Common use of Closing Process Clause in Contracts

Closing Process. The Purchasing Member shall fix a closing date (the “Buy/Sell Closing Date”) not later than forty-five (45) days following the Buy/Sell Election Date by notifying the Selling Member in writing of the Buy/Sell Closing Date not less than twenty (20) days prior thereto. The closing shall take place on the Buy/Sell Closing Date and shall be completed through a customary closing escrow or held at the principal office of the Purchasing Member or such other location as the parties shall agree upon at least five (5) Business Days prior to the Buy/Sell Closing Date. The Buy/Sell Purchase Price for the Selling Member’s Membership Interest shall be paid in immediately available funds and the Selling Member shall convey good and marketable title to its Membership Interest to Purchasing Member, or its designee, free and clear of all liens and encumbrances. Each Member agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Selling Partner’s Membership Interest by the Purchasing Member. The Managing Member shall have the Company’s accountant, or in the absence of the Company’s accountant, the Managing Member shall prepare in good faith a balance sheet for the Company as of the date of determination of the Buy/Sell Closing Date showing all items of adjustment described below, and such adjustments shall be made as of the Buy/Sell Closing Date. At the closing, adjustments to Specified Value shall be made in accordance with this Section 4 in order to complete the final calculation of the Buy/Sell Purchase Price due to Selling Member. The cost of any title insurance policy endorsements desired by the Purchasing Member shall be paid by the Purchasing Member. All other costs shall be borne by the party who customarily bears such costs in the [Philadelphia, Pennsylvania] real estate market. Any risk of casualty, condemnation or loss prior to the Buy/Sell Closing Date shall be borne by Purchasing Member, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Buy/Sell Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Company prior to the Buy/Sell Closing Date shall not be taken into account in the adjustment of the Specified Value). In no event shall Purchasing Member be required to repay or to cause the Company to repay any indebtedness of the Company at such closing. Notwithstanding anything to the contrary contained in the Buy/Sell Provisions, it shall be a condition precedent to Selling Member’s obligation to close on the Buy/Sell Closing Date that the Purchasing Member obtains (i) for the benefit of the Company the consent or approval of the Project Lender, if and to the extent that the failure to obtain such consent or approval would constitute a default under or breach of any Project Loan Documents, and (ii) for the benefit of Selling Member releases from any and all guaranties given by Selling Member or any Affiliate of Selling Member to the Project Lender or other creditor.

Closing Process. The Purchasing Member Purchaser shall fix a closing date (the “Buy/Sell Closing Date”) not later than forty-five (45) days following the Buy/Sell Election Date by notifying the Selling Member other Partner in writing of the Buy/Sell Closing Date not less than twenty ten (2010) days prior thereto. The closing shall take place on the Buy/Sell Closing Date and shall be completed through a customary closing escrow or held at the principal office of the Purchasing Member TRT LLC or such other location as the parties shall agree upon at least five (5) Business Days prior to the Buy/Sell Closing Date. The purchase price for the applicable Property that are the subject of the Buy/Sell Purchase Price for the Selling Member’s Membership Interest Offering Notice shall be paid in immediately available funds and the Selling Member Seller shall convey good and marketable fee simple title to its Membership Interest to Purchasing Member, the applicable Propert(ies) that are the subject of the Buy/Sell Offering Notice or its designee, designee free and clear of all financing liens and encumbrancesencumbrances but subject to all such other encumbrances as affect such Propert(ies) as encumbered the applicable Propert(ies) on the date that the Buy/Sell Offering Notice was issued and any other encumbrances thereafter placed on the applicable Propert(ies) in accordance with the terms of this Agreement. Each Member Partner agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Selling Partner’s Membership Interest by Property that are the Purchasing Membersubject of the Buy/Sell Offering Notice and otherwise shall conduct the transfer in a manner that is customary for the sale of real property the jurisdiction in which the applicable Propert(ies) are located. The Managing Member shall have the Company’s accountant, or in the absence of the Company’s accountant, the Managing Member Partner shall prepare in good faith a balance sheet for schedule of adjustments to the Company Purchase Price pursuant to Section 16.7 as of the date of determination of the Buy/Sell Closing Date showing all items of adjustment described below, below and such adjustments shall be made as of the Buy/Sell Closing Date. At the closing, adjustments to Specified Value purchase price shall be made in accordance with this Section 4 16.7 in order to complete the final calculation of the Buy/Sell applicable adjustments to the Purchase Price due to Selling MemberPrice. The cost of any title insurance policy endorsements desired by the Purchasing Member Purchaser shall be paid by the Purchasing MemberPurchaser. All other costs shall be borne by the party who customarily bears such costs in the [Philadelphia, Pennsylvania] real estate marketarea where the applicable Property is located. Any risk of casualty, condemnation or loss prior to the Buy/Sell Closing Date shall be borne by Purchasing MemberPurchaser, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Buy/Sell Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Company Partnership prior to the date of the Buy/Sell Closing Date Notice shall not be taken into account in the adjustment of the Specified Valuepurchase price). In no event shall Purchasing Member Purchaser be required to repay or to cause the Company Partnership to repay any indebtedness of the Company Partnership at such closing. Notwithstanding anything to the contrary contained in the Buy/Sell Provisions, it shall be a condition precedent to Selling MemberPurchaser’s and Seller’s obligation to close on the Buy/Sell Closing Date that the Purchasing Member obtains (i) for the benefit upon performance by each party of the Company the consent or approval of the Project Lenderits obligations hereunder, if and to the extent that the failure to obtain such consent or approval would constitute a default under or breach of any Project Loan Documents, and (ii) for holder releases the benefit of Selling Member releases Property from any and all guaranties given by Selling Member or any Affiliate of Selling Member financing liens and encumbrances to which the Project Lender or other creditorapplicable Property is subject.

