Shortfall Loan Return); or (B2) to purchase from the Offeror its entire Membership Interest of the Notifying Member for an amount equal to the amount that the Notifying Member Offeror would be entitled to receive under this Agreement if the Company Partnership sold all of its assets for the Specified Valuation Amount Properties on the date of the Buy/-Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with to a third third-party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on for the Specified Valuation Amount (there shall be no right to challenge without any deduction for brokerage commissions or other closing costs payable in connection with such a sale) and the Specified Valuation Amount itselfPartnership immediately paid all of the Partnership’s (and, without duplication, the Partnership’s pro rata share of any Subsidiary’s) liabilities, including the outstanding balance of any Loan (but not including any prepayment or other transaction-based fees), it shall promptly provide notice and distributed the net proceeds (as determined above) and any other assets of the Partnership (and, without duplication, the Partnership’s pro rata share of any assets of the Subsidiaries) on hand on such dispute date to the Notifying Member Partners in the amounts and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days order of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods priority set forth in this Section 10.4(b) from 12.3 in satisfaction of their respective Interests (but without the date on which notice establishment of such dispute is given any reserves for contingent liabilities pursuant to Section 12.3 but, for the avoidance of doubt, after giving effect to the Notifying Member through repayment of all Shortfall Loans and including Shortfall Loan Return). The amount determined under Section 11.6(b)(1) or Section 11.6(b)(2), whichever is applicable, shall be the date on which the Approved Accountants provide a written report of the resolution of such dispute“Purchase Price”. (c) The Receiving Member Offeree shall give written have ninety (90) days from the date the Offeree receives the Offeror’s Buy-Sell Notice to exercise by notice to the Offeror (the “Election Offeree Notice”) either of its options under Section 11.6(b), which Offeree Notice, once given, cannot be withdrawn. In the event the Offeree exercises the option described in Section 11.6(b)(1), the Offeree shall deliver the Buy-Sell Notice Check to Escrow Agent, who shall promptly deposit the Buy-Sell Notice Check in its escrow account and shall hold such deposit pursuant to an escrow agreement to be entered into promptly following the Offeree Notice among the Offeror, the Offeree and such Escrow Agent in a form reasonably required by Escrow Agent and reasonably acceptable to Offeror and Offeree. In the event the Offeree exercises the option described in Section 11.6(b)(2), the Offeree Notice shall be accompanied by the return of the Buy-Sell Notice Check and shall be accompanied by a certified check (the “Offeree Notice Check”) of the Offeree payable to the Notifying Member direct order of Escrow Agent in an amount equal to three percent (3%) of the amount the Offeree is required to pay to the Offeror under Section 11.6(b)(2) and the Offeror shall deliver the Offeree Notice Check to Escrow Agent, who shall promptly deposit the Offeree Notice Check in its escrow account and shall hold such deposit pursuant to an escrow agreement to be entered into promptly following the Offeree Notice among the Offeror, the Offeree and such Escrow Agent in a form reasonably required by Escrow Agent and reasonably acceptable to Offeror and Offeree. If the Offeree does not exercise either of its election options within said ninety (90) days, the Offeree shall as of the day following the expiration of such period be conclusively deemed to have elected to exercise the option described in Section 11.6(b)(1) (and Offeree shall promptly deliver the Buy-Sell Notice Check as provided above). (d) The Partner Group that is the purchaser as determined under Section 10.4(b11.6(b) (the “Purchaser”) shall by notice thereof to the Partner Group that is the seller as determined under Section 11.6(b) (the “Seller”) fix a closing date (the “Buy-Sell Closing Date”) that is not later than thirty (30) days following the date of the Offeree’s exercise (or deemed exercise) of one of the aforesaid options, which notice shall be delivered within five (5) Business Days after such exercise (or deemed exercise). The closing shall take place on the Buy-Sell Closing Date at a time during regular business hours specified by the Purchaser and given to Seller no less than five (5) Business Days prior to the Closing Date and at the principal office of the Partnership or such other location as may be Approved by the Partners. (e) At the closing on the Buy-Sell Closing Date, the deposit (and all interest accrued thereon) shall be credited against the Purchase Price, and the Purchaser shall pay the balance of the Purchase Price to the Seller (or its designee) and the Seller shall execute and deliver to the Purchaser such deeds, bills of sale, instruments of conveyance, assignments and other instruments as the Purchaser may reasonably require, to give it good and clear title to the Interest of the Seller. In addition, the Seller shall pay any real property or other transfer taxes, if any, incident to such conveyance. All other closing costs shall be borne by the party who customarily bears such costs for real estate transactions in New York, NY. (f) Notwithstanding anything to the contrary, if any Sale Right is exercised pursuant to a Lease with respect to a Property that is subject to a Buy-Sell, the Buy-Sell shall not be affected thereby, except that the Specified Valuation Amount (and, accordingly, the Purchase Price) shall be decreased by the value of such Property as set forth in the Buy-Sell Notice. (g) All payments required under this Section 11.6, including the deposit and the required payment on the Buy-Sell Closing Date, shall be made in U.S. dollars in immediately available federal funds and, except as provided above with respect to the deposit, shall be paid through wire transfer to such account as the Escrow Agent shall designate. The Partner Group entitled to keep the deposit under the terms of this Section 11.6 shall also be entitled to any interest that was earned on the deposit. (h) Purchaser may, at any time prior to the Buy-Sell Closing Date, assign to any Person its right to receive the assignment of part or all of Seller’s Interest, and Seller shall cooperate in good faith with Purchaser’s efforts to structure the transfer to meet Purchaser’s tax and organizational goals. No such assignment shall relieve Purchaser of its obligations hereunder, and such cooperation shall not include expenditures by or increased risk to Seller and shall not delay the closing. (i) In the event of a dispute as to the calculation of the Purchase Price or the deposit with respect thereto, or any credits or other adjustments under this Section 11.6, the dispute shall be resolved promptly, upon the request of any Partner delivered prior to the Buy-Sell Closing Date, by the Partnership’s auditor, whose decision shall be final and binding on the Partners absent manifest error. The Buy-Sell Closing Date shall be extended for a reasonable time to the extent necessary to permit the Partnership’s auditor to resolve such dispute. (j) Purchaser shall, at or prior to the closing, cause all applicable Lenders or other obligees under any Credit Support given by the Seller or its Affiliates to deliver to the Seller and any Affiliate of the Seller that executed any Credit Support in favor of such Lender or other obligee a release and discharge of the Seller and such Affiliates therefrom (it being agreed, however, that such release or discharge shall not be required to cover (x) any gross negligence, willful misconduct or fraud by Seller and/or its Affiliates on or after the Buy-Sell Closing Date or (y) any events, occurrences, acts or omissions arising or occurring prior to the Buy-Sell Closing Date); provided, however, if, despite its best efforts, the Purchaser is unable to obtain (or cause to be obtained) the contemporaneous release and discharge of the Seller or any of its Affiliates from such Credit Support, then the Purchaser shall cause a creditworthy Affiliate of the Purchaser Approved by the Seller and/or its Affiliates (as applicable) to instead indemnify and hold harmless the Seller and/or its Affiliates (as applicable) from their obligations and liabilities in respect of such Credit Support, pursuant to a written indemnity agreement Approved by the Seller (provided that, in no event shall such indemnity be required to cover obligations and liabilities accruing prior to the Buy-Sell Closing Date or to the extent caused by acts or omissions of the Seller or its Affiliates that involve fraud, willful misconduct or gross negligence). (k) If the Purchaser fails to complete the purchase of Seller’s Interest on the Buy-Sell Closing Date in accordance with this Section 11.6, the Purchaser shall be in material default hereunder and the Seller (in addition to any other rights it may have hereunder, at law or in equity, including any right to obtain specific performance) shall be entitled to retain the Purchaser’s deposit and all accrued interest thereon (and Escrow Agent shall promptly release the same from escrow for such purpose) and, in addition, the Seller shall have the right (but not the obligation), upon notice given to the Purchaser within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Perioddefault, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five Purchaser’s Interest at ninety percent (590%) of the purchase price amount the Seller would be required to pay the Purchaser under Section 11.6(b)(1) (if the “Deposit”Purchaser was the Offeree) in or Section 11.6(b)(2) (if the escrow established for Purchaser was the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)Offeror) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described set forth in this Section 10.411.6. If the selling Member defaultsFurthermore, the purchasing Member may enforce its rights by specific performance Purchaser shall not thereafter have any right to give a Buy-Sell Notice hereunder (and damages incidental but shall continue to have the right to respond to a specific performance action which are allowed as part Buy-Sell Notice by giving an Offeree Notice). The Partners agree that damages to Seller in the event of Purchaser’s default would be difficult and impracticable to ascertain and the retention of the deposit and all accrued interest thereon is a reasonable estimate of such action as well as damages from such default and shall not be considered a dollar amount equal to the Deposit), as its exclusive remedypenalty. (el) Notwithstanding anything If the Seller fails to complete the sale of Seller’s Interest on the Buy-Sell Closing Date in accordance with this Section 11.6, the Seller shall be in material default hereunder and the Purchaser (in addition to any other rights it may have hereunder, at law or in equity, including any right to obtain specific performance) shall be entitled to retain the Purchaser’s deposit and all accrued interest thereon (and Escrow Agent shall promptly release the same from escrow for such purpose) and, in addition, the Purchaser shall have the right (but not the obligation), upon notice given to the contrary Seller within thirty (30) days after such default, to purchase the Seller’s Interest at ninety percent (90%) of the amount the Purchaser would be required to pay the Seller under Section 11.6(b)(1) (if the Seller was the Offeree) or Section 11.6(b)(2) (if the Seller was the Offeror) and otherwise on the terms set forth in this Section 10.411.6. Furthermore, the amount Seller shall not thereafter have any right to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the give a Buy/-Sell Notice and hereunder (but shall continue to have the date of the Closing, and right to respond to a Buy-Sell Notice by giving an Offeree Notice). (iim) the aggregate amount of all distributions of capital made The Partnership shall immediately prior to the selling Member during such period pursuant to any closing under this Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.11.6

Buy-Sell. (a) Either MCGWith the consent of Lender, on at any time from and after two (2) years from the one handEffective Date, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any either Member which intends to exercise its buy/sell option hereunder (the “Notifying MemberOfferor”) shall first may give notice of its intent to the other Member (the “Offeree”) a written notice in accordance with the requirements of Section 13.2 (a “Buy/-Sell Notice”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement stating the Offeror’s determination of the aggregate dollar amount which the Notifying Member is willing to pay in cash price for all of the assets of the CompanyCompany if the Company was sold to a third party purchaser for fair market value, as determined by a qualified independent real estate appraiser with an MAI designation, selected by the Offeror (without application of any lack of marketability or minority interest discounts), free and clear of all liabilities and obligations relating thereto liabilities, (the “Specified Valuation Buy-Sell Price”), and stating that the Offeror will either (i) pay to the Offeree in exchange for all the Offeree’s Interest an amount (the “Offer Amount”) as equal to the cash amount that the Offeree would have received in respect of the Offeree’s Interest pursuant to Section 12.2, net of the Transfer Expenses, in the event of a Capital Transaction of the type described in Section 10.1(a) above on the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/-Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect for a sales price equal to the Project Buy-Sell Price or (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (Aii) sell its entire Membership all the Offeror’s Interest to the Notifying Member Offeree in exchange for an amount (the “Selling Amount”) equal to the cash amount Offeror would have received pursuant to Section 12.2, net of the Receiving Member would be entitled to receive if Transfer Expenses, in the Company sold all event of its assets for a Capital Transaction of the Specified Valuation Amount type described in Section 10.1(a) above on the date of delivery of the Buy/-Sell Notice for a sales price equal to the Buy-Sell Price. The Offer Amount and immediately thereafter the Company paid all liabilities and obligations Selling Amount shall be calculated by an Independent Accountant acting on behalf of the Company within three (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions3) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation Business Days of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date issuance of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/-Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed such accountant shall notify both the net proceeds Offeror and any other Company assets to each Member in liquidation Offeree of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of writing upon such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such disputecalculation. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. At any time after five (a5) Either MCG, on years from the one handdate of this Agreement, or sooner in the Manager and event of a Material Dispute between the Keystone Investor Members, each Member (acting together), on the other hand, "OFFEROR MEMBER") shall have the right and at any time to purchase the option entire Membership Interest of the other Member (the "OFFEREE MEMBER") or to implement sell the buy/sell procedure as entire Membership Interest of the Offeror Member in the Company to the Offeree Member in the manner set forth in this Section 10.4 if permitted 7.2. The purchaser under this Section 7.2 shall expressly assume all prospective liabilities connected with the assets of the Company and shall indemnify the selling Member and its Affiliates therefrom in a commercially reasonable manner, and the selling Member shall have no liability for any claims arising or related to do so under Section 9.1(e)the period after such termination. For Additionally, the purposes purchaser shall obtain releases of any guaranty or guaranties issued by the selling Member or any of its Affiliates, which releases shall be effective contemporaneously with closing of the transaction contemplated hereby. The provisions of this Section 10.4, 7.2 shall control over and override all of the Manager and Keystone Investor shall be considered one Memberprovisions relating to transfer restrictions and/or withdrawal rights set forth in this Agreement. (ba) Any The Offeror Member which intends to exercise its buy/sell option hereunder may serve upon the Offeree Member a notice (the “Notifying Member”) shall first give notice of its intent to the other Member (the “Buy/Sell Notice”"OFFERING NOTICE") which Buy/Sell Notice shall contain the following terms: (1i) contain a statement of irrevocable intent to utilize rely on this Section 10.4, 7.2; (2ii) contain a statement of the aggregate dollar amount (the "SPECIFIED AMOUNT") which the Notifying Offeror Member is would be willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) Company as of the date of the Buy/Sell Offering Notice, . (3b) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying The Offeree Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option election to either: : (Ai) sell its entire Membership Interest in the Company to the Notifying Offeror Member for the greater of (1) the amount the Offeree Member would have been entitled to receive if the Company had sold its business and assets for the Specified Amount on a no-commissions basis on the date of closing and the Company had immediately paid all Company liabilities and distributed the net proceeds to each Member in accordance with Section 8.3(c), or (2) the appraised value of the Offeree Member's entire Membership Interest, as determined pursuant to Section 7.2(e); or (ii) purchase the entire Membership Interest of the Offeror Member for an amount equal to the amount the Receiving Offeror Member would have been entitled to receive if the Company had sold its assets for the Specified Amount on a no-commissions basis on the date of closing and the Company had immediately paid all Company liabilities and distributed the net proceeds to each Member in accordance with Section 8.3(c). (c) The Offeree Member shall have sixty (60) days from the date of delivery of the Offering Notice to notify the Offeror Member of its unconditional and unqualified election to either sell its entire Membership Interest, as provided under Section 7.2(b)(i), or to purchase the entire Membership Interest of the Offeror Member, as provided under Section 7.2(b)(ii). If the Offeree Member fails to notify the Offeror Member of its unconditional and unqualified election within said sixty (60) day period, the Offeree Member shall be conclusively deemed to have elected to sell its entire Membership Interest in the Company to the Offeror Member at the price and on the same terms provided in Section 7.2(b)(i) and to have waived its exclusive right to purchase hereunder. If the Offeree Member elects to sell its entire Membership Interest to the Offeror Member and the appraised value of the Offeree Member's entire Membership Interest, if and as determined pursuant to Section 7.2(e), exceeds the amount the Offeree Member would be entitled to receive if the Company sold all of were to sell its business and assets for the Specified Valuation Amount on a no-commissions basis on the date of the Buy/Sell Notice and closing, immediately thereafter the pay all Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed distribute the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated Members in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itselfSection 8.3(c), it shall promptly provide notice of such dispute to the Notifying Offeror Member and to the Approved Accountantsmay, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell appraised value has been determined, decline to proceed with the purchase of the Offeree Member's Membership Interest pursuant to this Section 7.2 -- in which case the Offering Notice shall terminate and be of no further force and effect. (d) Closing of such sale or purchase between the “30 Day Period”Members shall occur