Common use of Buy-Sell Clause in Contracts

Buy-Sell. (a) If a Major Decision Dispute occurs at any time after to the date that is twelve (12) months following the Substantial Completion Date (such period, the "Lockout Date"), then each Member (in either case, the "Offeror"), may make an offer in writing to the other Member (the other Member, the "Offeree"), which shall state an amount (the "Buy-Sell Value") determined in the sole and absolute discretion of the Offeror that the Offeror believes is the value of the Assets. An offer made pursuant to 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. The 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, 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.

Buy-Sell. (a) If Thirty (30) days following receipt of a written request for the approval of any Major Decision Dispute occurs at any time after to the date that is twelve set forth in Section 9.4(b)(i) or (12) months following the Substantial Completion Date (such period, the "Lockout Date"ii), then each if an Impasse is continuing, either Member (the “Offering Member”) may, in either caseits sole and absolute discretion, deliver written notice (the "Offeror"), may make an offer in writing “Buy-Sell Notice”) to the other Member (the “Responding Member”), proposing a Total Value which would be the basis for calculating the applicable price (“Applicable Price”) at which the Offering Member is willing to 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, the "Offeree"), which shall state an amount (the "’s Membership Interest. The Buy-Sell Value") determined in the sole and absolute discretion of the Offeror Notice shall be accompanied by a letter or other statement signed by a bank or trust company confirming that the Offeror believes is Offering Member has deposited with such bank or trust company the value amount of Five Hundred Thousand Dollars ($500,000) (the Assets. An offer made pursuant to 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“Deposit”). The Offeree Responding Member shall have a period of 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 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 Buy-Sell Closing Date and distributed amount the resulting Net Proceeds (and any other funds then held by Responding Member would receive if the assets of the Company were sold for an amount equal to the Total Value, all third party liabilities were repaid and the Subsidiaries) balance was paid and/or distributed pursuant to Section 6.28.2. 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, assuming that no reserves are established pursuant the Deposit previously made by the Offering Member shall be returned to Section 6.2(a)(ii)the 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 Membership Interest to the 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 Responding Member (1) delivers a Response Notice, or (y2) 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 Responding Member fails to make such an election within thirty (30) days after receipt of an offer under give the Offering Member a Response Notice in accordance with this Section 11.1(a)10.3, the Offeree shall be is deemed to have elected to sell all of 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 Membership Interest to the MembersOffering Member (the “Closing Date”), within 15 days 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. Time is of the offer made pursuant essence with respect to this Section 11.1(a), all information concerning the Property and any other Assets that the Members requests, and the failure closing of the Manager to make sale contemplated herein on or before expiration of such disclosure one hundred twenty (120) day period. One hundred percent (100%) of the purchase price for the Membership Interest being sold or purchased shall be deemed a material breach payable at the Closing Date by the Manager of its obligations under this Agreementwire transfer in immediately available funds.

Buy-Sell. (a) If a Major Decision Dispute occurs at At any time after to the date that Lock-Out Period and upon thirty (30) days following receipt of a written request for the approval of any Member Decision, if an Impasse is twelve (12) months following the Substantial Completion Date (such periodcontinuing, the "Lockout Date"), then each either Member (the “Offering Member”) may, in either caseits sole and absolute discretion, deliver written notice (the "Offeror"), may make an offer in writing “Buy-Sell Notice”) to the other Member (the “Responding Member”), proposing a Total Value which would be the basis for calculating the applicable price (“Applicable Price”) at which the Offering Member is willing to 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, the "Offeree"), which shall state an amount (the "’s Membership Interest. The Buy-Sell Value") determined in the sole and absolute discretion of the Offeror Notice shall be accompanied by a letter or other statement signed by a bank or trust company confirming that the Offeror believes is Offering Member has deposited with such bank or trust company the value amount of Two Hundred Fifty Thousand Dollars ($250,000) (the Assets. An offer made pursuant to 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“Deposit”). The Offeree Responding Member shall have a period of 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 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 Buy-Sell Closing Date and distributed amount the resulting Net Proceeds (and any other funds then held by Responding Member would receive if the assets of the Company were sold for an amount equal to the Total Value, all third party liabilities were repaid and the Subsidiaries) balance was paid and/or distributed pursuant to Section 6.28.2. 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, assuming that no reserves are established pursuant the Deposit previously made by the Offering Member shall be returned to Section 6.2(a)(ii)the 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 Membership Interest to the 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 Responding Member (1) delivers a Response Notice, or (y2) 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 Responding Member fails to make such an election within thirty (30) days after receipt of an offer under give the Offering Member a Response Notice in accordance with this Section 11.1(a)10.4, the Offeree shall be is deemed to have elected to sell all of its interest Membership Interest to the Offering Member (the “Closing Date”), and in either such event the CompanyMembers 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 sale Furthermore, if Managing Member is the purchasing Member, Managing Member shall use commercially reasonable efforts to 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's interest , executed by an Affiliate of CWI Member, reasonably acceptable to 800 Canal Member and guarantying the indemnity obligations of Managing Member continued in the Company pursuant to this Section 11.1(a) shall proceed in accordance with Section 11.1(b10.6(a). The Manager shall disclose In addition, concurrent with the closing whereby Managing Member is the purchasing Member, Managing Member may, without penalty, terminate the Hotel Management Agreement, effective as of the closing date. Time is of the essence with respect to the Members, within 15 days closing 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 sale contemplated herein on or before expiration of such ninety (90) day period. One hundred percent (100%) of the Manager to make such disclosure purchase price for the Membership Interest being sold or purchased shall be deemed a material breach payable at the Closing Date by the Manager of its obligations under this Agreementwire transfer in immediately available funds.