Closing Process. The Purchasing Member shall fix a closing date for the closing, if any, for the purchase and sale of Bluerock's Interest under this Section 16 (the “Buy/Sell "Bluerock Interest Closing Date”") will be set by ArchCo, provided it is not later than forty-five (45) days following the Buy/Sell Election Date by notifying the Selling Member in writing of the Buy/Sell Bluerock Interest Closing Date not less than twenty (20) days prior theretoDeadline. The closing shall take place on the Buy/Sell Bluerock Interest Closing Date and shall be completed through escrow with a customary closing escrow or held at national title company. At the principal office of closing, the Purchasing Member or such other location as the parties shall agree upon at least five (5) Business Days prior to the Buy/Sell Closing Date. The Buy/Sell Purchase Bluerock Interest Price for the Selling Member’s Membership Interest shall be paid in immediately available funds and the Selling Member Bluerock shall convey good and marketable title to its Membership Bluerock's Interest to Purchasing Member, or its designee, ArchCo free and clear of all liens and encumbrances. Each Member agrees to shall cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Selling Partner’s Membership Bluerock 's Interest by the Purchasing MemberArchCo. The Managing Member shall have the Company’s accountant, or in the absence of the Company’s accountant, the Managing Member Manager shall prepare in good faith (and the parties shall agree upon) a balance sheet for the Company as of the date of determination of the Buy/Sell Bluerock Interest Closing Date showing all items of adjustment described belowincome and expense of the Company earned or accrued, and such adjustments income and expenses shall be made prorated between ArchCo and ArchCo as of the Buy/Sell Bluerock Interest Closing Date (based on Bluerock's Interest before the Bluerock Interest Closing Date. At the closing, adjustments to Specified Value shall be made in accordance with this Section 4 in order to complete the final calculation of the Buy/Sell Purchase Price due to Selling Member. The cost of any title insurance policy endorsements desired by the Purchasing Member shall be paid by the Purchasing Member). All other costs shall be borne by the party who customarily bears such costs in the [Philadelphia, Pennsylvania] real estate markettransactions in the county where the Property is located. Any risk of casualty, condemnation casualty or loss prior to the Buy/Sell Property before the Bluerock Interest Closing Date shall be borne by Purchasing MemberArchCo, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Buy/Sell Closing Date) or condemnation awards (and awards. Unless required by any such casualty or condemnation proceeds received by the Company prior to the Buy/Sell Closing Date shall not be taken into account applicable loan documents, in the adjustment of the Specified Value). In no event shall Purchasing Member ArchCo be required to repay or to cause the Company to repay any indebtedness of the Company at such closing. Notwithstanding anything closing except for the repayment of any loans made by Bluerock to the contrary contained in Company with ArchCo's prior written consent; provided further, on or before the Buy/Sell Provisions, it shall be Bluerock Interest Closing Date and as a condition precedent of any closing thereon, ArchCo shall provide written releases to Selling Member’s obligation to close on the Buy/Sell Closing Date that the Purchasing Member obtains (i) for the benefit Bluerock and any Affiliate of Bluerock from all liabilities, if any, of the Company the consent or approval any Subsidiary or Affiliate (or successor to any of the Project Lenderforegoing) for which Bluerock and Affiliates of Bluerock may have personal liability and from all guaranties of such liabilities of the Company or any Subsidiary or Affiliate (or successor to any of the foregoing) previously executed by Bluerock and any Affiliates of Bluerock. Effective as of the closing for the purchase of Bluerock's Interest, if Bluerock shall withdraw as a member of the Company. In connection with any such withdrawal, ArchCo may cause any nominee designated by ArchCo to be admitted as a substituted Member of the Company. Upon payment to Bluerock of the Bluerock Interest Price after the Abandonment Event on or before the Bluerock Interest Closing Deadline, Bluerock hereby constitutes and to irrevocably appoints ArchCo as Bluerock's true and lawful attorney-in-fact upon the extent that the failure to obtain such consent or approval would constitute occurrence of a default by Bluerock under this Section 16 for the purpose of canying out the provisions of this Section 16 and taking any action and executing any document, instrument and/or agreement that ArchCo deems necessary or breach appropriate to accomplish the purposes of this Section 16, including, without limitation, the transfer of Bluerock's Interest in the Company to ArchCo in accordance with this Section 16. This power-of-attorney shall be irrevocable as one coupled with an interest; provided however, on or before the Bluerock Interest Closing Date and as a condition of any Project Loan Documentsclosing thereat, ArchCo shall provide written releases to Bluerock and (ii) for the benefit of Selling Member releases from any and all guaranties given by Selling Member or any Affiliate of Selling Member Bluerock from all liabilities, if any, of the Company or any Subsidiary or Affiliate (or successor to any of the Project Lender foregoing) for which Bluerock and Affiliates of Bluerock may have personal liability and from all guaranties of such liabilities of the Company or other creditorany Subsidiary or Affiliate (or successor to any of the foregoing) previously executed by Bluerock and any Affiliates of Bluerock.