within one hundred eighty (180) days from and after the date the Offeree Member delivers notice (or is deemed to deliver notice) of its election pursuant to subsection (c) above. The purchase price shall be payable via cash or certified or cashier's check. The parties hereby acknowledge and agree that time is of the essence. (1) THE AMOUNT INDICATED ABOVE SHALL BE DEEMED TO CONSTITUTE A REASONABLE ESTIMATE OF SELLER'S DAMAGES, (2) SUCH LIQUIDATED DAMAGES SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY FOR THAT PARTICULAR DEFAULT, WHETHER AT LAW OR EQUITY, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT (EXCEPT THAT SELLER SHALL ALSO HAVE THE OPTION MENTIONED IN SECTION 7.2(f)) AND (3) UPON ---- PAYMENT OF SUCH LIQUIDATED DAMAGES TO SELLER, PURCHASER SHALL BE RELEASED FROM ANY FURTHER LIABILITY TO SELLER PURSUANT TO THIS SECTION 7.2(d) FOR THAT PARTICULAR DEFAULT ONLY (EXCEPT THAT SELLER SHALL ALSO HAVE THE OPTION MENTIONED ---- IN SECTION 7.2(f)). If ATTORNEYS FEES AND COSTS UNDER SECTION 9.8 SHALL BE AVAILABLE IF INCURRED BECAUSE OF A FAILURE OF THE PURCHASER TO PAY OVER SUCH LIQUIDATED DAMAGES WHEN REQUIRED BY THIS SECTION. Initials Initials ---------- ----------- (e) In the Receiving event the Offeree Member does not send its Election Notice within such 30 Day Periodelects, such Receiving Member(s) shall be or is deemed conclusively to have elected elect, to sell its entire Membership InterestInterest to the Offeror Member pursuant to Section 7.2(b)(i), the value of the Offeree Member's entire Membership Interest shall be determined via appraisal pursuant to this Section 7.2(e) unless, prior to the commencement of such appraisal, the Offeree Member elects in writing to waive the appraisal. The appraiser shall be determined via agreement of the Offeror Member obligated and the Offeree Member or, if they cannot agree, each shall select a reputable appraiser with experience in valuing similar businesses and the two appraisers so selected shall select a third similarly qualified appraiser -- who shall render the appraisal. If the Offeree Member and the Offeror Member are unable to purchase under agree on a single appraiser, and either fails to select an appraiser pursuant to this Section 10.4(c7.2(e) within ten (10) days after being requested in writing to do so by the other Member, the appraiser selected pursuant to this Section 7.2(e) by such other Member shall render the appraisal. The appraiser selected pursuant to this Section 7.2(e) shall fix a closing date not promptly render the appraisal, in no event later than sixty (60) days following prior to the earlier scheduled closing. The appraiser shall determine the value of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Offeree Member’s nominee(s)) its 's entire Membership Interest free and clear of all liens and competing claims and shall deliver to by determining the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, sale value of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company 's business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legalassets, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other net of presumed closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount thereof, and then, after consultation with the Company's accountants, determining the amount the Offeree Member would have been entitled to receive if the Company had sold its business and assets for such net amount on the date of the closing and the Company had immediately paid all Company liabilities and distributed the net proceeds in accordance with Section 8.3(c). (f) If, following an election by the Offeree Member to purchase under Section 7.2(b)(ii), the Offeree Member shall fail to consummate the purchase of the Offeror Member's Membership Interest in accordance with this Section 7.2, then the Offeree Member shall, at the Offeror Member's option (which option shall be in addition to the price that would otherwise have been applicable Offeror's remedy under Section 7.2(d)), to an acquisition of be exercised within ten (10) days after the Offeree Member's failure to consummate such Member’s purchase in accordance with this Section 7.2, sell its Membership Interest under this Section 10.4 and with an extra to the Offeror Member within sixty (60) days (from as if the time of defaultOfferee Member had initially elected to sell under Section 7.2(b)(i) to make such decision, and an extra sixty (60) days (from immediately waived the time appraisal requirement. In the event of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as failure of the date of Offeror Member to consummate the closing: (i) purchase shall trigger the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to same remedy set forth in Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii7.2(d), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. (a) Either MCGSubject to the terms of this Section 10.7, if (i) the Market Sale Right is exercised pursuant to Section 10.10, (ii) the Disposition Election is made by the Recipient Member and (iii) the Property is not sold to an Outside Purchaser pursuant to the Disposition Election in accordance with Section 10.10, then either Bainbridge or CNL (in either case, the “Proposer”) may, in a written notice (the “Sale Proposal”) to the other (in either case, the “Responding Member”), make an offer to either (x) purchase the Responding Member’s Entire Interest (“Buy Offer”) or (y) sell its Entire Interest to the Responding Member (“Sale Offer”) for such purchase price (which shall be payable in cash at the closing of any such transaction) and on such other terms, in each case as the one handProposer may propose in the Sale Proposal, which other terms shall be consistent with the provisions of this Section 10.7 and of Section 10.8. The Sale Proposal shall include the purchase price for Entire Interest of the Proposer if the Proposer is offering to sell its Entire Interest, or the Manager purchase price for the Entire Interest of the Responding Member if the Proposer is offering to purchase the Entire Interest of the Responding Member, as applicable, together with a statement of the total purchase of all of the Company’s property, including the Property (“Property Price”), that formed the basis for determining such stated purchase price for the applicable Entire Interest. If more than one Member delivers a Sale Proposal, the earlier delivered notice shall be given effect and the Keystone Investor (acting together), on the other hand, shall have the right later delivered notice will be void and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Memberwithout effect. (b) Any Member which intends to exercise its buy/sell option hereunder Within seventy-five (the “Notifying Member”) shall first give notice of its intent to the other Member (the “Buy/Sell Notice”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (3075) days after receiving such Buy/Sell Notice a copy of the Sale Proposal, the Responding Member shall notify the Proposer that: (i) the “30 Day Period”). If the Receiving Responding Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected elects to sell its entire Membership Interest. The Member obligated Entire Interest to the Proposer at the purchase under this price determined in accordance with the provisions of Section 10.4(c10.8 (“Reply Price”) shall fix a closing date if such purchase price was not later than sixty (60) days following set forth by Proposer in the earlier of Sale Proposal and otherwise in accordance with the date of terms set forth in the delivery of the Election Notice and the expiration of such 30 Day Period (which period Sale Proposal as may be extended if lender approvalmodified by Section 10.8(a), if requiredin which case, has not been obtained by the Proposer shall, within ten (10) Business Days thereof, deliver to the Responding Member a deposit in an amount (such dateamount, together with any interest earned thereon, being hereinafter called the “Proposer’s Buy Sell Deposit”) and shall deposit equal to five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer payable to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Responding Member in connection with the Project or other Company business Sale Proposal as such purchase price may be modified as applicable in accordance with the provisions of Section 10.8(a), which amount shall be non-refundable unless the purchase and sale pursuant to releases reasonably acceptable this Section 10.7(b)(i) does not close due to the selling Member or default of the Responding Member; or (ii) cause a creditworthy affiliate the Responding Member elects to purchase the Entire Interest of the purchasing Member (Proposer at the Reply Price if the purchase price was not set forth by Proposer in the selling Sale Proposal and otherwise in accordance with the terms set forth in the Sale Proposal, in which case, the Responding Member shall, within ten (10) Business Days thereof, deliver to the Proposer a deposit in an amount (such amount, together with any interest earned thereon, being hereinafter called the “Responding Member’s reasonable judgmentBuy Sell Deposit”) equal to indemnify five percent (5%) of the purchase price payable to the Proposer in connection with the Sale Proposal as such purchase price may be modified as applicable in accordance with the provisions of Section 10.8(a), which amount shall be non-refundable unless the purchase and hold harmless sale pursuant to this Section 10.7(b)(ii) does not close due to the selling Member from default of the Proposer. (c) The Responding Member’s notice of election to purchase or sell pursuant to Section 10.7(b) shall be addressed to the Proposer and against any shall set forth the time and all liabilities under such guarantees and indemnities occurring on or place of closing which, unless otherwise agreed, shall be at the office of the Company, during usual business hours within seventy-five (75) days after the date of the sale giving of the notice of election under Section 10.7(b) to the Proposer. If the Responding Member elects to purchase pursuant to an indemnification agreement reasonably acceptable Section 10.7(b)(ii), the Responding Member’s Buy Sell Deposit shall be credited against the total purchase price payable by the Responding Member for the Entire Interest being purchased pursuant thereto; provided, however, that, if the closing shall fail to occur because of a default by the Responding Member, subject to the selling provisions of Section 10.7(b)(ii) above concerning refundability of the deposit, the Proposer shall have the right to retain the Responding Member’s Buy Sell Deposit as liquidated damages, it being agreed that in such instance the Proposer’s actual damages would be difficult, if not impossible, to ascertain. Each If the Responding Member elects to sell pursuant to Section 10.7(b)(i), the Proposer Buy Sell Deposit shall be credited against the total purchase price payable by the Proposer for the Entire Interest being purchased pursuant thereto; provided, however, that, if the closing shall fail to occur because of a default by the Proposer, subject to the provisions of Section 10.7(b)(i) above concerning refundability of the deposit, the Responding Member shall pay its own legalhave the right to retain the Proposer’s Buy Sell Deposit as liquidated damages, accounting and other consultant fees and expenses it being agreed that in connection with consummating a transaction under this Section 10.4(c)such instance the Proposer’s actual damages would be difficult, and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legalif not impossible, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Memberascertain. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure Failure of the selling Responding Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount respond to the price that would otherwise have been applicable Sale Proposal within the seventy-five (75) day period referenced in Section 10.7(b) shall be deemed an election to an acquisition of such Member’s Membership sell its Entire Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit10.7(b)(i), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. (a) Either MCGAt any time after the Lock-Out Period and upon thirty (30) days following receipt of a written request for the approval of any Member Decision, on the one handif an Impasse is continuing, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any either Member which intends to exercise its buy/sell option hereunder (the “Notifying Offering Member”) shall first give may, in its sole and absolute discretion, deliver written notice of its intent (the “Buy-Sell Notice”) to the other Member (the “Buy/Sell NoticeResponding Member”), proposing a Total Value which would be the basis for calculating the applicable price (“Applicable Price”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount at which the Notifying Offering Member is willing to pay in cash for either (i) sell to the other Member all of the Offering Member’s Membership Interest; or (ii) purchase from the other Member all of the other Member’s Membership Interest. The Buy-Sell Notice shall be accompanied by a letter or other statement signed by a bank or trust company confirming that the Offering Member has deposited with such bank or trust company the amount of Two Hundred Fifty Thousand Dollars ($250,000) (the “Deposit”). The Responding Member shall have a period of thirty (30) days after receipt of the Buy-Sell Notice in which to elect, by written notice to the Offering Member (the “Response Notice”), to either (A) purchase all of the Membership Interest of the Offering Member at the Applicable Price; or (B) sell all of the Responding Member’s Membership Interest to the Offering Member at the purchase price that would be payable by the Offering Member if the Responding Member elects to sell all of the Responding Member’s Membership Interest to the Offering Member (the “Responding Member’s Purchase Price”) based on the amount the Responding Member would receive if the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member were sold for an amount equal to the Total Value, all third party liabilities were repaid and the balance was paid and/or distributed pursuant to Section 8.2. A Response Notice electing to purchase the Offering Member’s Membership Interest shall include a letter or other statement signed by a bank or trust company confirming that the Responding Member has deposited with such bank or trust company the amount of Two Hundred Fifty Thousand Dollars ($250,000); thereupon, the Receiving Deposit previously made by the Offering Member would shall be entitled returned to receive if the Company sold Offering Member by the bank or trust company with which the Offering Member shall have deposited the Deposit. The failure of the Responding Member to duly and timely give a Response Notice shall constitute its election to sell all of its assets for Membership Interest to the Specified Valuation Amount on Offering Member at the Applicable Price. Unless otherwise approved in writing by the Members, such purchase and sale shall be consummated within ninety (90) days after the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company Responding Member (whether 1) delivers a Response Notice, or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions2) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for Responding Member fails to give the Specified Valuation Amount on the date of the Buy/Sell Offering Member a Response Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute 10.4, is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell all of its entire Membership InterestInterest to the Offering Member (the “Closing Date”), and in either such event the Members shall negotiate and work together in a spirit of good faith and mutual cooperation to enter into the transfer documents, including a deed or act of sale, xxxx of sale and other such instruments of transfer as shall be reasonably requested by the purchasing Member. The Furthermore, if Managing Member obligated is the purchasing Member, Managing Member shall use commercially reasonable efforts to purchase obtain as part of the closing the absolute release of the 800 Canal Parties from any post-closing obligations or liabilities under all Guarantees to which any 800 Canal Party is a party or to which any 800 Canal Party may be bound; provided, however, if Managing Member is unable, despite commercially reasonable efforts, to obtain the release of the 800 Canal Parties from post-closing obligations and liabilities under the Guarantees to which any 800 Canal Party is a party, then Managing Member shall indemnify, defend and hold 800 Canal Parties harmless from and against any and all claims, liabilities and damages arising under or related to any post-closing obligations or liabilities under all Guarantees and Managing Member shall provide to 800 Canal Parties a guaranty, in form and substance reasonably acceptable to 800 Canal Member, executed by an Affiliate of CWI Member, reasonably acceptable to 800 Canal Member and guarantying the indemnity obligations of Managing Member continued in this Section 10.4(c) shall fix a 10.6(a). In addition, concurrent with the closing date not later than sixty (60) days following whereby Managing Member is the earlier purchasing Member, Managing Member may, without penalty, terminate the Hotel Management Agreement, effective as of the date closing date. Time is of the delivery essence with respect to the closing of the Election Notice and the sale contemplated herein on or before expiration of such 30 Day Period ninety (which period may be extended if lender approval, if required, has not been obtained by such date90) and shall deposit five day period. One hundred percent (5100%) of the purchase price (the “Deposit”) in the escrow established for the closing Membership Interest being sold or purchased shall be payable at the Closing Date by wire transfer in immediately available funds. (b) Notwithstanding any other provisions hereof to the contrary, any purchasing Member shall not be required to close on the purchase of any Membership Interest in accordance with this Section 10.4 unless the representations and warranties of the sale. At selling Member as set forth in Section 10.7 shall be true and correct as of the Closing Date, and the selling Member shall deliver a certificate to such closingeffect to the purchasing party dated as of the Closing Date; provided, however, that it shall be made clear that as to the condition or prospects for the Company, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) is selling its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorizationon an “as-is, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably requestwhere-is” basis. If the Membership Interest purchasing Member fails to complete the purchase on or before the Closing Date (other than as a result of any Member is purchased pursuant to this Section 10.4(cthe selling Member’s default), then, effective as of then (i) the closing for Deposit deposited by the purchasing Member shall be forfeited by the purchasing Member and shall be paid over to the selling Member by the institution holding such purchase, Deposit; (ii) the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member have ninety (90) days to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that elect to become the purchasing Member either and purchase the other Member’s Membership Interest at ninety percent (i90%) cause of the selling Applicable Price or the Responding Member’s Purchase Price (as applicable); and (iii) such defaulting Member to may be released from any guarantees or indemnities entered into stripped of certain rights, powers and/or authority as expressly set forth in this Agreement (including, without limitation, such defaulting Member’s removal as Managing Member). All closings shall be conducted through an escrow agreement established by the selling Member Members with a title insurer, and shall take place in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling MemberNew Orleans, Louisiana. Each Member shall pay one-half of the cost of escrow, together with all of its own legal, accounting and other consultant attorneys fees and expenses incurred in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Memberssuch buy-sell transaction. Each Either Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest interest under this Section 10.4 and with an extra sixty (60) days (from may assign its rights, in the time of default) whole or in part, to make such decision, and an extra sixty (60) days (from the time any Affiliate of such election) to closeMember, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, provided that no assignment shall relieve the purchasing Member may enforce its rights by specific performance (and damages incidental party from any liability or obligation with respect to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedypurchase. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. (a) Either MCGIn the event JG and HHC fail to unanimously approve the Major Decisions set forth in Sections 6.2(f) or (g) (in each case, on the one handsolely in connection with a potential Sale Transaction), or Section 6.2(l) (in any such case, a “Significant Deadlock”) raised for approval (whether by the Manager Board or a Member) and either JG or HHC (or both) wish to negotiate and discuss such Major Decision in order to come to mutual agreement, HHC and JG shall negotiate in good faith for resolution thereof for a sixty (60) day period (the Keystone Investor “Deadlock Negotiation Period”). In the event the Significant Deadlock is not resolved during such period, (acting together), on the other hand, i) HHC shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4right, the Manager and Keystone Investor shall be considered one Member. upon written notice (b) Any Member which intends to exercise its buy/sell option hereunder (the an “Notifying Member”) shall first give notice of its intent to the other Member (the “HHC Buy/Sell Notice”) which to JG within forty five (45) days of the expiration of the Deadlock Negotiation Period (the “Initial Buy/Sell Notice shall (1) contain Period”), to deliver to JG a statement of irrevocable intent written offer to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for purchase all of the assets of the CompanyInterests owned by JG and his Permitted Transferees, free and clear of all liabilities liens and obligations relating thereto encumbrances, other than under applicable securities laws and this Agreement (a “HHC Buy/Sell Offer”), or (ii) in the event JG does not deliver an HHC Buy/Sell Notice within the Initial Buy/Sell Period and the Significant Deadlock is still not resolved, JG shall have the right, upon written notice (a “Specified Valuation Amount”) as of the date of the JG Buy/Sell Notice, ”) to HHC within forty five (345) disclose all material liabilities and potential material liabilities days of the Company actually known expiration of the Initial Buy/Sell Period (the “JG Buy/Sell Period”), to deliver to JG a written offer to purchase all of the Interests owned by HHC and his Permitted Transferees, free and clear of all liens and encumbrances, other than under applicable securities laws and this Agreement (a “JG Buy/Sell Offer”, and together with the HHC Buy/Sell Offer, a “Buy/Sell Offer”). Following the expiration of the JG Buy/Sell Period, for so long as the Significant Deadlock is not resolved, either Member may deliver a Buy/Sell Offer to the Notifying Member and other. (4b) disclose The Buy/Sell Offer shall set forth all of the terms and details of any discussion, offer, contract, similar agreement conditions on which either HHC or documents that JG TopCo (as applicable) under the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the HHC Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the JG Buy/Sell Notice (the “Triggering Member”) is willing to purchase the Interests owned by the other Member and his or its Permitted Transferee (the “Receiving Member”), shall have be a written and binding offer to purchase the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount Interests owned by the Receiving Member would be entitled to receive if and his or its Permitted Transferees, and shall include the Company sold all of its assets for the Specified Valuation Amount on the date Triggering Member’s determination of the Buy/Sell Notice and immediately thereafter the Company price per Unit to be paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject cash to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes and his or its Permitted Transferees for all of the Notifying Receiving Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such disputehis or its Permitted Transferees’ Units. (c) The Receiving Member shall give written notice have sixty (60) days (the “Election NoticeBuy/Sell Period”) after receipt of a Buy/Sell Offer to deliver to the Triggering Member a written and binding offer (the “Buy Response ”) to purchase (for cash) all of the Notifying Interests owned by the Triggering Member and his or its Permitted Transferees on the same terms set forth in the Buy/Sell Offer (except that the price to be paid by the Receiving Member pursuant to the Buy Response for the Interests owned by the Triggering Member and its Permitted Transferees will be equal to the price per Unit included in the Buy/Sell Offer multiplied by the number of Units held by the Triggering Member and his or its election under Section 10.4(bPermitted Transferees). (d) within thirty If (30i) the Receiving Member accepts the Buy/Sell Offer in writing, or (ii) otherwise does not deliver a Buy Response during the Buy/Sell Period, the Triggering Member will be deemed to have accepted the Buy/Sell Offer, and in the case of clause (i) or (ii), the closing of the purchase and sale of Interests contemplated by the Buy/Sell Offer will take place on the date that is ninety (90) days after receiving such the last day of the Buy/Sell Notice Period (or, if later, five (5) Business Days after all governmental or third party approvals required for the “30 Day Period”)purchase and sale have been obtained) or on such other date as the Triggering Member and Receiving Member otherwise agree. If the Receiving Member does not send its Election Notice within such 30 Day Perioddelivers the Buy Response, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to the purchase under this Section 10.4(c) shall fix a closing and sale of Interests contemplated by the Buy Response will take place on the date not later than sixty that is ninety (6090) days following the earlier after deliver of the date of the delivery of the Election Notice and the expiration of such 30 Day Period Buy Response (which period may be extended if lender approvalor, if requiredlater, has not been obtained by such date) and shall deposit five percent (5%) of Business Days after all governmental or third party approvals required for the purchase price and sale have been obtained) or on such other date as the Triggering Member and Receiving Member otherwise agree. (the “Deposit”e) in the escrow established for The transfer documentation effecting the closing of the sale. At such closing, the selling Member Buy/Sell Offer transaction shall Transfer be in form and substance reasonably acceptable to the buying Member (or party purchasing the buying Member’s nominee(s)) its entire Membership Interest Interests, with standard representations of ownership and authority to sell and assign the Interests to the purchaser, and the valid and enforceable transfer of the Interests free and clear of all liens or encumbrances, other than under applicable securities laws and competing claims this Agreement, together with such other instruments and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments documents as may be necessary or appropriate desirable to carry out legally effectuate the sale, assignment, conveyance and enforce the provisions of this Section 10.4 following the failure transfer of the selling Member Interests to execute, acknowledge and deliver the purchaser. Following the closing of any such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4Buy/Sell Offer, the selling Member maytransferring his or its Interest hereunder shall remain subject to any non-competition, as its exclusive remedy (except for the purchasing Member’s loss of rights described below)non-solicitation, either (i) retain the Deposit as liquidated damages corporate opportunity, non-disparagement and confidentiality obligations or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, similar restrictive covenants existing as of the date of such transaction in accordance with the closing: terms thereof as then in effect (i) including any such obligations under Section 8). In the aggregate amount event HHC or JG TopCo purchases the Interests of all Capital Contributions made by the other Member and his or its Permitted Transferees pursuant to this Section 7.6, the Member selling his or its Interests and the Directors such Member may designate shall be automatically removed from the Board (and the Member purchasing the Interests shall thereafter have the rights of the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made with respect to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount designation of such excess, former Member’s Director and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling other Member shall be decreased by the amount rights of such excessformer Member).

Buy-Sell. (a) Either MCGNotwithstanding anything to the contrary contained herein, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, each Member shall have the right right, in its sole and the option absolute discretion, to implement initiate and complete the buy/-sell procedure procedures described in this Section 8.5 (the “Buy-Sell Procedures”) at any time (i) following the Dedication Period, or (ii) following the inability to resolve a Deadlock as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member5.6. (b) Any The Member which intends that elects to exercise its initiate the Buy-Sell Procedures or the buy/-sell option hereunder procedures described in Section 8.6 (the “Notifying Initiating Member”) shall first give notice of its intent Notice (the “Buy-Sell Notice”) to the other Member (of the “initiation of such provision. The Buy/Sell Notice”) which Buy/-Sell Notice shall (1) contain constitute a statement of irrevocable intent binding offer by the Initiating Member to utilize this Section 10.4either, (2) contain a statement at the option of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership the Initiating Member’s (I) Common Interest to at the Notifying Member for an Price, (II) outstanding Preferred Interest, if any, at cost plus accrued and unpaid dividends and (III) Company Loan, if any, at the outstanding principal amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice plus accrued and immediately thereafter the Company paid all liabilities and obligations of the Company (whether unpaid interest or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase buy the entire Membership other Member’s (I) Common Interest of at the Notifying Member for an Price, (II) outstanding Preferred Interest, if any, at cost plus accrued and unpaid dividends and (III) Company Loan, if any, at the outstanding principal amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the plus accrued and unpaid interest. The Buy/-Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would must be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated delivered in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute12.16 hereof. (c) The Receiving non-Initiating Member shall give have thirty (30) days from the date the Price is determined (“Outside Response Date”) to send a written notice response (the “Election Response Notice”) to the Notifying Member of its Initiating Member, which Response Notice sets forth the non-Initiating Member’s election under Section 10.4(b(i) within thirty (30) days after receiving such Buy/Sell Notice (to be the “30 Day Period”)seller” under the Buy-Sell Procedures and to sell its entire Interest (including Common Interest and Preferred Interest, if any) and Company Loans, if any to the Initiating Member or (ii) to be the “purchaser” under the Buy-Sell Procedures and to purchase the entire Interest (including Common Interest and Preferred Interest, if any) and Company Loans, if any) in the Company owned by the Initiating Member, in each case, at the Price for the Common Interest, cost plus accrued and unpaid dividends for the Preferred Interest, if any, and the outstanding principal amount plus accrued and unpaid interest for the Company Loans, if any. The Response Notice may not contain any conditions or qualifications to such election and must contain one of the following statements: (i) In response to the Buy-Sell Notice, [Insert name of non-Initiating Member] hereby irrevocably elects to sell its [Interest, Preferred Interest and Company Loan, including any accrued and unpaid dividends and interest] to [Insert name of Initiating Member]; or (ii) In response to the Buy-Sell Notice, [Insert name of non-Initiating Member] hereby irrevocably elects to purchase the [Interest, Preferred Interest and Company Loan, including any accrued and unpaid dividends and interest] of [Insert name of Initiating Member]. (d) If the Receiving non-Initiating Member elects to be purchaser, its Response Notice shall constitute its legally binding obligation to complete the purchase described in this Section 8.5. (e) If the non-Initiating Member elects in its Response Notice to be the seller or if the non-Initiating Member does not send its Election Notice within such 30 Day Periodcomply with any applicable requirement of subsection (c) or (d) above in a timely manner, such Receiving Member(s) then the non-Initiating Member shall be deemed conclusively to have elected to sell its entire Membership Interest. be the seller and the Initiating Member shall be deemed to have elected to be the purchaser. (f) The Member obligated purchaser (as determined pursuant to purchase under this Section 10.4(cthe preceding provisions) shall fix a closing date (“Closing Date”), which must be a Business Day not later than sixty (60) days following the earlier Outside Response Date. The purchaser shall notify the seller in writing of the date of the delivery of the Election Notice and the expiration of such 30 Day Period Closing Date not less than ten (which period may be extended if lender approval, if required, has not been obtained by such date10) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably requestdays prior thereto. If the Membership Interest purchaser does not fix the Closing Date within fifty (50) days following the Outside Response Date, then the Closing Date shall automatically be the sixtieth (60th) day following the Outside Response Date; provided, however, that if that date is not a Business Day, then the Closing Date shall be the next Business Day. (g) If the purchaser defaults in its obligation to complete the transaction by the later to occur of the Closing Date and the receipt of any Member is purchased pursuant required regulatory approvals to this Section 10.4(c), then, effective as of the closing for such purchasetransaction, the selling Member seller shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause have the selling Member right, to be released from any guarantees or indemnities entered into exercised by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable Notice to the selling Member purchaser and completed within thirty (30) days of the original Closing Date determined under subsection (f), to become the purchaser but based on a Price equal to 90% of the original Price or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) be entitled to indemnify and hold harmless the selling Member from and against pursue any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legalother remedies, accounting and other consultant fees and expenses in connection with consummating a transaction including specific performance, available under this Section 10.4(c)Agreement or through court or other appropriate legal proceedings, and all whether at law or in equity, other closing costs shall be allocated equally between than the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% right to the selling Member and 50% to the purchasing Memberseek monetary damages. (dh) The selling Member hereby irrevocably constitutes If the seller defaults in its obligation to complete the transaction by the Closing Date, then the purchaser shall be entitled to all available legal and appoints equitable remedies against the purchasing Member as its attorney-in-fact to executeseller, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure including specific performance of the selling seller’s obligation to complete the transaction and recovery of all Losses of purchaser caused by seller’s default (including attorney’s fees, costs, expenses and disbursements paid or incurred in any legal or equitable action). (i) A Member to execute, acknowledge and deliver such instruments who as and when required herein, after written request to do so. If the purchasing Member purchaser defaults in its obligation to complete the performance transaction by the later of the Closing Date and the receipt of any required regulatory approvals, shall lose its rights to give a Buy-Sell Notice for a period of twenty-four (24) months after its failure to perform its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedyArticle 8. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. ​ ​ (a) Either MCGProcess. ​ (i) At any time after the Trigger Date, on any Limited Partner (which in the one hand, or case of the Manager and the Keystone Investor (acting together), on the other handIPT Limited Partner, shall have be deemed to include the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the General Partner for all purposes of this Section 10.4Article 9) that is not a BCIG Partner, the Manager and Keystone Investor shall be considered one Member. (b) Any Member which intends to exercise its buy/sell option hereunder Special Limited Partner or a Defaulting Partner (the “Notifying MemberTriggering Partner”) shall first give notice may initiate the procedures of its intent to the other Member this Section 9.1 (the “Buy/-Sell”) by delivery of a written notice (a “Buy-Sell Notice”) which to the other Limited Partners (the “Responding Partners”) and the Special Limited Partner stating that the Triggering Partner desires to initiate the Buy/-Sell. In the event that more than one Limited Partner issues a Buy-Sell Notice in accordance with the terms of this Section 9.1, the Buy-Sell Notice complying with this Section 9.1(a) that is issued first (i.e., the Buy-Sell Notice received by the other applicable Limited Partners first as determined by the date and time of receipt) shall be effective, and the other Buy-Sell Notice(s) shall be deemed not to have been issued (and therefore be ineffective). ​ (ii) The Buy-Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of set forth the aggregate dollar amount which gross purchase price for the Notifying Member is willing to pay in cash for all of Portfolio proposed by the assets of the Company, free and clear of all liabilities and obligations relating thereto Triggering Partner (the “Specified Valuation AmountOffered Price”) as of ). Until the date which is ninety (90) days after receipt of the an Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/-Sell Notice (the “Receiving MemberResponse Period”), the Responding Partners may deliver a written notice which shall have be irrevocable to the option Triggering Partner after electing either to either: (A) accept the offer to sell its entire Membership Interest (an “Acceptance Notice”) to the Notifying Member Triggering Partner for an amount equal a price applicable to the amount the Receiving Member Responding Partner’s Interest based on distributions that would be entitled made pursuant to receive Section 10.2 (after giving effect to all applicable provisions of this Agreement, but after liquidating all reserves then existing and without establishing any additional reserves) if the Company Portfolio was sold all of its assets for the Specified Valuation Amount on the date of the Buy/-Sell Notice for the Offered Price and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), Partnership and deducted customary closing costs any Investment Entity (excluding brokerage fees contingent liabilities) were satisfied from the proceeds from such sale (upon such election to sell, a Responding Partner shall be deemed a “Selling Partner” and commissionssuch applicable price shall be deemed the “Buy-Sell Price”) or (B) elect to buy the Interest of the Triggering Partner for a price applicable to the Triggering Partner’s Interest based on distributions that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company made pursuant to Section 11 10.2 (after giving effect to all