Buy-Sell. (ai) If a Major Decision Dispute occurs at No transfer of any Membership Interests shall be permitted under this Section 16.05(b) before January 1, 2008. At any time after to the date that is twelve (12) months following the Substantial Completion Date (such periodDecember 31, the "Lockout Date")2007, then each a Member (in either case, the "Offeror"), may make an offer in writing to the other Member (the other Member, the "Offeree"), which shall state an amount (the "Buy-/Sell ValueInitiator") determined in may give written notice (the sole and absolute discretion "Buy/Sell Offer Notice") to the other Members that are not Affiliates of the Offeror that Buy/Sell Initiator (the Offeror believes "Buy/Sell Respondent"; for the purposes of this Section 16.05(b), if CBL Member is the value of the Assets. An offer made pursuant to this Section 11.1 shall constitute an irrevocable offer by the Offeror Buy/Sell Initiator, references to the Offeree either (I) Buy/Sell Respondent will be deemed to sell refer to the JG Members collectively), setting forth the Buy/Sell Initiator's intent to buy all, but not less than all, of the Offeror's interest Membership Interests of the Buy/Sell Respondent and its Affiliates, if any, whereupon the provisions set forth in this Section 16.05(b) shall apply. Notwithstanding the foregoing, if both CBL Member and the JG Members, or Affiliates of each of CBL Member and the JG Members, are also members or other equity holders in the Company Outparcel Venture or any other Entity that directly or indirectly owns or leases any real property that is contiguous with the Project, no Buy/Sell Offer Notice shall be effective unless a contemporaneous notice is given under any comparable provision of any operating, partnership or similar agreement with respect to such real property between CBL Member and the Offeree JG Members, or (II) their respective Affiliates, as the case may be. If a Member gives a Buy/Sell Offer Notice as provided in this paragraph, the other Member shall no longer have any right to give its own Buy/Sell Offer Notice under this paragraph while a sale or purchase all, but not less than all, of the Offeree's interest in the Company. The Offeree shall have thirty (30) days after receipt of an offer made pursuant to a Membership Interest under 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 Subsidiaries16.05(b) pursuant to Section 6.2, 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 such 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 AgreementOffer Notice is pending.

Buy-Sell. (a) If a Major Decision Dispute occurs at At any time after the effective date of this Agreement (subject to the date that is twelve provisions of Section 9.4(e)), and prior to the time TMT has exercised its Marketing Right under Section 9.4(a), a Member (12) months following the Substantial Completion Date (such period, the "Lockout DateOFFERING MEMBER"), then each Member (in either case, the "Offeror"), ) may make an offer in writing to request the other Member (the other Member, ( the "Offeree"), which shall state an amount (the "Buy-Sell ValueRESPONDING MEMBER") determined in the sole and absolute discretion of the Offeror that the Offeror believes is the value of the Assets. An offer made pursuant to this Section 11.1 shall constitute an irrevocable offer by the Offeror to the Offeree either (I) to sell purchase all, but not less than all, of its Membership Interest (such purchase or sale is hereinafter referred to as a "BUYOUT EVENT," and the Offeror's interest purchasing Member in such Buyout Event is referred to herein as the Company "PURCHASER") by giving written notice (a "BUYOUT NOTICE") to the Offeree or other Member. The Buyout Notice shall contain an irrevocable written offer (IIthe "BUY-SELL OFFER") including the information required in Section 9.3(b) and shall set out the Offering Member's offer (1) to purchase all, but not less than all, of the Offeree's interest in Membership Interest of the Company. The Offeree shall have thirty Responding Member, or (302) days after receipt of an offer made pursuant to this Section 11.1(a) to elect either (x) if the Responding Member is unwilling to sell its interest Membership Interest on the terms set out 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 Offer, to sell all, but not less than all, of its Membership Interest to the Responding Member. The Responding Member shall have the option for sixty (60) days after actual receipt of the Buy-Sell Closing Date and distributed Offer to notify the resulting Net Proceeds Offering Member that the Responding Member has elected either (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), or (y1) to buy the Offeror's interest in the Company at a price equal sell all, but not less than all, of its Membership Interest to the amount Offering Member on the Offeror would have received if the Company caused all of the Assets to be sold to a third party for terms and conditions set out in the Buy-Sell Value Offer, or (2) to purchase all, but not less than all, of the Membership Interest of the Offering Member on the Buy-Sell Closing Date such terms 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)conditions. If the Offeree Responding Member fails to make respond within such an election within thirty (30) days after receipt of an offer under this Section 11.1(a)time, the Offeree shall Responding Member will be deemed to have elected to sell all of its interest Membership Interest to the Offering Member on the terms and conditions set out 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 AgreementBuy-Sell Offer.