Closing Process. The Purchasing Member shall fix a closing date for the closing, if any, for the purchase and sale of Bluerock’s Interest under this Section 16 (the “Buy/Sell Bluerock Interest Closing Date”) will be set by ArchCo, provided it is not later than forty-five (45) days following the Buy/Sell Election Date by notifying the Selling Member in writing of the Buy/Sell Bluerock Interest Closing Date not less than twenty (20) days prior theretoDeadline. The closing shall take place on the Buy/Sell Bluerock Interest Closing Date and shall be completed through escrow with a customary closing escrow or held at national title company. At the principal office of closing, the Purchasing Member or such other location as the parties shall agree upon at least five (5) Business Days prior to the Buy/Sell Closing Date. The Buy/Sell Purchase Bluerock Interest Price for the Selling Member’s Membership Interest shall be paid in immediately available funds and the Selling Member Bluerock shall convey good and marketable title to its Membership Bluerock’s Interest to Purchasing Member, or its designee, ArchCo free and clear of all liens and encumbrances. Each Member agrees to shall cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Selling PartnerBluerock’s Membership Interest by the Purchasing MemberArchCo. The Managing Member shall have the Company’s accountant, or in the absence of the Company’s accountant, the Managing Member Manager shall prepare in good faith (and the parties shall agree upon) a balance sheet for the Company as of the date of determination of the Buy/Sell Bluerock Interest Closing Date showing all items of adjustment described belowincome and expense of the Company earned or accrued, and such adjustments income and expenses shall be made prorated between ArchCo and ArchCo as of the Buy/Sell Bluerock Interest Closing Date (based on Bluerock’s Interest before the Bluerock Interest Closing Date. At the closing, adjustments to Specified Value shall be made in accordance with this Section 4 in order to complete the final calculation of the Buy/Sell Purchase Price due to Selling Member. The cost of any title insurance policy endorsements desired by the Purchasing Member shall be paid by the Purchasing Member). All other costs shall be borne by the party who customarily bears such costs in the [Philadelphia, Pennsylvania] real estate markettransactions in the county where the Property is located. Any risk of casualty, condemnation casualty or loss prior to the Buy/Sell Property before the Bluerock Interest Closing Date shall be borne by Purchasing MemberArchCo, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Buy/Sell Closing Date) or condemnation awards (and awards. Unless required by any such casualty or condemnation proceeds received by the Company prior to the Buy/Sell Closing Date shall not be taken into account applicable loan documents, in the adjustment of the Specified Value). In no event shall Purchasing Member ArchCo be required to repay or to cause the Company to repay any indebtedness of the Company at such closing. Notwithstanding anything closing except for the repayment of any loans made by Bluerock to the contrary contained in Company with ArchCo’s prior written consent; provided further, on or before the Buy/Sell Provisions, it shall be Bluerock Interest Closing Date and as a condition precedent of any closing thereon, ArchCo shall provide written releases to Selling Member’s obligation to close on the Buy/Sell Closing Date that the Purchasing Member obtains (i) for the benefit Bluerock and any Affiliate of Bluerock from all liabilities, if any, of the Company the consent or approval any Subsidiary or Affiliate (or successor to any of the Project Lenderforegoing) for which Bluerock and Affiliates of Bluerock may have personal liability and from all guaranties of such liabilities of the Company or any Subsidiary or Affiliate (or successor to any of the foregoing) previously executed by Bluerock and any Affiliates of Bluerock. Effective as of the closing for the purchase of Bluerock’s Interest, if Bluerock shall withdraw as a member of the Company. In connection with any such withdrawal, ArchCo may cause any nominee designated by ArchCo to be admitted as a substituted Member of the Company. Upon payment to Bluerock of the Bluerock Interest Price after the Abandonment Event on or before the Bluerock Interest Closing Deadline, Bluerock hereby constitutes and to irrevocably appoints ArchCo as Bluerock’s true and lawful attorney-in-fact upon the extent that the failure to obtain such consent or approval would constitute occurrence of a default by Bluerock under this Section 16 for the purpose of carrying out the provisions of this Section 16 and taking any action and executing any document, instrument and/or agreement that ArchCo deems necessary or breach appropriate to accomplish the purposes of this Section 16, including, without limitation, the transfer of Bluerock’s Interest in the Company to ArchCo in accordance with this Section 16. This power-of-attorney shall be irrevocable as one coupled with an interest; provided however, on or before the Bluerock Interest Closing Date and as a condition of any Project Loan Documentsclosing thereat, ArchCo shall provide written releases to Bluerock and (ii) for the benefit of Selling Member releases from any and all guaranties given by Selling Member or any Affiliate of Selling Member Bluerock from all liabilities, if any, of the Company or any Subsidiary or Affiliate (or successor to any of the Project Lender foregoing) for which Bluerock and Affiliates of Bluerock may have personal liability and from all guaranties of such liabilities of the Company or other creditorany Subsidiary or Affiliate (or successor to any of the foregoing) previously executed by Bluerock and any Affiliates of Bluerock.