applicable provisions of this Agreement, but after liquidating all reserves then existing and without establishing any disputes regarding such amounts shall be resolved by the Approved Accountants); (Badditional reserves) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company Portfolio was sold all of its assets for the Specified Valuation Amount on the date of the Buy/-Sell Notice for the Offered Price and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds Partnership and any other Company assets Investment Entity (excluding contingent liabilities) were satisfied from the proceeds from such sale (upon such election to each Member in liquidation buy, a Responding Partner shall be deemed a “Purchasing Partner” and such applicable price shall be deemed the “Buy-Sell Price”); provided, that if one Responding Partner elects to buy the Interest of the Company pursuant Triggering Partner and the other Responding Partner elects to Section 11 sell its Interest to the Triggering Partner, the Responding Partner electing to buy the Interest of the Triggering Partner shall also be required to buy the Interest of the other Responding Partner at the price applicable to such Responding Partner’s Interest (any disputes regarding such amounts which shall be resolved by deemed the Approved Accountants“Buy-Sell Price”); or (C) implement . A failure to respond during the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 Response Period shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5be deemed to constitute an election to sell. If more than one Purchasing Partner shall ​ ​ have elected to buy the Receiving Member disputes the Notifying Member’s statement Interest of the amount payable to each Member based on Triggering Partner, then the Specified Valuation Amount (there Interest of the Triggering Partner shall be no right allocated among such Purchasing Partners in proportion to challenge their respective Allocable Share at the Specified Valuation Amount itself), it shall promptly provide notice time of such dispute purchase. ​ (iii) Notwithstanding anything herein to the Notifying Member contrary, if IPT has commenced a bona fide, good faith IPT REIT Listing Transaction, the IPT Partners may, one-time only, delay (up to no more than ninety (90) days) any Buy-Sell triggered by any Limited Partner; provided, however, if IPT has filed an offering document with the Securities and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice Exchange Commission (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day PeriodSEC”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty ninety (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which 90)-day period may be extended if lender approval, if required, has not been obtained by such datefor up to three (3) and shall deposit five percent additional separate one (5%) of 1)-month periods as long as IPT is diligently responding to comments from the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest SEC at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make each such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4extension. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.​

Buy-Sell. (a) Either MCGAt any time after the 2 year anniversary of the Effective Date, on either Member (as applicable, the one hand, “Invoking Member”) may deliver to the other Member or the Manager and the Keystone Investor (acting togetherMember(s), on as the other handcase may be (the “Offeree Member(s)”), shall have written notice that the right and Invoking Member is invoking the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes provisions of this Section 10.4, 5.3 (the Manager and Keystone Investor shall be considered one Member“Buy- Sell Notice”). (b) Any Member which intends to exercise its buy/sell option hereunder (the “Notifying Member”) shall first give notice of its intent to the other Member (the “The Buy/Sell Notice”) which Buy/-Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of set forth the aggregate dollar amount price at which the Notifying Invoking Member is would be willing to pay in cash for purchase all of the properties and other assets of the CompanyCompany or such portion thereof as is then owned by the Company (collectively, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving MemberAssets”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying as if such Invoking Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject proposing to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) Assets from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such disputeCompany. (c) The Receiving Buy-Sell Notice shall constitute an offer by the Invoking Member to purchase all of the Assets for the price set forth in the Buy-Sell Notice. Such Buy-Sell Notice shall also constitute an offer by the Company to sell all of the Assets to the Offeree Member(s) at the price set forth in the Buy-Sell Notice. (d) Upon receipt of the Buy-Sell Notice, the Offeree Member(s) may elect either to purchase all of the Assets from the Company at the price set forth in the Buy-Sell Notice, or to cause the Company to sell all of the Assets to the Invoking Member at the price set forth in the Buy-Sell Notice. (e) The Offeree Member(s) shall give written notice (the “Election Notice”) of its or their, as applicable, election hereunder to the Notifying Invoking Member within 45 days after the Offeree Member's receipt of the Buy-Sell Notice; provided, however, that in the event the Offeree Member(s) shall fail to give the Invoking Member notice of its or their, as applicable, election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period45 day period, such Receiving Offeree Member(s) shall be conclusively deemed conclusively to have elected to cause the Company to sell its entire Membership Interest. all of the Assets to the Invoking Member upon the terms of such offer. (f) The Member obligated which is to purchase the Assets of the Company (the “Purchasing Member”) under this Section 10.4(c5.3 shall at the time such Member exercises its right to purchase deliver to the Escrow Agent (defined below) shall fix a closing date not later than sixty (60) days following cash in the earlier amount of 10% of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the net cash purchase price due the Company (the “Deposit”) which Deposit will be returned to the Purchasing Member only in the escrow established for the event of (i) a closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member purchase or (ii) cause a creditworthy affiliate the Company's default or other inability to perform in accordance with this Section 5.3. In the case of the purchasing Member Invoking Member, such exercise shall be deemed to occur on the earlier of (in the selling Member’s reasonable judgmentx) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or 5 days after the date Offeree Member's acceptance of the sale pursuant Invoking Member's offer to an indemnification agreement reasonably acceptable to purchase the selling Assets or (y) the 50th day after the Offeree Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure 's receipt of the selling Buy- Sell Notice. “Escrow Agent” shall mean any one of the following that is selected by the Member making the Deposit to execute, acknowledge and deliver such instruments serve as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either Escrow Agent hereunder: (i) retain the Deposit as liquidated damages a national title insurance company or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount law firm serving as counsel to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty Company or the Selling Member (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Depositdefined hereinafter), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. (a) Either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, The Initiating Member shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted the Dissolution Election Notice the all-cash price for the Buy-Sell Property which the Initiating Member would be willing to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any Member which intends to exercise its buy/sell option hereunder pay (the “Notifying Member”"INTEREST PRICE") and shall first give notice of its intent concurrently therewith deliver into escrow a deposit equal to the other Member five (the “Buy/Sell Notice”5%) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement percent of the aggregate dollar amount which the Notifying Member is willing to pay in cash Interest Price for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the such Buy/-Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof)Properties. The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within Not later than thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Dissolution Election Notice (the "THIRTY-DAY PERIOD"), the Other Member shall elect, with respect to each Buy-Sell Property, either (i) to purchase the Initiating Member's indirect interest in such Buy-Sell Property at an amount equal to the product of (A) the Interest Price and (B) Initiating Member's Percentage Interest in the expiration Company or (ii) to sell its interest in such Buy-Sell Property to the Initiating Member at an amount equal to the product of (A) the Interest Price and (B) Other Member's Percentage Interest in the Company (as applicable, the "PURCHASE PRICE"). Failure either to deliver written notice of such 30 election within the Thirty-Day Period (which period may be extended if lender approvalor, if requiredan election to purchase has been made, has not been obtained to deliver the deposit required hereinbelow, shall constitute an irrevocable election by such datethe Other Member to sell its interest in each Buy-Sell Property to the Initiating Member at the Purchase Price. With respect to any Buy-Sell Property for which the Other Member shall elect to be a purchaser, the Other Member or its designee(s) and shall deposit make a deposit, concurrently with delivery of its election, equal to five percent (5%) of the purchase price applicable Purchase Price, and the Initiating Member's original five percent (the “Deposit”5%) in the escrow established for the closing of the sale. At such closing, the selling Member deposit shall Transfer be returned within three (3) days to the buying Initiating Member. Any deposit shall be made by cash, wire transfer, or by official check or letter of credit, in either case issued by a clearinghouse bank and shall be held in an interest-bearing escrow account in a bank or trust company with the Company's counsel, as escrow agent pursuant to customary escrow provisions. All interest earned on any deposit shall be paid to the Purchasing Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(cdefined below), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member subject to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following 9.4(b)(ii). Upon the failure of date that the selling election(s) to buy or sell by the Other Member to execute, acknowledge shall have been made (or deemed made) and deliver such instruments as and when the required herein, after written request to do so. If deposit shall have been delivered the purchasing Member defaults in the performance of its obligations under this Section 10.4"CONTRACT DATE"), the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company Members shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made deemed to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.have entered into a binding

Buy-Sell. (a) Either MCGAny time after the date that is twenty-four (24) months after Completion of the Project, on either LMI or CNL may make an offer to purchase the one hand, other’s Entire Interest or the Manager and the Keystone Investor sell its Entire Interest for such purchase price (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor which shall be considered one Member. (bpayable in cash at the closing of any such transaction) Any and on such terms as such Member which intends to exercise its buy/sell option hereunder (the “Notifying MemberProposer”) shall first give may propose in a notice of its intent (the “Sale Proposal”) to the other Member (the “Buy/Sell NoticeResponding Member”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, Sale Proposal shall include a statement as to the total purchase price for the Property that formed the basis for the stated purchase price for each Entire Interest. (b) Within forty-five (45) days after receiving a copy of the Buy/Sell Notice Sale Proposal, the Responding Member shall notify the Proposer: (“Receiving Member”), shall have i) that the option Responding Member is agreeable to either: (A) sell the sale of its entire Membership Entire Interest to the Notifying Proposer in accordance with the terms set forth in the Sale Proposal; or (ii) that the Responding Member for elects to purchase the Entire Interest of the Proposer at the Reply Price (as defined below) determined in accordance with Section 10.8 and otherwise in accordance with the terms set forth in the Sale Proposal, as modified in accordance with Section 10.8(a). Such notification shall be accompanied by a deposit in an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer amount payable to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased Proposer pursuant to this Section 10.4(c10.7(b)(ii) (such amount, together with any interest earned thereon, being hereinafter called the “Responding Member’s Buy-Sell Deposit”), then, effective as which amount shall be non-refundable unless the purchase and sale pursuant to this Section 10.7(b)(ii) does not close due to the default of the Proposer. Notice of election to purchase shall be addressed to the Proposer and shall set forth the time and place of closing for such purchasewhich, unless otherwise agreed, shall be at the selling Member shall withdraw as a Member and, if applicable, Manager, office of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either during usual business hours within sixty (i60) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or days after the date of the sale pursuant to an indemnification agreement reasonably acceptable to giving of the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction notice of election under this Section 10.4(c10.7(b)(ii), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. (a) Either MCG, on TRG LLC or Taubman (the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, "Initiating Member") shall have the right and right, at any time, to initiate a termination of the option to implement the buy/sell procedure as set forth Company in accordance with this Section 10.4 if permitted 6.5. The Initiating Member shall deliver to do so under Section 9.1(e). For whichever of TRG LLC or Taubman is not the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any Member which intends to exercise its buy/sell option hereunder (the “Notifying Member”) shall first give notice of its intent to the other Initiating Member (the “"Non-Initiating Member") an offer (the "Buy/-Sell Notice”Offer") which Buy/Sell Notice shall in writing stating a cash purchase price (1the "Total Price") contain a statement of irrevocable intent attributable to utilize this Section 10.4, one hundred percent (2100%) contain a statement of the aggregate dollar Company’s assets. The Non-Initiating Member then shall have the option either: (i) to purchase the Membership Interest of the Initiating Member in the Company for cash at a price equal to the amount which that the Notifying Initiating Member is willing to pay in cash would receive under Section 8.1(a) hereof if the Company’s assets were sold for the Total Price and all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known were satisfied; or (ii) to sell to the Notifying Initiating Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery Membership Interest of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to Non- Initiating Member in the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member Company for an amount cash at a price equal to the amount that the Receiving Non-Initiating Member would be entitled to receive under Section 8.1(a) hereof if the Company Company’s assets were sold for the Total Price and all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are resatisfied. The Non-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Initiating Member shall give written notice (the “Election Notice”) of such election to the Notifying Initiating Member within forty-five (45) Days after receipt of its election under Section 10.4(b) within thirty (30) days after receiving such the Buy/-Sell Notice (the “30 Day Period”)Offer. If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) Such notice shall be deemed conclusively accompanied by a cxxx xxxxxxx money deposit equal to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price if the Non-Initiating Member elects to purchase the Membership Interest of the Initiating Member. Failure of the Non-Initiating Member to give the Initiating Member notice that the Non-Initiating Member has elected under Section 6.5(a)(i) hereof (and to deliver the “Deposit”required deposit) within the foregoing forty-five (45) Day period shall be conclusively deemed to be an election to sell under Section 6.5(a)(ii) hereof. In the event that the Non-Initiating Member does not elect to purchase the Membership Interest of the Initiating Member, the Initiating Member shall give the Non-Initiating Member, a cxxx xxxxxxx money deposit equal to five percent (5%) of the purchase price of the Non-Initiating Member’s Membership Interest, within ten (10) Days after (i) the receipt of the Non-Initiating Member’s election to sell under Section 6.5(a)(i) hereof, or (ii) if no election is made by the Non-Initiating Member, the expiration of the forty-five (45) Day period within which the Non-Initiating Member could have sent its election, as applicable. (b) The closing of a purchase pursuant to Section 6.5(a) hereof shall be held in accordance with the escrow established for provisions of Section 6.7 hereof at the principal office of the Company on a Business Day agreed to by the Initiating Member and the Non-Initiating Member that is not more than seventy-five (75) Days after receipt of the written notice of the election of the Non-Initiating Member or not more than one hundred five (105) Days after receipt of the Buy-Sell Offer if the Non-Initiating Member fails to give such notice. At the closing, the Initiating Member’s or Non-Initiating Member’s, as applicable, exxxxxx money deposit, together with interest thereon, shall be credited against the purchase price of the Membership Interest being purchased; provided, however, that if the closing shall fail to occur because of a default by the sale. At such closingpurchasing Member, the purchasing Member may not submit a Buy-Sell Offer, an Offer, or a Sale Offer, for a period of twelve (12) months after the scheduled closing date, and the selling Member shall Transfer to have the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member mayright, as its exclusive remedy (except for the purchasing Member’s loss of rights described below)remedies, either to (i) retain the Deposit purchasing Member’s exxxxxx money deposit, together with interest thereon, as liquidated damages, it being agreed that in such instance, the selling Member’s damages or would be difficult, if not impossible, to ascertain, and/or (ii) acquire elect, within sixty (60) Days after such default, to purchase the purchasing Member’s Membership Interest at for a ten percent (10%) discount to the cash purchase price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit)amount that such purchasing Member would receive under clause (i) or clause (ii) of Section 6.5(a) hereof, as applicable, provided that such Member includes a cxxx xxxxxxx money deposit equal to five percent (5%) of such purchase price with its exclusive remedy. (e) election. Notwithstanding anything to the contrary contained herein, a Member may not submit a Buy-Sell Offer in accordance with this Section 10.46.5 if (x) a Member has given an Offer in accordance with Section 6.4 hereof or a Sale Offer in accordance with Section 6.6 hereof, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determinedeither case, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period that is outstanding or pursuant to which a purchase has not yet been consummated, or (y) a Member is marketing the Property as provided in Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess6.6 hereof.