Buy-Sell. (a) If a Major Decision Dispute occurs With the consent of Lender, at any time from and after to two (2) years from the date that is twelve (12) months following the Substantial Completion Date (such periodEffective Date, the "Lockout Date"), then each either Member (in either case, the "“Offeror"), ”) may make an offer in writing give to the other Member (the other Member“Offeree”) a written notice in accordance with the requirements of Section 13.2 (a “Buy-Sell Notice”) stating the Offeror’s determination of the price for the assets of the Company 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 "Offeree"Offeror (without application of any lack of marketability or minority interest discounts), which shall state free and clear of all liabilities, (the “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 "Buy-Sell Value"“Offer Amount”) determined in the sole and absolute discretion of the Offeror that the Offeror believes is the value of the Assets. An offer made pursuant to 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. The 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 cash amount that the Offeree would have received if the Company caused all in respect of the Assets Offeree’s Interest pursuant to be sold to Section 8.2, net of the Transfer Expenses, in the event of a third party for Capital Transaction of the type described in Section 10.1(a) above on the date of delivery of the Buy-Sell Value on Notice for a sales price equal to the Buy-Sell Closing Date and distributed Price or (ii) sell all the resulting Net Proceeds Offeror’s Interest to the Offeree in exchange for an amount (and any other funds then held by the Company and “Selling Amount”) equal to the Subsidiaries) cash amount Offeror would have received pursuant to Section 6.28.2, assuming that no reserves are established pursuant to Section 6.2(a)(ii)net of the Transfer Expenses, or (y) to buy the Offeror's interest in the Company at event of a Capital Transaction of the 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 amount the Offeror would have received if Buy-Sell Price. The Offer Amount and Selling Amount shall be calculated by an Independent Accountant acting on behalf of the Company caused all within three (3) Business Days of the Assets to be sold to a third party for issuance of 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 requestsNotice, and such accountant shall notify both the failure Offeror and Offeree of the Manager to make such disclosure shall be deemed a material breach by the Manager of its obligations under this Agreementamounts in writing upon such calculation.

Buy-Sell. 12.1 The Members shall endeavor to consult and cooperate in good faith, to maximize the potential of the Project. In the event of any material default hereunder by a Member, or any deadlock or dispute between the Members as to a matter requiring their unanimous consent hereunder which cannot be reasonably resolved, either Member may invoke the following buy-sell (a“Buy-Sell”) If a Major Decision Dispute occurs at any time after agreement: Either Member may give written notice to the other that it desires to invoke the Buy- Sell, which notice shall set the date that is twelve (12) months following of a meeting to be held no sooner than 15 nor later than 30 days thereafter. At the Substantial Completion Date (such periodmeeting, which shall be held in the "Lockout Date")presence of one or more neutral third parties, then each Member (shall deliver a sealed envelope, in either case, the "Offeror"), may make an offer 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 Membership Interest of the other Member for cash, to be paid to the other Member (the other Member, the "Offeree"), which shall state an amount (the "Buy-Sell Value") determined in the sole and absolute discretion of the Offeror that the Offeror believes is the value of the Assets. An offer made pursuant to 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. The 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, 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 the 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 purchasing Member does not consummate the purchase of the other Member’s Membership Interest within such thirty (30) days, the other Member may elect (a) to enforce the purchasing Member’s purchase obligation by an offer action for specific performance to be brought no later than sixty (60) days after the meeting in which the envelopes are opened, or (b) to purchase the Membership Interest of the defaulting purchasing Member on the same terms and conditions as set forth above (with the thirty (30) day purchase period commencing on the thirtieth (30th) day after the meeting in which the envelopes are opened) and for a purchase price equal to eighty percent (80%) (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 Section 11.1(aAgreement) 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 Five Hundred Thousand Dollars ($500,000.00). If the envelopes, when opened, reveal that the Members have bid the exact same amount (for each one percent (1%) of Percentage Interest), the Offeree meeting 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(areconvened every two (2) 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 requestsdays, and the failure 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 Manager Percentage Interest to make such disclosure shall be deemed a material breach by the Manager of its obligations under this Agreementpurchased.