Closing Process. The Purchasing Member Purchaser shall fix a closing date (the “Buy/Sell "Closing Date”") not later than forty-five one hundred twenty (45120) days following the Buy/Sell Election Date date of receipt by the Initiating Member of the responsive notice within the period set forth in Section 8.4.2 or the deemed election by the Responding Member in accordance with Section 8.4.2, by notifying the Selling Member Seller in writing of the Buy/Sell Closing Date not less than twenty thirty (2030) days prior thereto. The closing shall take place on the Buy/Sell Closing Date and shall be completed through a customary closing escrow or held at the principal office of the Purchasing Member or such other location as the parties shall agree upon at least five (5) Business Days prior to the Buy/Sell Closing DatePurchaser. The Buy/Sell Purchase Price purchase price for the Selling Member’s Membership Interest Seller's interest shall be paid in immediately available funds and the Selling Member Seller shall convey good and marketable title to its Membership Interest membership interest in the Company to Purchasing Member, Purchaser or its designee, designee free and clear of all liens and encumbrances. Each Member agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Selling Partner’s Membership Interest Seller's interest by the Purchasing MemberPurchaser. The Managing Member shall have the Company’s accountant, or in the absence of the Company’s accountant, the Managing Member Manager shall prepare in good faith a balance sheet for the Company as of the date of determination of the Buy/Sell Closing Date showing all items of adjustment described belowincome and expense of the Company earned or accrued, and such adjustments income and expenses shall be made prorated between the Purchaser and the Seller as of the Buy/Sell Closing Date (based on the Seller's interest therein prior to the Closing Date. At the closing, adjustments to Specified Value shall be made in accordance with this Section 4 in order to complete the final calculation of the Buy/Sell Purchase Price due to Selling Member). The cost of any title insurance policy endorsements desired by the Purchasing Member Purchaser shall be paid by the Purchasing MemberPurchaser. All other costs shall be borne by the party who customarily bears such costs in the [Philadelphia, Pennsylvania] real estate marketcosts. Any risk of casualty, condemnation casualty or loss prior to the Buy/Sell Closing Date shall be borne by Purchasing Memberthe Purchaser, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Buy/Sell Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Company prior to the Buy/Sell Closing Date shall not be taken into account in the adjustment of the Specified Value)awards. In no event shall Purchasing Member the Purchaser be required to repay or to cause the Company to repay any indebtedness of the Company at such closing. Notwithstanding anything to the contrary contained in the Buy/Sell Provisions, it shall be a condition precedent to Selling Member’s obligation to close on the Buy/Sell Closing Date that the Purchasing Member obtains (i) for the benefit of the Company the consent or approval of the Project Lender, if and to the extent that the failure to obtain such consent or approval would constitute a default under or breach of any Project Loan Documents, and (ii) for the benefit of Selling Member releases from any and all guaranties given by Selling Member or any Affiliate of Selling Member to the Project Lender or other creditor.