Buy-Sell. (a) Either MCG, Olympia or Presidio may initiate buy/sell procedures with respect to one or more Partnerships at any time commencing on the one hand, Buy/Sell Effective Date (as hereinafter defined) (b) Either Olympia or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement Presidio may initiate the buy/sell procedure as set forth in this Section 10.4 if permitted procedures with respect to do so under Section 9.1(e). For one or more Partnerships by delivering to the purposes of this Section 10.4, other a written offer (the Manager and Keystone Investor shall be considered one Member. (b"Buy/Sell Offer") Any Member which intends to exercise its stating the buy/sell option hereunder price on a per Unit/per Partnership basis (the “Notifying Member”) which buy/sell price shall first give notice of its intent to the other Member (the “Buy/Sell Notice”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay be payable solely in cash and shall not exceed, for all of any Partnership, the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) net asset value per Unit for such Partnership as of the date of the Buy/Sell NoticeOffer (the "Maximum Price")) and other material terms and conditions on which the initiating party is willing to purchase all, (3) disclose all material liabilities and potential material liabilities but not less than all, Olympia Covered Units or Presidio Covered Units, as the case may be, of the Company actually known such Partnership. The non- initiating party shall then be obligated to elect to sell Units to the Notifying Member initiating party at the per Unit price and (4) disclose upon the other terms and details conditions set forth in the Buy/Sell Offer, or to purchase Units from the initiating party upon such terms and conditions. (If the Buy/Sell Offer relates to more than one Partnership, the non-initiating party may, in its discretion, elect to buy Units of any discussionone Partnership and sell Units of another, offer, contract, similar agreement or documents that subject to Section 4.2(c) below). The non-initiating party shall have fifteen days from the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of date the Buy/Sell Notice with any potential purchaser is delivered to it (the "Reply Period") to decide whether to buy or equity provider (but not debt financier) sell. Failure to notify the initiating party of such decision at or with respect prior to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date end of the BuyReply Period shall be deemed a decision to buy Units. Notwithstanding the foregoing, in the event that the non-initiating party wishes to buy Units of a Partnership but believes that the buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed sell price named in the Buy/Sell Offer exceeds the Maximum Price for such Partnership, the non-initiating party shall notify the initiating party during the Reply Period of its election to buy such Units at the Maximum Price, which notice (the "Appraisal Notice") shall set forth the Maximum Price (in the opinion of the non-initiating party) and shall name an appraiser with a minimum of ten years experience in the appraisal of properties of the type owned by the Partnership(s) whose Units are subject to appraisal (a "Qualified Appraiser"). If the parties cannot agree upon the Maximum Price, the initiating party shall name a Qualified Appraiser (and shall so notify the non-initiating party in writing) within ten days following its receipt of the Appraisal Notice, and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with the two Qualified Appraisers shall choose a third impartial Qualified Appraiser (the "Impartial Appraiser") within ten days following selection of the second Qualified Appraiser. If the initiating party salefails timely to select (and to notify the non-initiating party of its selection of) a Qualified Appraiser in accordance the immediately preceding sentence, the Qualified Appraiser selected by the non-initiating party shall select the Impartial Appraiser. The Impartial Appraiser so selected shall perform an appraisal to determine the Maximum Price of Units of the Partnership(s) subject to the dispute between the parties and shall present the results of such appraisal and his determination of the Maximum Price to the parties in writing within 90 days following such appraiser's selection. The determination of such Impartial Appraiser shall be final and binding on the parties hereto. Each (c) If Presidio or an affiliate does not exercise the Call Option with respect to one or more Partnerships (and, subject to Section 10.6as a result, distributed there are no Presidio Covered Units of such Partnership(s)) or if, at the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional time buy/sell procedures described are initiated, Presidio and its affiliates collectively own more than 15% of the outstanding Units of the Partnership(s) with respect to which such buy/sell procedures are initiated, then, notwithstanding the provisions of section 4.2 hereof to the contrary: (i) if AREH or an affiliate initiates buy/sell procedures with respect to such Partnership(s), AREH or such affiliate may require Presidio to buy the Units of such Partnership(s) covered by AREH's or such affiliate's Buy/Sell Offer at the Maximum Price then applicable to such Units, and (ii) if Presidio initiates buy/sell procedures with respect to such Partnership(s), AREH and its affiliates may, in their discretion, elect to sell the Units covered by Presidio's Buy/Sell Offer at the Maximum Price then applicable to such Units or to retain such Units. The appraisal procedures set forth in paragraph (b) above shall apply to buy/sell procedures governed by this paragraph (c), if applicable. (d) As used herein, "Buy/Sell Effective Date" shall mean, as to Units of any Partnership, the earlier to occur of: (a) the six-month anniversary of the Final Expiration Date; and (b) the date on which Presidio gives notice (in accordance with Section 8.7 hereof) to Olympia and AREH of a proposal by or on behalf of the general partners of any Partnership or any affiliate of such general partners to effect a "roll-up" transaction (within the meaning of Item 901 of Regulation S-K promulgated by the Commission under the Exchange Act) involving such Partnership (it being agreed by Presidio that it will not permit any such "roll-up" transaction to be consummated less than sixty days following the giving of such notice (in accordance with Section 8.7 hereof) to Olympia and AREH). Any notice given pursuant to clause (b) of the immediately preceding sentence shall set forth, in reasonable detail, all material terms of the "roll-up" transaction being proposed. Notwithstanding the foregoing, in the remaining provisions event that Presidio makes a Buy/Sell Offer at a time when either the purchase or sale of this Section 10.4 shall no longer apply unless and until Units by Olympia or its affiliates pursuant to the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this section 4 would cause Olympia or any such affiliate to incur liability under Section 10.4(b16(b) from of the Exchange Act, Olympia may so notify Presidio (which notice shall state the earliest date (the "Trigger Date") on which Olympia or such affiliate could commit either to purchase or sell Units without incurring such liability, provided that such Trigger Date shall not be more than six months and one day following the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Presidio's Buy/Sell Notice (the “30 Day Period”Offer). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) in which event Presidio's Buy/Sell Offer shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under be rescinded for all purposes of this Section 10.4(c) shall fix a closing date agreement, and Presidio may not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer initiate another Buy/Sell Offer prior to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver Trigger Date. Olympia may not cause a Buy/Sell Offer to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased be rescinded pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (isection 4.2(c) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Membermore than once. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. (a) Either MCGAny time after the date that is twenty-four (24) months after Completion of the Project, on either MCR or CNL (the one hand, or initiator being the Manager and the Keystone Investor (acting together), on “Proposer”) may make an offer to purchase the other hand, shall have Member’s Entire Interest or to sell its Entire Interest to the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor other Member for such purchase price (which shall be considered one Member. (bpayable in cash at the closing of any such transaction) Any Member which intends to exercise its buy/sell option hereunder and on such terms as such Proposer may propose in a notice (the “Notifying MemberSale Proposal”) shall first give notice of its intent to the other Member (the “Buy/Sell NoticeResponding Member”) which Buy/Sell Notice ). The Sale Proposal shall (1) contain include a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to total purchase price for the Project (or any portion thereof“Property Value”) that formed the basis for the stated purchase price for each Entire Interest, which purchase price shall be calculated from the Property Value on the same basis as provided in Section 10.8(a). The other Member, . (b) Within forty-five (45) days after receiving a copy of the Buy/Sell Notice Sale Proposal, the Responding Member shall notify the Proposer: (“Receiving Member”), shall have i) that the option Responding Member is agreeable to either: (A) sell the sale of its entire Membership Entire Interest to the Notifying Member for an amount equal to Proposer in accordance with the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed terms set forth in the Buy/Sell Notice), and deducted customary closing costs Sale Proposal; or (excluding brokerage fees and commissionsii) that would be associated with a third party sale, and, subject the Responding Member elects to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Entire Interest of the Notifying Member for an amount equal to Proposer at the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company Reply Price (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (Cas defined below) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated determined in accordance with Sections 10.4 Section 10.8(a) and 10.5otherwise in accordance with the terms set forth in the Sale Proposal, as modified in accordance with Section 10.8(a). If Such notification shall be in addressed to the Receiving Member disputes the Notifying Member’s statement Proposer. Failure of the amount payable Responding Member to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute respond to the Notifying Member and to Sale Proposal within the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty forty-five (3045) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods period set forth in this Section 10.4(b10.7(b) from shall be deemed an election by the date on which notice of such dispute is given Responding Member to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such disputesell its Entire Interest under Section 10.7(b)(i). (c) The Receiving Notification of election by the Responding Member shall give written notice (the “Election Notice”) be delivered to the Notifying Member Proposer. Upon delivery of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (notification, the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under shall, within five (5) days, make an escrow deposit with a nationally recognized title insurance company in an amount equal to one percent (1%) of the Property Value (such amount, together with any interest earned thereon, being hereinafter called the “Buy-Sell Deposit”), which amount shall be non-refundable unless the purchase and sale pursuant to this Section 10.4(c10.7 does not close due to the default of the Member obligated to purchase or an event described in Section 10.8(h). (d) Unless otherwise agreed by the Members, closing shall fix be at the office of the Company, during usual business hours on a closing date not later than specified by the Member obligated to purchase within sixty (60) days following the earlier of after the date of the delivery giving of the Election Notice and the notice of election under Section 10.7(b) or, if no such notice is given, expiration of such 30 Day Period the forty-five (which 45) period may referenced in Section 10.7(b). The Buy-Sell Deposit shall be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of credited against the total purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Entire Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is being purchased pursuant to this Section 10.4(c)10.7; provided, thenhowever, effective as that, if the closing shall fail to occur because of a default by the Member obligated to purchase, subject to the provisions of Section 10.7(b) above concerning refundability of the closing for such purchasedeposit, the selling Member obligated to sell shall withdraw have the right to retain the Buy-Sell Deposit as a liquidated damages, it being agreed that in such instance the actual damages of the Member andobligated to sell would be difficult, if applicablenot impossible, Manager, to ascertain. The provisions of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it Section 10.8 shall be a condition of such applicable to any sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection accordance with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Memberthis Section 10.7. Each Member shall pay its own legal, accounting and other consultant fees and expenses a portion of any transfer or similar taxes due in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions sale of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Entire Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) 10.7 in proportion to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedytheir respective Percentage Interest. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. (a) Either MCGSubject to Section 10.3 hereof, on either all of the one handAcquisition Members, collectively, or Cxxx, as the Manager and Offeror, may, at any time after the Keystone Investor date that one (acting together)1) year after the date of the closing of the Purchase, on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. deliver a written notice (b) Any Member which intends to exercise its buy/sell option hereunder (the “Notifying Member”) shall first give notice of its intent to the other Member (the a “Buy/-Sell Notice”) which to the other Member(s) (the “Offeree”) that the Offeror desires to exercise its rights under this Section 10.2. The Buy/-Sell Notice shall specify a price at which the Offeror is willing to sell the Property (the “Offer Price”), and shall contain an offer to (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of buy the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Offeree’s Membership Interest to the Notifying Member for an amount equal to the cash amount that the Receiving Member Offeree would be entitled have received had the Property been sold to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject for the Offer Price in an all cash transaction and the proceeds of sale distributed in accordance with Section 8.3 above (the “Buy Option”) and (2) sell to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of Offeree the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Offeror’s Membership Interest of the Notifying Member for an amount equal to the cash amount that the Notifying Member Offeror would be entitled have received had the Property been sold to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party salefor the Offer Price in an all cash transaction and the proceeds of sale distributed in accordance with Section 8.3 above (the “Sell Option”). Notwithstanding anything in this Section 10.2 to the contrary, andthe Acquisition Members may deliver a Buy-Sell Notice to Cxxx at any time after the date hereof following the removal of CC or CE, subject to Section 10.6as applicable, distributed as the net proceeds and any other Company assets to each Member in liquidation of the Company Manager pursuant to Section 11 4.4(a)(vi) hereof. (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (Cb) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are reIf a Buy-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to an Offeree, the Notifying Member through and including the date on which the Approved Accountants provide Offeree shall have a written report period of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) up to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving the giving of such Buy/notice in which to accept, by written notice to the Offeror, the Buy Option or the Sell Notice (the “30 Day Period”)Option. If written notice of such election is not given to the Receiving Member does not send its Election Notice Offeror within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty thirty (6030) days following the earlier Buy-Sell Notice, it shall be conclusively deemed that the Offeree has elected to accept the Offeror’s offer to buy the Offeree’s Membership Interest pursuant to the Buy Option. If the Sell Option is accepted, the Offeree shall contemporaneously deliver a certified or bank check drawn on a bank that is a member of the date New York Clearinghouse Association payable to the order of Citibank, N.A. or another bank agreed to by the parties, as escrow agent (the “Buy-Sell Escrow Agent”), in an amount equal to the Buy-Sell Deposit. If the Buy Option is accepted (or deemed accepted), the Offeror shall within five (5) Business Days deliver the Buy-Sell Deposit to the Buy-Sell Escrow Agent. If the Member obligated to deliver the Buy-Sell Deposit fails to do so, the other Member may either (i) elect within five (5) Business Days to become the buyer under the Buy Option (in which case it shall promptly deliver the Buy-Sell Deposit as contemplated herein) or (ii) sxx the defaulting party for breach of contract (in which case it shall be entitled to an amount equal to the Buy-Sell Deposit as liquidated damages, not as a penalty). (c) If either a Buy Option or a Sell Option is properly exercised as set forth above, the Offeror and the Offeree shall each buy and sell, as the case may be, the entire interest in the Company of the Offeror or the Offeree, as the case may be, such interest to be transferred to the other or the other’s designee on the thirtieth (30th) day after the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approvalexercise notice, or deemed election, if requiredapplicable (or the next Business Day thereafter if such day is not a Business Day). At the closing, has not been obtained the purchase price specified above shall be paid by such datethe purchasing Member by official bank check or by bank wire transfer of immediately available funds. For the avoidance of doubt, at the closing, the Members agree to prorate among themselves (x) any cash then held by the Company, (y) any cash reserves or deposits then held by any third parties for the account of the Company and shall deposit five percent (5%z) any accounts payable or other current liabilities of the Company. The terms of the purchase price and sale shall be unconditional, except that (i) each of the “Deposit”) Members whose interests are being sold shall be deemed to represent and warrant to the purchasing Members that its entire interest in the escrow established for the closing of the sale. At such closing, Company is owned by the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing encumbrances and is subject to no legal or equitable claims and (ii) the purchasing Members shall be deemed to have assumed all obligations and liabilities relating to the purchased interest arising from transactions or events first occurring after the date of such sale, and upon demand each such Member shall deliver to the buying other appropriate documentation evidencing the sale, assignment, representation and assumption set forth herein. If any Member (shall fail to comply with its obligation to sell its interest in the Company or purchase the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and interest of the absence of any such liens or competing claimsother Members, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c)applicable, then, effective as of the closing for such purchase, the selling Member shall withdraw as be deemed a Defaulting Member andhereunder and the other Members shall have, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable addition to the selling Member rights and remedies set forth herein, all rights and remedies at law or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Memberequity. (d) The selling Member hereby irrevocably constitutes If any transfer or similar taxes shall be payable in connection with a Transfer of Membership Interests by and appoints among Cxxx and the purchasing Member as its attorney-in-fact Acquisition Members pursuant to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.410.2, the selling buying Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages shall pay such transfer or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedysimilar taxes. (e) Notwithstanding anything In the event the Offeror or the Offeree, as the case may be, shall purchase Membership Interests pursuant to the contrary in terms of this Section 10.410.2, such purchasing Member may elect to cause the subject Membership Interests to be transferred to its nominee if the acquisition by such nominee would not result in the transfer being deemed a non-exempt prohibited transaction under ERISA. (f) For purposes of this Section 10.2, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as use of the date term “Member” shall mean, with respect to the Acquisition Members, all of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excessAcquisition Members collectively.