Buy-Sell. (a) If a Major Decision Dispute occurs at At any time after to thirty (30) days following receipt of a written request for the date that approval of any Major Decision, if an Impasse is twelve (12) months following the Substantial Completion Date (such periodcontinuing, the "Lockout Date"), then each either Member (the “Offering Member”) may, in either caseits sole and absolute discretion, deliver written notice (the "Offeror"), may make an offer in writing “Buy- Sell Notice”) to the other Member (the “Responding Member”), proposing a Total Value which would be the basis for calculating the applicable price (“Applicable Price”) at which the Offering Member is willing to 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, the "Offeree"), which shall state an amount (the "’s membership interest. The Buy-Sell Value") determined in the sole and absolute discretion of the Offeror Notice shall be accompanied by a letter or other statement signed by a bank or trust company confirming that the Offeror believes is Offering Member has deposited with such bank or trust company the value amount of Two Hundred Fifty Thousand Dollars ($250,000) (the Assets. An offer made pursuant to 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“Deposit”). The Offeree Responding Member shall have a period of 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 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 Buy-Sell Closing Date and distributed amount the resulting Net Proceeds (and any other funds then held by Responding Member would receive if the assets of the Company were sold for an amount equal to the Total Value, all third party liabilities were repaid and the Subsidiaries) balance was paid and/or distributed pursuant to Section 6.27.2. 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, assuming that no reserves are established pursuant the Deposit previously made by the Offering Member shall be returned to Section 6.2(a)(ii)the 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 membership interest to the 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 Responding Member (1) delivers a Response Notice, or (y2) 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 Responding Member fails to make such an election within thirty (30) days after receipt of an offer under give the Offering Member a Response Notice in accordance with this Section 11.1(a)6.4, the Offeree shall be is deemed to have elected to sell all of its membership interest 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. Furthermore, the purchasing Member shall use commercially reasonable efforts to obtain as part of the closing the absolute release of any Company Guarantor who provided a Company Guaranty to which such selling Member may be bound. Time is of the essence with respect to the closing of the sale contemplated herein on or before expiration of such ninety (90) day period. One hundred percent (100%) of the purchase price for the membership interest being sold or purchased shall be payable at the Closing Date by wire transfer in immediately available funds. If the purchasing Member fails to complete the purchase on or before the Closing Date (other than as a result of the selling Member’s default), then (i) the 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 Deposit; (ii) the selling Member shall have ninety (90) 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. All closings shall be conducted through an escrow agreement established by the Members with a title insurer. Each Member shall pay one-half of the cost of escrow, together with all of its attorneys fees incurred in connection with such buy-sell transaction. Either Member purchasing an interest under this Section 6.4 may assign its rights, in the Company. The sale whole or in part, to any Affiliate of a such Member's interest in , provided that no assignment shall relieve the Company pursuant purchasing party from any liability or obligation with respect 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 Agreementpurchase.

Buy-Sell. (a) If a Major Decision Dispute occurs at any time From and after to the date expiration of the Sale Lockout Period, and provided that neither member has exercised its rights under Section 10.4 and/or the effect of such exercise is twelve (12) months following the Substantial Completion Date (such periodstill pending, the "Lockout Date"), then each either Member (the “Offering Member”) may, in either caseits sole and absolute discretion, deliver written notice (the "Offeror"), may make an offer in writing “Buy-Sell Notice”) to the other Member (the “Responding Member”), proposing a Total Value which would be the basis for calculating the applicable price (“Applicable Price”) at which the Offering Member is willing to 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, the "Offeree"), which shall state an amount (the "’s Membership Interest. The Buy-Sell Value") determined in the sole and absolute discretion of the Offeror Notice shall be accompanied by a letter or other statement signed by a bank or trust company confirming that the Offeror believes is Offering Member has deposited with such bank or trust company an amount equal to five percent (5%) of Total Value (the value of the Assets. An offer made pursuant to 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“Buy/Sell Deposit”). The Offeree 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 were sold for an offer 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 an amount equal to five percent (5%) of Total Value; thereupon, the Buy/Sell Deposit previously made by the Offering Member shall be returned to the Offering Member by the bank or trust company with which the Offering Member shall have deposited the Buy/Sell Deposit. The sale of the Membership Interests pursuant to this Section 11.1(a10.5 shall be completed pursuant to a purchase and sale agreement in substantially the same form as the Buyout PSA (and otherwise in accordance with the terms set forth in Section 10.4(b) above, and this Section 10.5. The failure of the Responding Member to elect either (x) timely give a Response Notice shall constitute its election to sell all of its interest in the Company Membership Interest to the Offeror for a price equal to Offering Member at 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 Applicable Price. Unless otherwise approved in writing by the Company Members, such purchase and sale shall be consummated within ninety (90) days after the Subsidiariesdate Responding Member (1) pursuant to Section 6.2, assuming that no reserves are established pursuant to Section 6.2(a)(ii)delivers a Response Notice, or (y2) 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 Responding Member fails to make such an election within thirty (30) days after receipt of an offer under give the Offering Member a Response Notice in accordance with this Section 11.1(a)10.5, the Offeree shall be is deemed to have elected to sell all of its interest in Membership Interest to the Company. The sale of a Member's interest in Offering Member (the Company pursuant to this Section 11.1(a) shall proceed in accordance with Section 11.1(b“Closing Date”). The Manager shall disclose Time is of the essence with respect to the Members, within 15 days closing 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 sale contemplated herein on or before expiration of such ninety (90) day period. One hundred percent (100%) of the Manager to make such disclosure purchase price for the Membership Interest being sold or purchased shall be deemed a material breach payable at the Closing Date by the Manager of its obligations under this Agreementwire transfer in immediately available funds.