Closing Process. The Purchasing Member Purchaser shall fix a closing date (the “Buy/Sell "Closing Date”") not later than forty-five one hundred twenty (45120) days following the date of receipt by the Buy/Sell Election Date Initiating Member of the responsive notice within the period set forth in Section 8.4.2 or the deemed election by the Buy/Sell Responding Member in accordance with Section 8.4.2, by notifying the Selling Member Seller in writing of the Buy/Sell Closing Date not less than twenty thirty (2030) days prior thereto. The closing shall take place on the Buy/Sell Closing Date and shall be completed through a customary closing escrow or held at the principal office of the Purchasing Member Purchaser. The purchase price for the Seller's interest in the Company or such other location as the parties shall agree upon at least five (5) Business Days prior to Company's interest in the Buy/Sell Closing Date. The Buy/Sell Purchase Price for the Selling Member’s Membership Interest Pool shall be paid in immediately available funds and the Selling Member Seller shall convey good and marketable title to its Membership Interest membership interest in the Company or cause the Company to Purchasing Memberdeliver good and marketable title to its interest in the Buy/Sell Pool, as the case may be, to Purchaser or its designee, designee free and clear of all liens and encumbrances. Each Member agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Selling Partner’s Membership Interest Seller's or the Company's interest (as the case may be) by the Purchasing MemberPurchaser. The Managing Member shall have the Company’s accountant, or in the absence of the Company’s accountant, the Managing Member Manager shall prepare in good faith a balance sheet for the Company and/or the Buy/Sell Pool as of the date of determination of the Buy/Sell Closing Date showing all items of adjustment described below, income and such adjustments shall be made as expense of the Company or the Buy/Sell Pool, as the case may be, earned or accrued, and such income and expenses shall be prorated between the Purchaser and the Seller or the Company, as the case may be, as of the Closing Date (based on the Seller's or the Company's interest therein prior to the Closing Date. At the closing, adjustments to Specified Value shall be made in accordance with this Section 4 in order to complete the final calculation of the Buy/Sell Purchase Price due to Selling Member). The cost of any title insurance policy endorsements desired by the Purchasing Member Purchaser shall be paid by the Purchasing MemberPurchaser. All other costs shall be borne by the party who customarily bears such costs in the [Philadelphia, Pennsylvania] real estate marketcosts. Any risk of casualty, condemnation casualty or loss prior to the Buy/Sell Closing Date shall be borne by Purchasing Memberthe Purchaser, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Buy/Sell Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Company prior to the Buy/Sell Closing Date shall not be taken into account in the adjustment of the Specified Value)awards. In no event shall Purchasing Member the Purchaser be required to repay or to cause the Company to repay any indebtedness of the Company at such closing. Notwithstanding anything to the contrary contained or of any Property in the Buy/Sell Provisions, it shall be a condition precedent to Selling Member’s obligation to close on the Buy/Sell Closing Date that the Purchasing Member obtains (i) for the benefit of the Company the consent or approval of the Project Lender, if and to the extent that the failure to obtain Pool at such consent or approval would constitute a default under or breach of any Project Loan Documents, and (ii) for the benefit of Selling Member releases from any and all guaranties given by Selling Member or any Affiliate of Selling Member to the Project Lender or other creditorclosing.

Closing Process. The Purchasing Member Members shall fix a closing date (the “Buy"Put/Sell Call Closing Date”") which shall be not later than forty-five sixty (4560) days following after the Buy/Sell Election Date by notifying the Selling Member in writing determination of the BuyPut/Sell Closing Date not less than twenty (20) days prior theretoCall Purchase Price for ArchCo's Interest in the Company in accordance with Section 15.3. The closing shall take place on the BuyPut/Sell Call Closing Date and shall be completed through a customary closing escrow or held at the principal office of the Purchasing Member Bluerock or such other location as the parties shall agree upon at least five (5) Business Days prior to the Buy/Sell Closing Datethrough escrow with a national title company. The Buy/Sell Purchase Price purchase price for the Selling Member’s Membership ArchCo's Interest shall be paid in immediately available funds and the Selling Member ArchCo shall convey good and marketable title to its Membership Interest to Purchasing Member, or its designee, Bluerock free and clear of all liens and encumbrances. Each Member agrees to shall cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Selling Partner’s Membership ArchCo's Interest by the Purchasing MemberBluerock. The Managing Member shall have the Company’s accountant, or in the absence of the Company’s accountant, the Managing Member Manager shall prepare in good faith (and the parties shall agree upon) a balance sheet for the Company as of the date of determination of the BuyPut/Sell Call Closing Date showing all items of adjustment described belowincome and expense of the Company earned or accrued, and such adjustments income and expenses shall be made prorated between Bluerock and ArchCo as of the BuyPut/Sell Call Closing Date (based on ArchCo's Interest before the Put/Call Closing Date. At the closing, adjustments to Specified Value shall be made in accordance with this Section 4 in order to complete the final calculation of the Buy/Sell Purchase Price due to Selling Member. The cost of any title insurance policy endorsements desired by the Purchasing Member shall be paid by the Purchasing Member). All other costs shall be borne by the party who customarily bears such costs in the [Philadelphia, Pennsylvania] real estate markettransactions in the county where the Property is located. Any risk of