Buy-Sell. (a) Either MCG, Olympia or Presidio may initiate buy/sell procedures with respect to one or more Partnerships at any time commencing on the one handBuy/Sell Effective Date (as hereinafter defined) through and including the Standstill Expiration Date. Anything herein to the contrary notwithstanding, buy/sell procedures may not be instituted more than once with respect to any Partnership (except that the delivery of a Buy/Sell Offer that is rescinded pursuant to section 4.2(d) hereof shall not constitute the institution of buy/sell procedures for this purpose). Such buy/sell procedures shall cover, in the case of Olympia, all Units of a Partnership acquired by Olympia and/or any Permitted Transferee pursuant to an Offer (other than Units purchased by Presidio upon exercise of the Call Option) and all other Units owned by Olympia or any affiliate of Olympia at the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement time the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4procedures are initiated (collectively, the Manager and Keystone Investor shall be considered one Member"Olympia Covered Units") and, in the case of Presidio, all Units of such Partnership acquired by Presidio or any affiliate of Presidio upon exercise of the Call Option (collectively, the "Presidio Covered Units"). (b) Any Member which intends to exercise its Either Olympia or Presidio may initiate the buy/sell option hereunder (the “Notifying Member”) shall first give notice of its intent procedures with respect to one or more Partnerships by delivering to the other Member a written offer (the “"Buy/Sell Notice”Offer") stating the buy/sell price on a per Unit/per Partnership basis (which Buybuy/Sell Notice sell price shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay be payable solely in cash and shall not exceed, for all of any Partnership, the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) net asset value per Unit for such Partnership as of the date of the Buy/Sell NoticeOffer (the "Maximum Price")) and other material terms and conditions on which the initiating party is willing to purchase all, (3) disclose all material liabilities and potential material liabilities but not less than all, Olympia Covered Units or Presidio Covered Units, as the case may be, of the Company actually known such Partnership. The non- initiating party shall then be obligated to elect to sell Units to the Notifying Member initiating party at the per Unit price and (4) disclose upon the other terms and details conditions set forth in the Buy/Sell Offer, or to purchase Units from the initiating party upon such terms and conditions. (If the Buy/Sell Offer relates to more than one Partnership, the non-initiating party may, in its discretion, elect to buy Units of any discussionone Partnership and sell Units of another, offer, contract, similar agreement or documents that subject to Section 4.2(c) below). The non-initiating party shall have fifteen days from the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of date the Buy/Sell Notice with any potential purchaser is delivered to it (the "Reply Period") to decide whether to buy or equity provider (but not debt financier) sell. Failure to notify the initiating party of such decision at or with respect prior to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date end of the BuyReply Period shall be deemed a decision to buy Units. Notwithstanding the foregoing, in the event that the non-initiating party wishes to buy Units of a Partnership but believes that the buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed sell price named in the Buy/Sell Offer exceeds the Maximum Price for such Partnership, the non-initiating party shall notify the initiating party during the Reply Period of its election to buy such Units at the Maximum Price, which notice (the "Appraisal Notice") shall set forth the Maximum Price (in the opinion of the non-initiating party) and shall name an appraiser with a minimum of ten years experience in the appraisal of properties of the type owned by the Partnership(s) whose Units are subject to appraisal (a "Qualified Appraiser"). If the parties cannot agree upon the Maximum Price, the initiating party shall name a Qualified Appraiser (and shall so notify the non-initiating party in writing) within ten days following its receipt of the Appraisal Notice, and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with the two Qualified Appraisers shall choose a third impartial Qualified Appraiser (the "Impartial Appraiser") within ten days following selection of the second Qualified Appraiser. If the initiating party salefails timely to select (and to notify the non-initiating party of its selection of) a Qualified Appraiser in accordance the immediately preceding sentence, the Qualified Appraiser selected by the non-initiating party shall select the Impartial Appraiser. The Impartial Appraiser so selected shall perform an appraisal to determine the Maximum Price of Units of the Partnership(s) subject to the dispute between the parties and shall present the results of such appraisal and his determination of the Maximum Price to the parties in writing within 90 days following such appraiser's selection. The determination of such Impartial Appraiser shall be final and binding on the parties hereto. Each party shall bear any costs and expenses of the Qualified Appraiser selected by such party and Presidio shall bear 50% and AREH shall bear 50% of the costs and expenses of the Impartial Appraiser. (c) If Presidio or an affiliate does not exercise the Call Option with respect to one or more Partnerships (and, subject to Section 10.6as a result, distributed there are no Presidio Covered Units of such Partnership(s)) or if, at the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional time buy/sell procedures described are initiated, Presidio and its affiliates collectively own more than 15% of the outstanding Units of the Partnership(s) with respect to which such buy/sell procedures are initiated, then, notwithstanding the provisions of section 4.2 hereof to the contrary: (i) if AREH or an affiliate initiates buy/sell procedures with respect to such Partnership(s), AREH or such affiliate may require Presidio to buy the Units of such Partnership(s) covered by AREH's or such affiliate's Buy/Sell Offer at the Maximum Price then applicable to such Units, and (ii) if Presidio initiates buy/sell procedures with respect to such Partnership(s), AREH and its affiliates may, in their discretion, elect to sell the Units covered by Presidio's Buy/Sell Offer at the Maximum Price then applicable to such Units or to retain such Units. The appraisal procedures set forth in paragraph (b) above shall apply to buy/sell procedures governed by this paragraph (c), if applicable. (d) As used herein, "Buy/Sell Effective Date" shall mean, as to Units of any Partnership, the earlier to occur of: (a) the six-month anniversary of the Final Expiration Date; and (b) the date on which Presidio gives notice (in accordance with Section 8.7 hereof) to Olympia and AREH of a proposal by or on behalf of the general partners of any Partnership or any affiliate of such general partners to effect a "roll-up" transaction (within the meaning of Item 901 of Regulation S-K promulgated by the Commission under the Exchange Act) involving such Partnership (it being agreed by Presidio that it will not permit any such "roll-up" transaction to be consummated less than sixty days following the giving of such notice (in accordance with Section 8.7 hereof) to Olympia and AREH). Any notice given pursuant to clause (b) of the immediately preceding sentence shall set forth, in reasonable detail, all material terms of the "roll-up" transaction being proposed. Notwithstanding the foregoing, in the remaining provisions event that Presidio makes a Buy/Sell Offer at a time when either the purchase or sale of this Section 10.4 shall no longer apply unless and until Units by Olympia or its affiliates pursuant to the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this section 4 would cause Olympia or any such affiliate to incur liability under Section 10.4(b16(b) from of the Exchange Act, Olympia may so notify Presidio (which notice shall state the earliest date (the "Trigger Date") on which Olympia or such affiliate could commit either to purchase or sell Units without incurring such liability, provided that such Trigger Date shall not be more than six months and one day following the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Presidio's Buy/Sell Notice (the “30 Day Period”Offer). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) in which event Presidio's Buy/Sell Offer shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under be rescinded for all purposes of this Section 10.4(c) shall fix a closing date agreement, and Presidio may not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer initiate another Buy/Sell Offer prior to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver Trigger Date. Olympia may not cause a Buy/Sell Offer to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased be rescinded pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (isection 4.2(c) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Membermore than once. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. (a) Either MCGIn the event of a Unanimous Decision, a Super-Majority Decision or a Majority Decision with respect to which a Holder believes there is a potential material disagreement, such Holder may deliver written notice to the Servicer and each other Holder that it requests a vote to determine the resolution of the potential material disagreement. Within two (2) Business Days of such notice, the Servicer shall deliver to each Holder a written notice with the proposed course of action then subject to the potential material disagreement, such proposed course of action being described in the form of a “yes” or “no” question. Such written notice shall indicate, and the respective Holders acknowledge, that (i) each Holder must respond in writing with either a “yes” or “no” response to such proposed course of action within two (2) Business Days of receipt of such proposed course of action and (ii) failure of a Holder to respond within such two (2) Business Day period will be deemed to be a “yes” response from that Holder. The Servicer shall determine which Holders are “yes” Holders and which Holders are “no” Holders, the determination of such shall be binding on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For Holders for the purposes of this Section 10.4, the Manager 8 absent manifest error. The Servicer’s determination of “yes” Holders and Keystone Investor “no” Holders shall be considered one Membersent to each Holder and shall be utilized for determining whether any Holder in the group has the requisite percentage of Holders necessary to exercise its right to declare a Material Disagreement in accordance with Section 8(b) below. (b) Any Member which intends Prior to exercise its buy/sell option hereunder the Lead Securitization, if Holders holding at least (i) 50.1% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Unanimous Decision, (ii) 45% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Super-Majority Decision, or (iii) 40% of the aggregate Percentage Interest but less than the requisite Percentage Interest required for a Majority Decision, are “yes” Holders (as contemplated by Section 8(a) above) with respect to a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, in accordance with Section 5 hereof (such “yes” Holders in agreement, the “Notifying MemberAgreeing Holders”), which failure to obtain the necessary votes for a Unanimous Decision, a Super-Majority Decision or a Majority Decision, as applicable, continues for two (2) days after written notice from any one or more Agreeing Holders to all of the “no” Holders (as contemplated by Section 8(a) above) (each a “Target Holder”) shall first give notice of its intent and each other Agreeing Holder that a disagreement has occurred that is material to the servicing or administration of the Mortgage Loan (a “Material Disagreement”), then, until the Material Disagreement is resolved, (i) any one or more Agreeing Holders may deliver to each of the Target Holders (in such case, the “Notice Holders”), each other Member Agreeing Holder and the Servicer and (ii) any one or more Target Holders may deliver to each of the Agreeing Holders (in such case, the “Notice Holders”), each other Target Holder and the Servicer a written notice (such party, or collectively such parties, sending the notice, the “Invoking Holder”), which written notice (the “Buy/-Sell Notice”) shall specify a price for the Mortgage Loan (which price shall be expressed as a percentage of par (the “Pricing Convention”) at which such Invoking Holder shall buy or sell the applicable interest in the Mortgage Loan (which may be all or only a portion of the Mortgage Loan, as determined by the Holders through the operation of this Section 8) in accordance with the terms of this Section 8. Prior to 5:00 p.m. New York time, on the fifth (5th) Business Day after delivery of the initial Buy/-Sell Notice (the “Buy-Sell Notice Deadline”), each Notice Holder and the initial Invoking Holder shall have the right to deliver to the Servicer, the other Notice Holders and, if applicable, the initial Invoking Holder, one or more subsequent Buy-Sell Notices specifying (in accordance with the Pricing Convention) a higher price for the Mortgage Loan than was specified in the preceding Buy-Sell Notice, in which case the Buy-Sell Notice containing the highest price for the Mortgage Loan shall remain in effect and the party delivering such Buy-Sell Notice shall thereafter be deemed to be the “Invoking Holder” hereunder; and the other Buy-Sell Notice(s) shall cease to have any further force and effect, and if the Invoking Holder is an Agreeing Holder, then the Target Holders shall be deemed to be the Notice Holders hereunder, and if the Invoking Holder is a Target Holder, then the Agreeing Holders shall be deemed to be the Notice Holders hereunder. The Servicer shall notify all of the Holders in writing of the ultimate identity of the Invoking Holder, the effective Buy-Sell Notice and the associated Pricing Convention within one (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery Business Day of the Buy/Sell Notice with any potential purchaser or equity provider Deadline (but not debt financier) of or with respect to the Project (or any portion thereof“Servicer Buy-Sell Confirmation”). The other Member, after receiving Material Disagreement subject to such Buy-Sell Notice may be resolved immediately following the Buy/-Sell Notice (“Receiving Member”)Response Date by Holders with the requisite Percentage Interest necessary to resolve the Material Disagreement, shall have the option prior to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed any interests in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated Mortgage Loan actually being transferred in accordance with Sections 10.4 and 10.5the terms hereof; provided, however, that the foregoing shall not release the Buying Holders or Selling Holders from their obligations to ultimately consummate such transfers in accordance with the terms hereof. If In the Receiving Member disputes the Notifying Member’s statement event a Material Disagreement that is subject to a Buy-Sell Notice is resolved prior to delivery by any Notice Holders of the amount payable to each Member based on the Specified Valuation Amount (there a response thereto, such Buy-Sell Notice shall be deemed terminated and of no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member further force and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such disputeeffect. (c) The Receiving Member shall give written notice No later than 5:00 p.m. New York time, on the second (2nd) Business Day after delivery of the “Election Notice”) to Servicer Buy-Sell Confirmation of the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such effective Buy/-Sell Notice (the “30 Day PeriodBuy-Sell Response Date”), each Notice Holder shall deliver to the Invoking Holder, the Servicer and any other Notice Holders a written response irrevocably offering either (x) to purchase from the Invoking Holder all right, title and interest of such Holders in the Mortgage Loan (a “Buy Response”), (y) to sell to the Invoking Holder all right, title and interest of such Notice Holder in the Mortgage Loan (a “Sell Response”) (in each case, together with such Holder’s economic interest in the servicing of the Mortgage Loan) for an amount determined in accordance with the Pricing Convention and the respective Note Principal Balances, plus accrued and unpaid interest on such Note Principal Balances (in each case, the “Buy-Sell Purchase Price”), or (z) to withdraw from the Material Disagreement, and the buy-sell process, by agreeing that the matter in dispute will be determined by the non-withdrawing Holder(s) (including, without limitation, any Holders that were neither an Invoking Holder nor a Notice Holder) (such non-withdrawing Holders, the “Non-Withdrawing Holders”) remaining after giving effect to the buy-sell process (a “Buy-Sell Withdrawal Notice”). If Any Notice Holder that delivers neither a Buy Response, a Sell Response nor a Buy-Sell Withdrawal Notice shall be deemed for purposes hereof to have delivered a Buy-Sell Withdrawal Notice. The Holder or Holders that are obligated to buy under this Section 8 (individually, or collectively, if applicable, the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s“Buying Holder”) shall be determined in the following manner (and Servicer shall deliver to the Holders, within one (1) Business Day following the Buy-Sell Response Date, notice of the outcome of such determination): (i) if every Notice Holder delivers a Buy-Sell Withdrawal Notice, then there shall be no Buying Holder, and the Material Disagreement will be resolved by the Invoking Holder together with the Non-Withdrawing Holders in a manner that is materially consistent with the course of action such Invoking Holder and Non-Withdrawing Holders initially indicated or were deemed conclusively to have elected to sell its entire Membership Interest. The Member indicated under Section 8(a) hereof; (ii) if no Notice Holder delivers a Buy Response, but at least one Notice Holder delivers a Sell Response, then the Invoking Holder shall be the Buying Holder (and shall be obligated to purchase under this Section 10.4(cthe Notes of each party delivering a Sell Response); (iii) if only one Notice Holder delivers a Buy Response, then such Notice Holder shall fix a closing date not later than sixty be the Buying Holder (60) days following and shall be obligated to purchase the earlier Note of the date Invoking Holder); and (iv) if more than one Notice Holder delivers a Buy Response, then such Notice Holders collectively shall be the Buying Holder (and shall be obligated to purchase the Note of the delivery of Invoking Holder pro rata based on the Election Notice and the expiration Note Principal Balances of such 30 Buying Holders). (d) On the fifth (5th) Business Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of after the purchase price Buy-Sell Response Date (the “DepositBuy-Sell Closing Date”), the selling Holders (the “Selling Holders”) shall transfer and assign to the Buying Holder, pursuant to an assignment and assumption agreement reasonably acceptable to each party, all right, title and interest of such Selling Holders in the escrow established for the closing respect of the saleMortgage Loan; and the Buying Holder shall pay to each Selling Holder the applicable Buy-Sell Purchase Price for its Note by wire transfer of immediately available funds to the account designated by such Selling Holder. At such closing, each Holder shall, at the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence request of any other Holder, execute and deliver such liens or competing claims, documents and instruments as the buying Member (or the buying Member’s nominee(s)) requesting Holder shall reasonably requestrequire in order to effect such transfer. If the Membership Interest of All payments received by any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring Selling Holder on or after the date Buy-Sell Closing Date in respect of the sale pursuant to an indemnification agreement reasonably acceptable to ownership interests of the selling MemberHolders in the Mortgage Loan shall be for the account of the Buying Holder. Each Member Selling Holder shall pay cooperate in facilitating the assignment of its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c)respective portions of the Mortgage Loan, and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legaladministration thereof, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c)including, and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either without limitation (i) retain the Deposit as liquidated damages transferring any funds (including reserves) held in accounts maintained or controlled by such Selling Holder, (ii) acquire the purchasing Member’s Membership Interest at a ten percent delivering loan related documents, (10%iii) discount causing servicing documents to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decisionbe delivered, and an extra sixty (60iv) days (from such other cooperation as the time Buying Holder reasonably requests to effectuate the intent of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedyAgreement. (e) Notwithstanding anything The Buying Holder will assume all obligations of the Selling Holders arising from and after the Buy-Sell Closing Date under and in connection with the Mortgage Loan by written instrument delivered and reasonably satisfactory in form to Selling Holders. To the extent any loss, cost, liability or expense relates to an obligation of a Selling Holder arising prior to the contrary in this Section 10.4Buy-Sell Closing Date, the amount to be paid for the selling Member’s Membership Interest in the Company same shall be adjusted borne solely by such Selling Holder, and such Selling Holder shall indemnify, defend, reimburse and hold harmless the Buying Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses which may be asserted against or sustained or incurred by the Buying Holder as follows: There a result thereof. To the extent any loss, cost, liability or expense relates to an obligation of the Buying Holder arising on or subsequent to the Buy-Sell Closing Date, the same shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made borne solely by the selling Member between Buying Holder, and the date of Buying Holder shall indemnify, defend, reimburse and hold harmless each Selling Holder against any and all such losses, costs, obligations, damages, penalties, actions, judgments, suits, liabilities and expenses (including reasonable attorneys’ fees) which may be asserted against or sustained or incurred by such Selling Holder as a result thereof. (f) If a Buying Holder does not pay the Buy/-Sell Notice Purchase Price when and as required by the date terms of this Agreement, interest shall accrue thereon both before and after judgment, to the Closingextent permitted by applicable law, at a rate per annum for each day from and including the day the Buy-Sell Purchase Price was due to but excluding the day the amount is paid in full equal to the Default Rate, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7Buying Holder shall thereafter have no voting or consent rights hereunder. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member Such interest shall be increased by payable on demand from time to time and shall be computed on the amount basis of such excessa 360-day year and actual days elapsed, and (B) shall itself bear interest at the foregoing rate if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excessnot paid on demand.