Buy-Sell. (a) If a Major Decision Dispute occurs at At any time after to the date that Lock-Out Period and upon thirty (30) days following receipt of a written request for the approval of any Member Decision, if an Impasse is twelve (12) months following the Substantial Completion Date (such periodcontinuing, the "Lockout Date"), then each either Member (the “Offering Member”) may, in either caseits sole and absolute discretion, deliver written notice (the "Offeror"), may make an offer in writing “Buy-Sell Notice”) to the other Member (the “Responding Member”), proposing a Total Value which would be the basis for calculating the applicable price (“Applicable Price”) at which the Offering Member is willing to 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, the "Offeree"), which shall state an amount (the "’s Membership Interest. The Buy-Sell Value") determined in the sole and absolute discretion of the Offeror Notice shall be accompanied by a letter or other statement signed by a bank or trust company confirming that the Offeror believes is Offering Member has deposited with such bank or trust company the value amount of Two Hundred Fifty Thousand Dollars ($250,000) (the Assets. An offer made pursuant to 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“Deposit”). The Offeree Responding Member shall have a period of 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 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 Buy-Sell Closing Date and distributed amount the resulting Net Proceeds (and any other funds then held by Responding Member would receive if the assets of the Company were sold for an amount equal to the Total Value, all third party liabilities were repaid and the Subsidiaries) balance was paid and/or distributed pursuant to Section 6.28.2. 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, assuming that no reserves are established pursuant the Deposit previously made by the Offering Member shall be returned to Section 6.2(a)(ii)the 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 Membership Interest to the 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 Responding Member (1) delivers a Response Notice, or (y2) 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 Responding Member fails to make such an election within thirty (30) days after receipt of an offer under give the Offering Member a Response Notice in accordance with this Section 11.1(a)10.4, the Offeree shall be is deemed to have elected to sell all of its interest Membership Interest to the Offering Member (the “Closing Date”), and in either such event the CompanyMembers 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 sale Furthermore, if Managing Member is the purchasing Member, Managing Member shall use commercially reasonable efforts to obtain as part of the closing the absolute release of the EFL Parties from any post-closing obligations or liabilities under all Guarantees to which any EFL Party is a party or to which any EFL Party may be bound; provided, however, if Managing Member is unable, despite commercially reasonable efforts, to obtain the release of the EFL Parties from post-closing obligations and liabilities under the Guarantees to which any EFL Party is a party, then Managing Member shall indemnify, defend and hold EFL 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 EFL Parties a guaranty, in form and substance reasonably acceptable to EFL Member's interest , executed by an Affiliate of CWI Member, reasonably acceptable to EFL Member and guarantying the indemnity obligations of Managing Member continued in the Company pursuant to this Section 11.1(a) shall proceed in accordance with Section 11.1(b10.6(a). The Manager shall disclose In addition, concurrent with the closing whereby Managing Member is the purchasing Member, Managing Member may, without penalty, terminate the Hotel Management Agreement, effective as of the closing date. Time is of the essence with respect to the Members, within 15 days closing 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 sale contemplated herein on or before expiration of such ninety (90) day period. One hundred percent (100%) of the Manager to make such disclosure purchase price for the Membership Interest being sold or purchased shall be deemed a material breach payable at the Closing Date by the Manager of its obligations under this Agreementwire transfer in immediately available funds.

Buy-Sell. (a) If a Major Decision Dispute occurs at any time after Notwithstanding anything in part A above to the date that is twelve (12) months following contrary, in the Substantial Completion Date (such period, event the "Lockout Date"), then each Initiating Member (in either case, desires to sell all of its Membership Interest and the "Offeror"), may make an offer in writing to the other Member (the Company has only one other Member, the "Offeree"), which Initiating Member may elect to proceed under this part B in lieu of proceeding under part A above. The Initiating Member shall state an amount first notify the other Member in writing (the "Buy-Sell Value") determined in “Part B Notice”). Said Part B Notice shall contain an express statement that Initiating Member is proceeding under the sole provisions of this part B and absolute discretion of shall set forth the Offeror that the Offeror believes is the value of the Assets. An offer made pursuant to 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. The 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 aggregate dollar amount the Offeree Initiating Member would have received if the Company caused agree to accept on a sale of all of the Assets Initiating Member’s Membership Interest (the “Designated Sales Amount”). Within twenty (20) business days of such Part B Notice, the other Member shall notify Initiating Member in writing (the “Part B Response Notice”) stating either that (i) such other Member wishes 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), 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 purchase all of the Assets Initiating Member’s Membership Interest at the Designated Sales Amount or (ii) such other Member wishes to be sold sell all of its Membership Interest to a third party for Initiating Member at the Buy-Sell Value on the Buy-Sell Closing Date and distributed the resulting Net Proceeds Adjusted Designated Sales Amount (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)(iias hereinafter determined). If the Offeree fails to make no such an election within thirty (30) days after receipt of an offer under this Section 11.1(a)Part B Response Notice is timely given, the Offeree other Member shall be deemed to have elected to sell all of its interest Membership Interest to the Initiating Member. If the other Member elects that said other Member shall purchase the Membership Interest of the Initiating Member, the purchase price for said Membership Interest shall be the Designated Sales Amount. Conversely, if the other Member elects, or is deemed to have elected to sell all of its Membership Interest to the Initiating Member, the purchase price for said Membership Interest shall be the Designated Sales Amount as adjusted pro rata to reflect the differing Sharing Ratios of the Initiating Member and the other Member (the “Adjusted Designated Sales Amount”). In either event, closing on the sale of the Membership Interest shall occur within six (6) months of the date the Part B Response Notice was required to be given and the purchase price shall be payable in cash. Within twenty (20) business days after an election has been made under this part B (whether deemed or otherwise), the acquiring Member shall deposit with the selling Member a non-refundable xxxxxxx money deposit in the Company. The sale amount of five percent (5%) of the estimated amount the selling member is entitled to receive under this part B, which amount shall be applied to the purchase price at closing; however, 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, but shall not constitute a waiver of any rights and remedies otherwise available to the selling Member because 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 default by the Manager of its obligations under this Agreementacquiring Member.