casualty, condemnation casualty or loss prior to before the BuyPut/Sell Call Closing Date shall be borne by Purchasing MemberBluerock, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Buy/Sell Closing Date) or condemnation awards (and awards. Unless required by any such casualty or condemnation proceeds received by the Company prior to the Buy/Sell Closing Date shall not be taken into account applicable loan documents, in the adjustment of the Specified Value). In no event shall Purchasing Member Bluerock be required to repay or to cause the Company to repay any indebtedness of the Company at such closing. Notwithstanding anything closing except for the repayment of Default Loans and any other loans made by ArchCo to the contrary contained Company. Effective as of the closing for the purchase of ArchCo's Interest, ArchCo shall withdraw as a member of the Company. In connection with any such withdrawal, Bluerock may cause any nominee designated by such Member to be admitted as a substituted Member of the Company. ArchCo hereby constitutes and irrevocably appoints Bluerock as ArchCo's true and lawful attorney-in-fact upon the occurrence of a default by ArchCo under this Section 15 for the purpose of carrying out the provisions of this Section 15 and taking any action and executing any document, instrument and/or agreement that Bluerock deems necessary or appropriate to accomplish the purposes of this Section 15, including, without limitation, the transfer of ArchCo's Interest in the Buy/Sell Provisions, it Company to Bluerock in accordance with this Section 15. This power-of-attorney shall be irrevocable as one coupled with an interest. On or before the closing of a condition precedent purchase and sale held pursuant to Selling Member’s obligation this Section 15, Bluerock shall provide written releases to close on the Buy/Sell Closing Date that the Purchasing Member obtains (i) for the benefit ArchCo and any Affiliate of ArchCo from all liabilities, if any, of the Company the consent or approval for which ArchCo and Affiliates of ArchCo may have personal liability and from all guaranties of such liabilities of the Project Lender, if Company previously executed by ArchCo and to the extent that the failure to obtain such consent or approval would constitute a default under or breach any Affiliates of any Project Loan Documents, and (ii) for the benefit of Selling Member releases from any and all guaranties given by Selling Member or any Affiliate of Selling Member to the Project Lender or other creditorArchCo.

Closing Process. The Purchasing Member ROFO Purchaser shall fix a closing date (the “Buy/Sell ROFO Closing Date”) not later than forty-five one hundred twenty (45120) days following the Buy/Sell Election Option Notice Date by notifying the Selling Transferring Member in writing of the Buy/Sell ROFO Closing Date not less than twenty ten (2010) days Business Days prior thereto. The closing shall take place on the Buy/Sell ROFO Closing Date and shall be completed through a customary closing escrow or held at the principal office of the Purchasing Member Company or such other location as the parties shall agree upon at least five (5) Business Days prior to the Buy/Sell ROFO Closing Date. The Buy/Sell balance of the ROFO Purchase Price for (less the Selling Member’s Membership Interest amount of the ROFO Deposit) shall be paid in immediately available funds and the Selling Transferring Member shall convey good and marketable title to its Membership Interest to Purchasing Member, ROFO Purchaser or its designee, designee free and clear of all liens and encumbrances. Each Member agrees to cooperate and to take execute and deliver all actions and execute all reasonable documents reasonably that may be necessary or appropriate appropriate, in the reasonable opinion of counsel to reflect the purchase of ROFO Purchaser to convey the Selling PartnerPortfolio Transferring Member’s Membership Interest by to the Purchasing MemberROFO Purchaser. The Managing Member Members shall have the Company’s accountant, or in the absence of the Company’s accountant, the Managing Member shall prepare in good faith a balance sheet for the Company as of the date of determination of the Buy/Sell Closing Date showing pay their own attorneys’ fees and all items of adjustment described below, and such adjustments shall be made as of the Buy/Sell Closing Date. At the closing, adjustments to Specified Value shall be made in accordance with this Section 4 in order to complete the final calculation of the Buy/Sell Purchase Price due to Selling Member. The cost of any title insurance policy endorsements desired by the Purchasing Member shall be paid by the Purchasing Member. All other closing costs shall be borne by the party who customarily bears such costs in Los Angeles County, California. To the [Philadelphiaextent applicable, Pennsylvania] real estate market. Any any risk of casualty, condemnation or loss prior to the Buy/Sell ROFO Closing Date shall be borne by Purchasing MemberROFO Purchaser, who shall succeed to all rights to insurance proceeds (other than loss of rent income proceeds allocable to any period prior to the Buy/Sell ROFO Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Company prior to the Buy/Sell Closing Date shall not be taken into account in the adjustment of the Specified Value)awards. In no event shall Purchasing Member be required to repay or to cause the Company to repay any indebtedness of the Company at such closing. Notwithstanding anything to the contrary contained in the Buy/Sell Provisions, it It shall be a condition precedent to Selling Transferring Member’s obligation to close on the Buy/Sell ROFO Closing Date that ROFO Purchaser (with the Purchasing Member cooperation of (but at no material cost to) the Transferring Member) obtains (i) for the benefit of Transferring Member the Company the consent releases required pursuant to Sections 9.4 or approval of the Project Lender, if and to the extent that the failure to obtain such consent or approval would constitute a default under or breach of any Project Loan Documents, and 9.5 hereof (ii) for the benefit of Selling Member releases from any and all guaranties given by Selling Member or any Affiliate of Selling Member to the Project Lender or other creditoras applicable).