Buy-Sell. At any time after the second (2nd) anniversary of the Effective Date, the following shall apply: (a) Either MCGNS Managing Member or Chatham Managing Member (as the case may be, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, “Proposing Member”) shall have the right and (but not the option obligation) to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any Member which intends to exercise its buy/sell option hereunder (the “Notifying Member”) shall first give deliver a written notice of its intent to the other Member (the “Buy/Sell Notice”) to the other Member (the “Non-Proposing Member”), which Buy/Sell Notice shall (1in order to be effective) contain a statement of irrevocable intent shall: (i) state that the Proposing Member offers to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for purchase all of the assets membership interest in the Company of the CompanyNon-Proposing Member, free and clear of all liabilities and obligations relating thereto (ii) set forth an all-cash valuation (the “Specified Valuation AmountAsset Purchase Price”) as of the date for all of the Buy/Sell Assets, (iii) set forth the name and address of a national escrow agent selected by the Proposing Member and reasonably acceptable to the Non-Proposing Member (the “Buy/Sell Escrow Agent”) in connection with the transactions contemplated under this Section 3.7, (iv) be accompanied by a certified or bank check payable to the order of the Buy/Sell Escrow Agent or evidence of a wire transfer of immediately available federal funds to the Buy/Sell Escrow Agent (such check or wire transfer, the “Proposing Member’s Deposit”) in an amount equal to three and one-quarter percent (3.25%) of the Asset Purchase Price, and the parties shall otherwise act in accordance with the escrow provisions set forth on Schedule H attached hereto, and (v) provide that the Proposing Member shall indemnify the Non-Proposing Member against any liabilities it incurs as a result of any failure to obtain any consent required from a franchisor to the acquisition by the Proposing Member contemplated by such Buy/Sell Notice that is required pursuant to any franchise agreement to which the Company or any of its Subsidiaries is a party. For the avoidance of doubt, the parties acknowledge and agree that in the event the Proposing Member elects to send a Buy/Sell Notice, (3) disclose the Proposing Member must offer to purchase all material liabilities and potential material liabilities of the limited liability company interests of the Non-Proposing Member in the Company actually known (i.e., the Proposing Member may not offer to purchase less than 100% of all of the Non-Proposing Members’ membership interest in the Company). Any Buy/Sell Notice that does not comply with the foregoing provisions of this Section 3.7(a) shall be void and of no force or effect. (b) On or before the expiration of the Buy/Sell Response Period, the Non-Proposing Member shall respond to the Notifying Buy/Sell Notice by delivering a notice (a “Buy/Sell Response”) to the Proposing Member. The Buy/Sell Response, in order to be effective for any purpose, shall (i) state either (x) that the Non-Proposing Member elects to sell its membership interest in the Company to the Proposing Member at the Buy/Sell Membership Interest Purchase Price or (y) that the Non-Proposing Member elects to purchase the membership interest of the Proposing Member in the Company at the Buy/Sell Membership Interest Purchase Price, (ii) if an election is made by the Non-Proposing Member under clause (i)(y) above, be accompanied by a certified or bank check payable to the order of the Buy/Sell Escrow Agent or evidence of a wire transfer of immediately available federal funds to the Buy/Sell Escrow Agent (such check or wire transfer, the “Non-Proposing Member’s Deposit”) in an amount equal to three and one-quarter percent (3.25%) of the Asset Purchase Price and (iii) if an election is made by the Non-Proposing Member under clause (i)(y) above, be accompanied by either the bank or certified check delivered by the Proposing Member (if the Proposing Member made the Proposing Member’s Deposit in the form of a bank or certified check and solely to the extent the Non-Proposing Member has not theretofore deposited any such check into escrow with the Buy/Sell Escrow Agent) or an instruction to the Buy/Sell Escrow Agent (or its financial institution) to refund to the Proposing Member the amounts deposited in escrow together with any accrued interest earned thereon. The failure of the Non-Proposing Member to respond during the Buy/Sell Response Period, or the failure of any Buy/Sell Response purportedly delivered under this Section 3.7(b) to comply with the provisions of this Section 3.7(b), shall be deemed to be an election by the Non-Proposing Member to sell its membership interest in the Company to the Proposing Member at the Buy/Sell Membership Interest Purchase Price; provided, however, if the Non-Proposing Member fails to respond during the Buy/Sell Response Period, then the Proposing Member shall have the right, exercisable within fifteen (15) days after the expiration of the Buy/Sell Response Period, to withdraw its Buy/Sell Notice, in which event the Buy/Sell Deposit Funds shall be refunded to the Proposing Member and such Buy/Sell transaction shall be deemed terminated and without effect, provided, further, however, such determination to withdraw by the Proposing Member shall not affect the Proposing Member’s right to deliver future Buy/Sell Notices which right shall continue in full force and effect. (4c) disclose In the event the closing occurs with respect to the purchase by the Purchasing Member such closing shall be on the terms set forth on Schedule G attached hereto. (d) The Members acknowledge and details of any discussion, offer, contract, similar agreement or documents that agree the Notifying Member has negotiated or discussed during following with respect to the 180 days preceding buy/sell process set forth in this Section 3.7: (i) concurrently with the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect under this Agreement, the Proposing Member shall be required to the Project (or any portion thereof). The other Member, after receiving the deliver a Buy/Sell Notice under the Ink I LLC Agreement; (“Receiving Member”), ii) the Non-Proposing Member shall have be required to make the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed same election in the Buy/Sell Notice), Response under this Agreement and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter Response under the Ink I LLC Agreement (i.e., the Non-Proposing Member shall not have the right to elect to sell its interests in the Company paid all liabilities to the Proposing Member under this Agreement and obligations then elect to buy the interests of the Company Proposing Member in Ink I under the Ink I LLC Agreement; (whether or not such liabilities and/or obligations were listed iii) in the Buy/Sell Notice), and deducted customary closing costs that would be associated event either Member fails to comply with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until obligation under the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods process set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report 3.7 of the resolution of Ink I LLC Agreement, then such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) failure shall be deemed conclusively to have elected to sell its entire Membership Interest. The a default by such Member obligated to purchase under this Section 10.4(c) 3.7 (i.e., a Member shall fix a closing date not later than sixty (60) days following be permitted to consummate the earlier buy/sell process contemplated by this Section 3.7 unless, concurrently therewith, it is consummating the buy/sell process contemplated by Section 3.7 of the date Ink I LLC Agreement); and (iv) the buy/sell process contemplated by this Section 3.7 shall close simultaneously with the buy/sell process contemplated by Section 3.7 of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(sInk I LLC Agreement)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything the foregoing, Chatham Managing Manager shall not have the right to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the deliver a Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excessa Spin-Off Blackout Period or during a Portfolio Sale Blackout Period.

Buy-Sell. (a) Either MCGIn the event a Partner wishes to dispose of its interest pursuant to Section 5.02 hereof or upon termination of this Agreement, the Partner wishing to dispose of its interest in the Partnership will notify the non-transferring Partner or Partners who will be under no obligation to acquire the interest, nor to permit the sale to a third party who is not then a Partner. In the event a Partner wishes or Partners wish to purchase the interest of another Partner it or they will notify such other Partner who will be under no obligation to sell such interest. If a Partner wishes to dispose of its interest and the other Partner or Partners wishes to purchase the interest (the "Purchasing Partner or Partners"), the Purchasing Partner or Partners will acquire the interest from the transferring Partner (the "Selling Partner") at an agreed upon price, or if no price can be agreed upon, the fair market value of such interest as determined by an independent qualified appraiser appointed by the Purchasing Partner or Partners and the Selling Partner. If they cannot agree on an appraiser, the Purchasing Partner or Partners, on the one hand, or the Manager and the Keystone Investor (acting together)Selling Partner, on the other hand, shall have the right will each choose an appraiser and the option to implement two appraisers will choose one additional appraiser. The fair market value of the buy/sell procedure as set forth interest of the Selling Partner will be determined by the three appraisers or, if they cannot agree, will be the average of the three appraisers' valuation. At the consummation of the sale of the interest in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes Partnership of this Section 10.4the Selling Partner, the Manager fair market value of the Selling Partner's interest will be paid in cash or in the form of a promissory note with such terms, interest rates, payment amounts and Keystone Investor shall other terms as will be considered one Membermutually agreed upon by the Selling Partner and the Purchasing Partner or Partners. (b) Any Member which intends The Partners hereby agree that in the event of a sale pursuant to exercise this Section 5.03: (i) for purposes of this Section 5.03 only, the interest in the Partnership of the AT&T Partner will be deemed to include the AT&T Assets, the other assets of AT&T Corp. and the AT&T Partner comprising OX0, XX0, and the Premises and the Land; (ii) for purposes of this Section 5.03 only, the interest in the Partnership of the Cirrus Partner will be deemed to include the Cirrus Assets and the other assets of Cirrus and the Cirrus Partner comprising OR2; and (iii) such sale will be consummated as soon as reasonably practicable. In the event of any such sale, the Selling Partner will use its buy/sell option hereunder (reasonable best efforts to cause all leases and other agreements covering the “Notifying Member”) shall first give notice of its intent AT&T Assets, if the AT&T Partner is the Selling Partner, or the Cirrus Assets, if the Cirrus Partner is the Selling Partner, to be assigned to the Purchasing Partner or the third-party purchaser, as the case may be, and the Purchasing Partner or the third-party purchaser, as the case may be, will assume all obligations under any such leases and other Member (the “Buy/Sell Notice”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4agreements. The par ties hereto acknowledge and agree that AT&T and its Affiliates may, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Companyits or their sole discretion, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Noticeenter into transactions, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussionagreements, offer, contract, similar agreement understandings or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or arrangements with respect to the Project (Premises and/or the Land , including but not limited to those which may give rise to sales, over-leases, mortgages, security interests, liens or any portion thereof). The other Memberencumbrances; provided, after receiving the Buy/Sell Notice (“Receiving Member”)however, shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed that in the Buy/Sell Notice)event of any such transactions, and deducted customary closing costs (excluding brokerage fees and commissions) that would agreements, understandings or arrangements, the Lease will not be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any terminated other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated than in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedythereof. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. 12.6.1 Either Member may exercise its right to initiate the provisions of this buy/sell provision (the “Buy/Sell”) at any time after the earlier of (i) five years from the date of this Agreement or (ii) the second anniversary of the date of Substantial Completion if either: (a) Either MCG, the Members are unable to agree unanimously on the any Major Decision and such failure to agree has continued for thirty (30) days after written notice from one hand, or the Manager and the Keystone Investor (acting together), on Member to the other hand, shall have Member indicating an intention to exercise rights under the right and the option to implement the buyBuy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member.Sell; or (b) Any the Offeror (as defined below) desires to liquidate its investment in the Company. The Member which intends wishing to exercise its buyrights pursuant to the Buy/sell option hereunder Sell (the “Notifying MemberOfferor”) shall first give do so by giving notice of its intent to the other Member (the “Offeree”) setting forth a statement invoking its rights under the Buy/Sell Notice”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4Sell, (2) contain a statement of stating therein the aggregate dollar amount which (the Notifying Member is “Valuation Amount”) that the Offeror would be willing to pay in cash for all of the Property and the Project (i.e., the assets of the CompanyCompany other than cash and cash equivalents and accounts receivable), free and clear of all liabilities and obligations relating thereto liabilities. 12.6.2 The Member wishing to exercise its rights pursuant to the Buy/Sell (the “Specified Offeror”) shall do so by giving notice to the other Member (the “Offeree”) setting forth a statement invoking its rights under the Buy/Sell, stating therein the aggregate dollar amount (the “Valuation Amount”) as of that the date of Offeror would be willing to pay for the Buy/Sell NoticeProperty and the Project (i.e., (3) disclose all material liabilities and potential material liabilities the assets of the Company actually known to the Notifying Member other than cash and (4) disclose the terms cash equivalents and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”accounts receivable), free and clear of all liabilities. 12.6.3 After receipt of such notice, the Offeree shall have the option elect to either: either (Ai) sell its entire Membership Interest in the Company to the Notifying Member Offeror for an amount equal to the amount the Receiving Member Offeree would be have been entitled to receive if the Company had sold all of its assets (other than cash and cash equivalents and accounts receivable) for the Specified Valuation Amount on the date Buy/Sell Closing Date and the Company had immediately paid all Company liabilities (which expressly shall not include any loan defeasance, yield maintenance and/or pre-payment costs) and distributed the net proceeds of sale, along with the cash and cash equivalents and accounts receivable held by the Company as of the Buy/Sell Notice and immediately thereafter Closing Date, to the Company paid all liabilities and obligations Members in satisfaction of the Company (whether or not such liabilities and/or obligations were listed their interests in the Buy/Sell Notice)Company, and deducted customary closing costs or (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (Bii) purchase the entire Membership Interest of the Notifying Member Offeror in the Company for an amount equal to the amount the Notifying Member Offeror would be have been entitled to receive if the Company had sold all of its assets (other than cash and cash equivalents and accounts receivable) for the Specified Valuation Amount on the date Buy/Sell Closing Date and the Company had immediately paid all Company liabilities (which expressly shall not include any loan defeasance, yield maintenance and/or pre-payment costs) and distributed the net proceeds of the sale, along with the cash and cash equivalents and accounts receivable held by the Company as of the Buy/Sell Notice and immediately thereafter Closing Date, to the Company paid all liabilities and obligations Members in satisfaction of their Membership Interest. The Offeree shall have sixty (60) days from the giving of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, Offeror’s notice in which case to exercise either of its options by giving written notice to the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5Offeror. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member Offeree does not send its Election Notice elect within such 30 Day Periodtime period to acquire the Offeror’s Membership Interest, such Receiving Member(s) the Offeree shall be deemed conclusively to have elected to sell its Membership Interest to the Offeror as provided in clause (i) above. 12.6.4 Within five (5) business days after an election has been made or deemed made, the acquiring Member shall deposit with a mutually acceptable third-party escrow agent a non-refundable exxxxxx money deposit in the amount of one percent (1%) of the Valuation Amount, which amount shall be applied to the purchase price at the closing of the Buy/Sell. If the acquiring Member should thereafter fail to consummate the transaction for any reason other than a default by the selling Member or a refusal by any lender of the Company who has a right under its loan documents to consent to such transfer to so consent, the selling Member may exercise one of the following remedies (which shall constitute the sole and exclusive remedy available to the selling Member and the Company because of a default by the acquiring Member): (a) the selling Member may require that the exxxxxx money deposit be distributed from escrow to the selling Member, free of all claims of the acquiring Member, as liquidated damages; (b) the selling Member may, by delivering to the acquiring Member written notice thereof within fifteen (15) days after the original Buy/Sell Closing Date, elect to buy the acquiring Member’s entire Membership Interest for an amount equal to the amount the acquiring Member would have been entitled to receive if the Company had sold all of its assets (other than cash and cash equivalents and accounts receivable) for the Valuation Amount and the Company had immediately paid all Company liabilities (which expressly shall not include any loan defeasance, yield maintenance and/or pre-payment costs) and distributed the net proceeds of the sale, along with the cash and cash equivalents and accounts receivable held by the Company as of the Buy/Sell Closing Date, to the Members in satisfaction of their Membership Interest. The Member obligated to purchase under this Section 10.4(c) , in which case, the Buy/Sell Closing Date therefor shall fix a closing be the date specified in the selling Member’s notice not later than sixty (60) days following after the earlier original Buy/Sell Closing Date; or (c) if the selling Member was the Offeror, the selling Member may proceed to cause the Company to sell the Project, without the need for obtaining any consent or approval of the date Members, the Managers or the Management Committee, so long as (A) the sale price for the Project is equal to or greater than the Valuation Amount, (B) the sale of the delivery of Project is closed not later than one hundred eighty (180) days after the Election Notice original Buy/Sell Closing Date and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such dateC) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the on closing of the Project sale. At , the selling Member obtains releases of any Loan Guaranty or any other guaranty or indemnity agreement for a loan to the Company as contemplated by Section 12.6.7 as if the other Member were transferring its Membership Interest at such closing. If the selling Member proceeds with a sale of the Project, the selling Member shall Transfer to keep the buying other Member (or apprised of the buying Member’s nominee(s)) its entire Membership Interest free and clear progress of all liens and competing claims the sale efforts and shall deliver to give the buying other Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as notice of the closing for such purchase, the selling Member shall withdraw as a Member andProject sale at least ten (10) days in advance. In addition to the foregoing remedies, if applicable, Manager, of the Company. In connection with acquiring Member should fail to consummate the Buy/Sell transaction for any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as reason other than a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into default by the selling Member in connection with or a refusal by any lender of the Project or other Company business pursuant who has a right under its loan documents to releases reasonably acceptable consent to the selling Member or (ii) cause a creditworthy affiliate transfer of the purchasing Member (in Membership Interest to so consent, the selling Member’s reasonable judgment) to indemnify and hold harmless non-refundable exxxxxx money deposit for any future election by the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling acquiring Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for buy the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of under the Buy/Sell Notice and the date shall be twenty percent (20%) of the ClosingValuation Amount in connection with such future election. 12.6.5 Subject to Section 12.6.4, and the “Buy/Sell Closing Date” of an acquisition shall be a date set by the acquiring Member not later than ninety (ii90) the aggregate amount of all distributions of capital days after an election has been made to the selling Member during such period or deemed made pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess12.6.