Buy-Sell. 12.1 The Members shall endeavor to consult and cooperate in good faith, to maximize the potential of the Project. In the event of any material default hereunder by a Member, or any deadlock or dispute between the Members as to a matter requiring their unanimous consent hereunder which cannot be reasonably resolved, either Member may invoke the following buy-sell (a“Buy-Sell”) If a Major Decision Dispute occurs at any time after agreement: Either Member may give written notice to the other that it desires to invoke the Buy-Sell, which notice shall set the date that is twelve (12) months following of a meeting to be held no sooner than 15 nor later than 30 days thereafter. At the Substantial Completion Date (such periodmeeting, which shall be held in the "Lockout Date")presence of one or more neutral third parties, then each Member (shall deliver a sealed envelope, in either case, the "Offeror"), may make an offer 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 Membership Interest of the other Member for cash, to be paid to the other Member (the other Member, the "Offeree"), which shall state an amount (the "Buy-Sell Value") determined in the sole and absolute discretion of the Offeror that the Offeror believes is the value of the Assets. An offer made pursuant to 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. The 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, 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 the 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 purchasing Member does not consummate the purchase of the other Member’s Membership Interest within such thirty (30) days, the other Member may elect (a) to enforce the purchasing Member’s purchase obligation by an offer action for specific performance to be brought no later than sixty (60) days after the meeting in which the envelopes are opened, or (b) to purchase the Membership Interest of the defaulting purchasing Member on the same terms and conditions as set forth above (with the thirty (30) day purchase period commencing on the thirtieth (30th) day after the meeting in which the envelopes are opened) and for a purchase price equal to eighty percent (80%) (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 Section 11.1(aAgreement) 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 Offeree meeting shall be deemed 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 Percentage Interest to have elected 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 its interest procedure contained in the Companyoperating agreement of Mountain Falls is utilized by the members of Mountain Falls for any reason, the member of Mountain Falls entitled to purchase the membership interest of the other member of Mountain Falls shall have the right to purchase the Membership Interest of the other Member of the Company for its “Fair Option Price,” as defined in and determined pursuant to Section 8.6 of this Agreement. The sale purchase price shall be payable in cash, within ninety (90) days after the Fair 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 a the final purchase price as set forth in Section 12.1 of the Mountain Falls operating agreement, then such Member shall have the right to purchase the other Member's ’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 for 80% 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 AgreementFair Option Price.

Buy-Sell. (a) If a Major Decision Dispute occurs at any time after A Member wishing to the date that is twelve (12) months following the Substantial Completion Date (such period, the "Lockout Date"), then each Member (sell his Membership Interest other than in either case, the "Offeror"), accordance with Section below may make not do so without first making an offer in writing to sell such Membership Interest to the other Member (the other Member, the "Offeree"), which shall state an amount (the "Buy-Sell Value") determined Members in the sole and absolute discretion manner described below. In the event that any Member shall receive a bona fide offer to sell his Membership Interest from a third party, such Member shall promptly notify all other Members in writing of the Offeror that terms of such bona fide third party offer. The remaining Members may elect to purchase the Offeror believes is Membership Interest for which the value of bona fide third party offer has been made upon the Assets. An offer made pursuant to this Section 11.1 shall constitute an irrevocable same terms as the bona fide third party offer by providing the Offeror to the Offeree either (I) to sell all, but not less than all, selling Member with written notice 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. The 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, 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 of notice of the terms of the bona fide third party offer. In the event that more than one Member desires to exercise such right to purchase, then the portion of the Membership Interest each will purchase shall be 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. In the event that the remaining Members do not elect to purchase all of the Membership Interest of the selling Member covered by the terms of the bona fide third party offer, then the selling Member may, following the expiration of the term of the right of first refusal, proceed with the sale of the Membership Interest to the third party. If any sale to a third party is not consummated within forty-five (45) days after receipt 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 an assignee who has not been admitted to the Company wishes to sell the Membership Interest assigned to him, he shall first offer under 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 in accordance with the principles of the preceding provisions of this Section 11.1(a), the Offeree shall be deemed to have elected to sell its interest in the Companybelow. The sale Any purchaser of a Member's interest in the Company pursuant to this Section 11.1(a) shall proceed Membership Interest transferred in accordance with Section 11.1(b). The Manager below shall disclose be admitted to the MembersCompany as a Member in respect of such Membership Interest, within 15 days and each Member hereby consents to the admission of such purchaser to the Company, in the place and stead of the offer made pursuant to this Section 11.1(a)seller, all information concerning the Property and any other Assets provided that the purchaser delivers to the other Members requestsa document under the terms of which the purchaser agrees to be bound by, and to perform the failure of the Manager to make such disclosure shall be deemed a material breach by the Manager of its obligations under provisions of, this Agreement.