Closing Process. The Purchasing Member Purchaser shall fix a closing date (the “Buy/Sell "Closing Date”") not later than forty-five (45) days following the Buy/Sell Election Date by notifying the Selling Member other Partner in writing of the Buy/Sell Closing Date not less than twenty ten (2010) days prior thereto. The closing shall take place on the Buy/Sell Closing Date and shall be completed through a customary closing escrow or held at the principal office of the Purchasing Member TRT LLC or such other location as the parties shall agree upon at least five (5) Business Days prior to the Buy/Sell Closing Date. The purchase price for the applicable Property that are the subject of the Buy/Sell Purchase Price for the Selling Member’s Membership Interest Offering Notice shall be paid in immediately available funds and the Selling Member Seller shall convey good and marketable fee simple title to its Membership Interest to Purchasing Member, the applicable Propert(ies) that are the subject of the Buy/Sell Offering Notice or its designee, designee free and clear of all financing liens and encumbrancesencumbrances but subject to all such other encumbrances as affect such Propert(ies) as encumbered the applicable Propert(ies) on the date that the Buy/Sell Offering Notice was issued and any other encumbrances thereafter placed on the applicable Propert(ies) in accordance with the terms of this Agreement. Each Member Partner agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the purchase of the Selling Partner’s Membership Interest by Property that are the Purchasing Membersubject of the Buy/Sell Offering Notice and otherwise shall conduct the transfer in a manner that is customary for the sale of real property the jurisdiction in which the applicable Propert(ies) are located. The Managing Member shall have the Company’s accountant, or in the absence of the Company’s accountant, the Managing Member Partner shall prepare in good faith a balance sheet for schedule of adjustments to the Company Purchase Price pursuant to Section 16.7 as of the date of determination of the Buy/Sell Closing Date showing all items of adjustment described below, below and such adjustments shall be made as of the Buy/Sell Closing Date. At the closing, adjustments to Specified Value purchase price shall be made in accordance with this Section 4 16.7 in order to complete the final calculation of the Buy/Sell applicable adjustments to the Purchase Price due to Selling MemberPrice. The cost of any title insurance policy endorsements desired by the Purchasing Member Purchaser shall be paid by the Purchasing MemberPurchaser. All other costs shall be borne by the party who customarily bears such costs in the [Philadelphia, Pennsylvania] real estate marketarea where the applicable Property is located. Any risk of casualty, condemnation or loss prior to the Buy/Sell Closing Date shall be borne by Purchasing MemberPurchaser, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Buy/Sell Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Company Partnership prior to the date of the Buy/Sell Closing Date Notice shall not be taken into account in the adjustment of the Specified Valuepurchase price). In no event shall Purchasing Member Purchaser be required to repay or to cause the Company Partnership to repay any indebtedness of the Company Partnership at such closing. Notwithstanding anything to the contrary contained in the Buy/Sell Provisions, it shall be a condition precedent to Selling Member’s Purchaser's and Seller's obligation to close on the Buy/Sell Closing Date that the Purchasing Member obtains (i) for the benefit upon performance by each party of the Company the consent or approval of the Project Lenderits obligations hereunder, if and to the extent that the failure to obtain such consent or approval would constitute a default under or breach of any Project Loan Documents, and (ii) for holder releases the benefit of Selling Member releases Property from any and all guaranties given by Selling Member or any Affiliate of Selling Member financing liens and encumbrances to which the Project Lender or other creditorapplicable Property is subject.