Buy-Sell. (a) Either MCGAt any time from and after the Purchase Option Termination Date, on provided Sunrise has not exercised the one hand, Change of Control Purchase Option or the Manager and the Keystone Investor (acting together)Sunrise Purchase Option on or before such Purchase Option Termination Date, on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any either Member which intends to exercise its buy/sell option hereunder (the “Notifying MemberOfferor”) shall first may give notice of its intent to the other Member (the “Offeree”) a written notice in accordance with the requirements of Section 13.2 (a “Buy/-Sell Notice”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement stating the Offeror’s determination of the aggregate dollar amount which the Notifying Member is willing to pay in cash price for all of the assets of the CompanyCompany if the Company was sold to a third party purchaser for fair market value, free and clear of all liabilities and obligations relating thereto liabilities, (the “Specified Valuation Buy-Sell Price”), and stating that the Offeror will either (i) pay to the Offeree in exchange for all the Offeree’s Interest an amount (the “Offer Amount”) as equal to the cash amount that the Offeree would have received in respect of the Offeree’s Interest pursuant to Section 8.2, net of the Transfer Expenses, in the event of a Capital Transaction of the type described in Section 10.1(a) above on the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/-Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect for a sales price equal to the Project Buy-Sell Price or (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (Aii) sell its entire Membership all the Offeror’s Interest to the Notifying Member Offeree in exchange for an amount (the “Selling Amount”) equal to the cash amount Offeror would have received pursuant to Section 8.2, net of the Receiving Member would be entitled to receive if Transfer Expenses, in the Company sold all event of its assets for a Capital Transaction of the Specified Valuation Amount type described in Section 10.1(a) above on the date of delivery of the Buy/-Sell Notice for a sales price equal to the Buy-Sell Price. The Offer Amount and immediately thereafter the Company paid all liabilities and obligations Selling Amount shall be calculated by an independent accountant acting on behalf of the Company within three (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions3) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation Business Days of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date issuance of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/-Sell Notice), and deducted customary closing costs that would be associated with a third party sale, and, subject to Section 10.6, distributed such accountant shall notify both the net proceeds Offeror and any other Company assets to each Member in liquidation Offeree of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (C) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are re-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of writing upon such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to the Notifying Member through and including the date on which the Approved Accountants provide a written report of the resolution of such disputecalculation. (c) The Receiving Member shall give written notice (the “Election Notice”) to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving such Buy/Sell Notice (the “30 Day Period”). If the Receiving Member does not send its Election Notice within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty (60) days following the earlier of the date of the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approval, if required, has not been obtained by such date) and shall deposit five percent (5%) of the purchase price (the “Deposit”) in the escrow established for the closing of the sale. At such closing, the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing claims and shall deliver to the buying Member (or the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens or competing claims, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c), then, effective as of the closing for such purchase, the selling Member shall withdraw as a Member and, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable to the selling Member or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Member. (d) The selling Member hereby irrevocably constitutes and appoints the purchasing Member as its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.4, the selling Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedy. (e) Notwithstanding anything to the contrary in this Section 10.4, the amount to be paid for the selling Member’s Membership Interest in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excess.

Buy-Sell. (a) Either MCGWARC or CE, on as the one handOfferor, or may, at any time after the Manager and date that is two (2) years after the Keystone Investor date of the closing of the Purchase, deliver a written notice (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member. (b) Any Member which intends to exercise its buy/sell option hereunder (the a “Notifying MemberBuy-Sell Notice”) shall first give notice of its intent to the other Member (the “Buy/Sell NoticeOfferee”) which that the Offeror desires to exercise its rights under this Section 10.2. The Buy/-Sell Notice shall specify a price at which the Offeror is willing to sell the Property (the “Offer Price”), and shall contain an offer to (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of buy the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Offeree’s Membership Interest to the Notifying Member for an amount equal to the cash amount that the Receiving Member Offeree would be entitled have received had the Property been sold to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject for the Offer Price in an all cash transaction and the proceeds of sale distributed in accordance with Section 8.3 above (the “Buy Option”) and (2) sell to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of Offeree the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Offeror’s Membership Interest of the Notifying Member for an amount equal to the cash amount that the Notifying Member Offeror would be entitled have received had the Property been sold to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs that would be associated with a third party salefor the Offer Price in an all cash transaction and the proceeds of sale distributed in accordance with Section 8.3 above (the “Sell Option”). Notwithstanding anything in this Section 10.2 to the contrary, and, subject WARC may deliver a Buy-Sell Notice to Section 10.6, distributed CE at any time after the net proceeds and any other Company assets to each Member in liquidation date hereof following the removal of CE as the Company Manager pursuant to Section 11 4.4(a)(v) hereof. (any disputes regarding such amounts shall be resolved by the Approved Accountants); or (Cb) implement the listing procedures described in Section 10.5, in which case the additional buy/sell procedures described in the remaining provisions of this Section 10.4 shall no longer apply unless and until the buy/sell procedures are reIf a Buy-initiated in accordance with Sections 10.4 and 10.5. If the Receiving Member disputes the Notifying Member’s statement of the amount payable to each Member based on the Specified Valuation Amount (there shall be no right to challenge the Specified Valuation Amount itself), it shall promptly provide notice of such dispute to the Notifying Member and to the Approved Accountants, which dispute the Approved Accountants shall resolve within thirty (30) days of the Buy/Sell Notice (which resolution shall include a written report delivered to all Members specifying the calculations and assumptions underlying such resolution, and shall be binding). Any such dispute shall stay the time periods set forth in this Section 10.4(b) from the date on which notice of such dispute is given to an Offeree, the Notifying Member through and including the date on which the Approved Accountants provide Offeree shall have a written report period of the resolution of such dispute. (c) The Receiving Member shall give written notice (the “Election Notice”) up to the Notifying Member of its election under Section 10.4(b) within thirty (30) days after receiving the giving of such Buy/notice in which to accept, by written notice to the Offeror, the Buy Option or the Sell Notice (the “30 Day Period”)Option. If written notice of such election is not given to the Receiving Member does not send its Election Notice Offeror within such 30 Day Period, such Receiving Member(s) shall be deemed conclusively to have elected to sell its entire Membership Interest. The Member obligated to purchase under this Section 10.4(c) shall fix a closing date not later than sixty thirty (6030) days following the earlier Buy-Sell Notice, it shall be conclusively deemed that the Offeree has elected to accept the Offeror’s offer to buy the Offeree’s Membership Interest pursuant to the Buy Option. If the Sell Option is accepted, the Offeree shall contemporaneously deliver a certified or bank check drawn on a bank that is a member of the date New York Clearinghouse Association payable to the order of Citibank, N.A. or another bank agreed to by the parties, as escrow agent (the “Buy-Sell Escrow Agent”), in an amount equal to the Buy-Sell Deposit. If the Buy Option is accepted (or deemed accepted), the Offeror shall within five (5) Business Days deliver the Buy-Sell Deposit to the Buy-Sell Escrow Agent. If the Member obligated to deliver the Buy-Sell Deposit fails to do so, the other Member may either (i) elect within five (5) Business Days to become the buyer under the Buy Option (in which case it shall promptly deliver the Buy-Sell Deposit as contemplated herein) or (ii) sxx the defaulting party for breach of contract (in which case it shall be entitled to an amount equal to the Buy-Sell Deposit as liquidated damages, not as a penalty). (c) If either a Buy Option or a Sell Option is properly exercised as set forth above, the Offeror and the Offeree shall each buy and sell, as the case may be, the entire interest in the Company of the Offeror or the Offeree, as the case may be, such interest to be transferred to the other or the other’s designee on the thirtieth (30th) day after the delivery of the Election Notice and the expiration of such 30 Day Period (which period may be extended if lender approvalexercise notice, or deemed election, if requiredapplicable (or the next Business Day thereafter if such day is not a Business Day). At the closing, has not been obtained the purchase price specified above shall be paid by such datethe purchasing Member by official bank check or by bank wire transfer of immediately available funds. For the avoidance of doubt, at the closing, the Members agree to prorate among themselves (x) any cash then held by the Company, (y) any cash reserves or deposits then held by any third parties for the account of the Company and shall deposit five percent (5%z) any accounts payable or other current liabilities of the Company. The terms of the purchase price and sale shall be unconditional, except that (i) each Member whose interests are being sold shall be deemed to represent and warrant to the “Deposit”) purchasing Members that its entire interest in the escrow established for the closing of the sale. At such closing, Company is owned by the selling Member shall Transfer to the buying Member (or the buying Member’s nominee(s)) its entire Membership Interest free and clear of all liens and competing encumbrances and is subject to no legal or equitable claims and (ii) the purchasing Member shall be deemed to have assumed all obligations and liabilities relating to the purchased interest arising from transactions or events first occurring after the date of such sale, and upon demand each such Member shall deliver to the buying other appropriate documentation evidencing the sale, assignment, representation and assumption set forth herein. If any Member (shall fail to comply with its obligation to sell its interest in the Company or purchase the buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and interest of the absence of any such liens or competing claimsother Member, as the buying Member (or the buying Member’s nominee(s)) shall reasonably request. If the Membership Interest of any Member is purchased pursuant to this Section 10.4(c)applicable, then, effective as of the closing for such purchase, the selling Member shall withdraw as be deemed a Defaulting Member andhereunder and the other Member shall have, if applicable, Manager, of the Company. In connection with any such withdrawal of the selling Member, the buying Member may cause any nominee designated in the sole and absolute discretion of the buying Member to be admitted as a substituted Member of the Company. In addition, it shall be a condition of such sale that the purchasing Member either (i) cause the selling Member to be released from any guarantees or indemnities entered into by the selling Member in connection with the Project or other Company business pursuant to releases reasonably acceptable addition to the selling Member rights and remedies set forth herein, all rights and remedies at law or (ii) cause a creditworthy affiliate of the purchasing Member (in the selling Member’s reasonable judgment) to indemnify and hold harmless the selling Member from and against any and all liabilities under such guarantees and indemnities occurring on or after the date of the sale pursuant to an indemnification agreement reasonably acceptable to the selling Member. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated equally between the Members. Each Member shall pay its own legal, accounting and other consultant fees and expenses in connection with consummating a transaction under this Section 10.4(c), and all other closing costs shall be allocated 50% to the selling Member and 50% to the purchasing Memberequity. (d) The selling Member hereby irrevocably constitutes If any transfer or similar taxes shall be payable in connection with a Transfer of Membership Interests by and appoints the purchasing Member as its attorney-in-fact among CE and WARC pursuant to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section 10.4 following the failure of the selling Member to execute, acknowledge and deliver such instruments as and when required herein, after written request to do so. If the purchasing Member defaults in the performance of its obligations under this Section 10.410.2, the selling buying Member may, as its exclusive remedy (except for the purchasing Member’s loss of rights described below), either (i) retain the Deposit as liquidated damages shall pay such transfer or (ii) acquire the purchasing Member’s Membership Interest at a ten percent (10%) discount to the price that would otherwise have been applicable to an acquisition of such Member’s Membership Interest under this Section 10.4 and with an extra sixty (60) days (from the time of default) to make such decision, and an extra sixty (60) days (from the time of such election) to close, but otherwise on the terms described in this Section 10.4. If the selling Member defaults, the purchasing Member may enforce its rights by specific performance (and damages incidental to a specific performance action which are allowed as part of such action as well as a dollar amount equal to the Deposit), as its exclusive remedysimilar taxes. (e) Notwithstanding anything In the event the Offeror or the Offeree, as the case may be, shall purchase Membership Interests pursuant to the contrary in terms of this Section 10.410.2, such purchasing Member may elect to cause the amount subject Membership Interests to be paid for transferred to its nominee if the selling Member’s Membership Interest acquisition by such nominee would not result in the Company shall be adjusted as follows: There shall be determined, as of the date of the closing: (i) the aggregate amount of all Capital Contributions made by the selling Member between the date of the Buy/Sell Notice and the date of the Closing, and (ii) the aggregate amount of all distributions of capital made to the selling Member during such period pursuant to Section 7. If (A) the amount determined transfer being deemed a non-exempt prohibited transaction under (i) exceeds the amount determined under (ii), then the amount to be received by the selling Member shall be increased by the amount of such excess, and (B) if the amount determined under (ii) exceeds the amount determined under (i), then the amount to be received by the selling Member shall be decreased by the amount of such excessERISA.