Buy-Sell. (a) If In the event that the Members, despite good faith efforts, cannot agree with respect to any Major Decision, either Member may deliver a Major Decision Dispute occurs at any time after written notice to the date that is twelve other (12) months following the Substantial Completion Date (such period, the "Lockout DateImpasse Notice"), which Impasse Notice shall specify the matter upon which the Members cannot agree and shall summarize the position of the Member delivering the Impasse Notice with respect thereto. No less than thirty (30) days following delivery of the Impasse Notice, in the event that the Members continue to be unable to agree as to the matter set forth in the Impasse Notice, either Member, so long as it is not then each Member in default hereunder (in either case, the "OfferorInitiating Member"), may make an offer in writing to give the other Member (the other "Responding Member, the "Offeree"), which shall state an amount ) a written notice (the "Buy-Sell ValueNotice") determined setting forth the all-cash price (the "Price") which the Initiating Member would be willing to pay for the Property and all other Company assets, which Price shall be based upon bona fide written evidence (the "Buy-Sell Backup"), such as a fully executed letter of intent, of the verifiable terms and conditions of an arms-length transaction with a bona fide third party. No Member may deliver a Buy-Sell Notice unless such Buy-Sell Notice shall also (i) contain a statement of the amount of cash (the "Interest Price") which would be received by each Member if the Property and all other Company assets were sold at the Price and on such other terms and conditions as are set forth in the sole Buy-Sell Notice and absolute discretion the Net Proceeds (calculated assuming that it is necessary to repay all Company indebtedness) of such sale were distributed to the Offeror that the Offeror believes is the value of the Assets. An offer made Members pursuant to this Section 11.1 Agreement; and (ii) be accompanied by the Buy-Sell Backup upon which the Price and the Interest Price set forth in the Buy-Sell Notice are based. The Responding Member will be required no later than 120 days after the receipt of the Buy-Sell Notice (the "120-day Period") either to elect to purchase the Initiating Member's Interest at the Interest Price of the Initiating Member, or to sell its own Interest to the Initiating Member at the Interest Price of the Initiating Member. Failure by the Responding Member to deliver written notice of such election within the 120-day Period shall constitute an irrevocable offer election by the Offeror to the Offeree either (I) Responding Member to sell all, but not less than all, of the Offeror's interest its Interest in the Company to the Offeree Initiating Member; PROVIDED, HOWEVER, that the 120-day Period shall be tolled for a period not to exceed the earlier to occur of (a) the issuance of the Independent Appraiser's (as defined below) report or (IIb) sixty (60) days, in the event that the Responding Member properly exercises its right to purchase allseek an appraisal pursuant to SECTION 12.1(E). Notwithstanding the foregoing, but not less than all, in the event that the impasse over a Major Decision is caused by Columbia's disapproval of the Offeree's interest in equity contribution required from the Company. The Offeree shall have thirty (30) days after receipt of an offer made Company 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 transaction proposed by MCHP, then held by the Company and the Subsidiaries) pursuant to Section 6.2Columbia, 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 from its receipt of an offer under this Section 11.1(aImpasse Notice from MCHP, shall have the right to deliver to MCHP a written notice of Columbia's disapproval of such equity contribution requirements (the "Disapproval Notice"). MCHP, upon receipt of such Disapproval Notice within the Offeree shall be deemed requisite thirty (30) day period, shall, for a period of sixty (60) days from MCHP's receipt of the Disapproval Notice, and prior to have elected delivering a Buy-Sell Notice to sell its interest Columbia, use good faith efforts to assist Columbia in obtaining market rate financing for Columbia's portion of the Company. The sale of a Member's interest in equity contribution required from the Company pursuant to this Section 11.1(a) the transaction proposed by MCHP; PROVIDED, HOWEVER, that MCHP's failure to obtain such financing on behalf of Columbia shall proceed not limit MCHP 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 timely exercise of its obligations under this Agreementrights as set forth herein.