Closing Process. The Purchasing Member ROFO Closing shall fix a closing occur on the date (the “Buy/Sell ROFO Closing Date”) not later than forty-five that is (45i) one hundred twenty (120) days following the Buy/Sell Forced Sale Election Date by notifying unless such date is not a Business Day, in which case the Selling Member in writing of the Buy/Sell ROFO Closing Date not less than twenty shall be the next Business Day, or (20ii) days prior theretoan earlier date agreed upon by Investor Manager and Sponsor. The closing shall take place on the Buy/Sell ROFO Closing Date and shall be completed through a customary closing escrow or held at escrow. At the principal office of ROFO Closing, the Purchasing Member or such other location as the parties shall agree upon at least five (5) Business Days prior to the Buy/Sell Closing Date. The Buy/Sell Purchase Price for the Selling Member’s Membership Interest shall be paid in immediately available funds and the Selling Member shall convey good and marketable title to its Membership Interest to Purchasing Forced Sale Responding Member, or its nominee or designee, free shall pay to the Company an amount equal to (A) the Forced Sale Price, less (B) the ROFO Deposit (provided that the ROFO Deposit is paid at the ROFO Closing to the Company), less (C) the principal balance of any Loan secured by the Project (or the applicable portion of the Project) (if the Forced Sale Responding Member, or its nominee or designee, as applicable, elects, to the extent permitted or required by the Lender if such Loan is assumable, to assume such Loan at the ROFO Closing), plus or minus (as applicable) (D) prorations as provided below. At the ROFO Closing, the Company shall convey to the Forced Sale Responding Member (or its nominee or designee) good and clear indefeasible title to (i) the portion of the Project constituting real property by special warranty deed (or the local law equivalent) or (ii) the ground lessee leasehold interest in the portion of the Project subject to ground leases by an assignment and assumption of ground lessee’s leasehold interest in the ground lease, in “as is, where is” condition, with all faults and subject to all liens, encumbrances and other matters of title affecting the Project (or the applicable portion of the Project) (including any mortgages securing any Loan in connection with the Project) except for (x) all liens and encumbrancesencumbrances affecting the Project created in violation of this Agreement by the Forced Sale Responding Member or any Affiliate thereof, and (y) all liens and encumbrances that the Company would reasonably likely be required to remove if the Company had sold the Project to a Person in an arms-length transaction. Each For no additional consideration, the Company shall LIMITED LIABILITY COMPANY AGREEMENT VIDA JV LLC Page 66 also convey all of the tangible personal property owned by the Company to the Forced Sale Responding Member agrees (or its designee) in its “as is, where is” condition, with all faults and without warranty (other than a special warranty of title, or the local law equivalent) and the Company shall also assign, and Forced Sale Responding Member (or its designee) shall assume, all of the Company’s right, title and interest in the Leases, property agreements, any first mortgage Loan assumed at the ROFO Closing and any other intangible property owned by the Company pursuant to customary written instruments in form and substance reasonably acceptable to Forced Sale Initiating Member and Forced Sale Responding Member. Investor Manager and Sponsor agree to cooperate and to take all actions and execute all other documents reasonably necessary or appropriate to reflect the purchase of the Selling Partner’s Membership Interest Project (or the applicable portion of the Project) by the Purchasing MemberForced Sale Responding Member or its nominee or designee. The Managing At the ROFO Closing, the Forced Sale Initiating Member and Forced Sale Responding Member shall have apportion all items of income and expense relating to the Project (or the applicable portion of the Project) in an equitable manner as of the close of business on the day immediately preceding the ROFO Closing so that the income and expense items with respect to the period up to and including the day before the ROFO Closing will be for the Company’s accountant, or in account and the absence income and expense items with respect to the period commencing on the day of the Company’s accountant, the Managing Member shall prepare in good faith a balance sheet ROFO Closing will be for the Company as of the date of determination of the Buy/Sell Closing Date showing all items of adjustment described below, Forced Sale Responding Member’s (or its nominee’s or designee’s) account. Said apportionments and such adjustments shall be made as of set forth on a closing statement in form and substance reasonably acceptable to the Buy/Sell Closing DateForced Sale Initiating Member and Forced Sale Responding Member and executed by the Company and the Forced Sale Responding Member or its nominee or designee. At the closing, adjustments to Specified Value All such apportionments shall be made on the basis of good faith estimates of Investor Manager and Sponsor using currently available information and final adjustment shall be made promptly after precise figures are determined or available, and in accordance with this Section 4 in order to complete any event within one (1) year after the final calculation of the Buy/Sell Purchase Price due to Selling MemberROFO Closing. The cost Forced Sale Responding Member (or its nominee or designee) shall be responsible for the payment of any loan assumption, transfer or related consent fees and expenses and for all other closing costs (such as, by way of example, costs of title insurance policy endorsements desired by and recording fees and taxes) incurred in excess of those which would have been incurred had the Purchasing Forced Sale Responding Member shall be paid by exercised the Purchasing Memberoption described in Section 12.1(c)(4). All other costs shall be borne by the party who customarily bears such costs in the [Philadelphia, Pennsylvania] real estate market. Any risk of casualty, condemnation or loss prior to the Buy/Sell Closing Date shall be borne by Purchasing Member, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the Buy/Sell Closing Date) or condemnation awards (and any such casualty or condemnation proceeds received by the Company prior to the Buy/Sell Closing Date shall not be taken into account in the adjustment of the Specified Value). In no event shall Purchasing Member be required to repay or to cause the Company to repay any indebtedness of the Company at such closing. Notwithstanding anything to the contrary contained in the Buy/Sell Provisions, it shall be a condition precedent to Selling Member’s obligation to close on the Buy/Sell Closing Date that the Purchasing Member obtains (i) for the benefit of the Company the consent or approval of the Project Lender, if and to the extent that the failure to obtain such consent or approval would constitute a default under or breach of any Project Loan Documents, and (ii) for the benefit of Selling Member releases from any and all guaranties given by Selling Member or any Affiliate of Selling Member to the Project Lender or other creditorincurs said costs.