Buy-Sell. (a) If a Major Decision Dispute occurs at At any time after to thirty (30) days following receipt of a written request for the date that approval of any Major Decision, if an Impasse is twelve (12) months following the Substantial Completion Date (such periodcontinuing, the "Lockout Date"), then each either Member (the “Offering Member”) may, in either caseits sole and absolute discretion, deliver written notice (the "Offeror"), may make an offer in writing “Buy-Sell Notice”) to the other Member (the “Responding Member”), proposing a Total Value which would be the basis for calculating the applicable price (“Applicable Price”) at which the Offering Member is willing to 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, the "Offeree"), which shall state an amount (the "’s membership interest. The Buy-Sell Value") determined in the sole and absolute discretion of the Offeror Notice shall be accompanied by a letter or other statement signed by a bank or trust company confirming that the Offeror believes is Offering Member has deposited with such bank or trust company the value amount of Two Hundred Fifty Thousand Dollars ($250,000) (the Assets. An offer made pursuant to 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“Deposit”). The Offeree Responding Member shall have a period of 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 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 Buy-Sell Closing Date and distributed amount the resulting Net Proceeds (and any other funds then held by Responding Member would receive if the assets of the Company were sold for an amount equal to the Total Value, all third party liabilities were repaid and the Subsidiaries) balance was paid and/or distributed pursuant to Section 6.27.2. 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, assuming that no reserves are established pursuant the Deposit previously made by the Offering Member shall be returned to Section 6.2(a)(ii)the 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 membership interest to the 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 Responding Member (1) delivers a Response Notice, or (y2) 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 Responding Member fails to make such an election within thirty (30) days after receipt of an offer under give the Offering Member a Response Notice in accordance with this Section 11.1(a)6.4, the Offeree shall be is deemed to have elected to sell all of its membership interest 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. Furthermore, the purchasing Member shall use commercially reasonable efforts to obtain as part of the closing the absolute release of any Company Guarantor who provided a Company Guaranty to which such selling Member may be bound. Time is of the essence with respect to the closing of the sale contemplated herein on or before expiration of such ninety (90) day period. One hundred percent (100%) of the purchase price for the membership interest being sold or purchased shall be payable at the Closing Date by wire transfer in immediately available funds. If the purchasing Member fails to complete the purchase on or before the Closing Date (other than as a result of the selling Member’s default), then (i) the 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 Deposit; (ii) the selling Member shall have ninety (90) 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. All closings shall be conducted through an escrow agreement established by the Members with a title insurer. Each Member shall pay one-half of the cost of escrow, together with all of its attorneys fees incurred in connection with such buy-sell transaction. Either Member purchasing an interest under this Section 6.4 may assign its rights, in the Company. The sale whole or in part, to any Affiliate of a such Member's interest in , provided that no assignment shall relieve the Company pursuant purchasing party from any liability or obligation with respect 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 Agreementpurchase.

Buy-Sell. (a) If a Major Decision Dispute occurs at any time after The Initiating Member shall have set forth in the Dissolution Election Notice the all-cash price for the Buy-Sell Property which the Initiating Member would be willing to the date that is twelve (12) months following the Substantial Completion Date (such period, the "Lockout Date"), then each Member (in either case, the "Offeror"), may make an offer in writing to the other Member (the other Member, the "Offeree"), which shall state an amount pay (the "INTEREST PRICE") and shall concurrently therewith deliver into escrow a deposit equal to five (5%) percent of the aggregate Interest Price for all such Buy-Sell Value") determined in the sole and absolute discretion of the Offeror that the Offeror believes is the value of the AssetsProperties. An offer made pursuant to this Section 11.1 shall constitute an irrevocable offer by the Offeror to the Offeree either (I) to sell all, but not less Not later 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. The Offeree shall have thirty (30) days after receipt the delivery of an offer made pursuant the Dissolution Election Notice (the "THIRTY-DAY PERIOD"), the Other Member shall elect, with respect to this Section 11.1(aeach Buy-Sell Property, either (i) to elect either purchase the Initiating Member's indirect interest in such Buy-Sell Property at an amount equal to the product of (xA) the Interest Price and (B) Initiating Member's Percentage Interest in the Company or (ii) to sell its interest in the Company such Buy-Sell Property to the Offeror for a price Initiating Member at an amount equal to the amount product of (A) the Offeree would have received if Interest Price and (B) Other Member's Percentage Interest in the Company caused all (as applicable, the "PURCHASE PRICE"). Failure either to deliver written notice of such election within the Assets Thirty-Day Period or, if an election to be sold purchase has been made, to a third party for deliver the deposit required hereinbelow, shall constitute an irrevocable election by the Other Member to sell its interest in each Buy-Sell Value on Property to the Initiating Member at the Purchase Price. With respect to any Buy-Sell Closing Date and distributed Property for which the resulting Net Proceeds Other Member shall elect to be a purchaser, the Other Member or its designee(s) shall make a deposit, concurrently with delivery of its election, equal to five percent (and any other funds then held by 5%) of the Company applicable Purchase Price, and the SubsidiariesInitiating Member's original five percent (5%) deposit shall be returned within three (3) days to the 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 Section 6.2, assuming that no reserves are established pursuant customary escrow provisions. All interest earned on any deposit shall be paid to Section 6.2(a)(iithe Purchasing Member (as defined below), or (ysubject to the provisions of Section 9.4(b)(ii). Upon the date that the election(s) 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 or sell by the Company Other Member shall have been made (or deemed made) and the Subsidiaries) pursuant to Section 6.2, assuming that no reserves are established pursuant to Section 6.2(a)(ii). If required deposit shall have been delivered the Offeree fails to make such an election within thirty (30) days after receipt of an offer under this Section 11.1(a"CONTRACT DATE"), the Offeree Members shall be deemed to have elected to sell its interest in the Company. The sale of entered into 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.binding