Common use of Determination of Fair Market Value Clause in Contracts

Determination of Fair Market Value. (a) If the Unilever Stockholder exercises its Put Option pursuant to Section 8.1 or the Company exercises its Call Option pursuant to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder shall have twenty Business Days from the date of the Put Notice, in the case of an exercise of a Put Option, and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder), and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member and the Company for all purposes of this Agreement. (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a).

Determination of Fair Market Value. If the Members or the Board (as applicable) fail to unanimously agree on the Fair Market Value of any property or assets under any provision of this Agreement, within twenty (20) calendar days after delivery of a notice from a Member requesting a determination, the Members or the Board (as applicable) shall promptly retain a nationally recognized independent valuation firm to determine such Fair Market Value. In the absence of mutual agreement by the Members or Majority Consent of the Board (as applicable) on a valuation firm within five (5) calendar days of the expiration of such twenty (20) calendar day period, each Member shall designate within five (5) calendar days thereafter a nationally recognized valuation firm for the sole purpose of selecting a valuation firm to determine such Fair Market Value. If a Member fails to designate such a valuation firm within such five (5) calendar day period, then the other Member’s designated valuation firm shall be deemed the mutually agreed accounting firm to serve for all purposes of this Section 23.16. If each Member designates a valuation firm within such five (5) calendar day period, then the two (2) such designated firms shall promptly select a nationally recognized valuation firm to determine such Fair Market Value pursuant to this Section 23.16, which valuation firm shall be independent from the two (2) designated valuation firms, the Members and the Company. The valuation firm selected pursuant to this Section 23.16 is referred to as the “Independent Valuation Firm.” After the selection of the Independent Valuation Firm, (a) If each Member shall submit to the Unilever Stockholder exercises Independent Valuation Firm in writing, not later than ten (10) calendar days after the Independent Valuation Firm is retained, its Put Option pursuant position with respect to Section 8.1 such Fair Market Value, together with such supporting documentation as it deems necessary or the Company exercises its Call Option pursuant to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder shall have twenty Business Days from the date of the Put Notice, in the case of an exercise of a Put Option, and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Independent Valuation Proposal”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation PrinciplesFirm requests, and (iib) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Independent Valuation Proposal, the “Initial Unilever Proposals”). The Company Firm shall, during such periods, provide access to within fifteen (15) calendar days after receiving the Unilever Stockholder, at positions of the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably Members and all supplementary supporting documentation requested by the Unilever Stockholder in connection with Independent Valuation Firm (or if a Member fails or refuses to provide such information and documentation within a reasonable period of time, upon the preparation expiration of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes a reasonable period of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereundertime), and render its decision as to such Base Value Fair Market Value, which decision shall be final and binding upon on, and nonappealable by, the Unilever Stockholder, each other Unilever Group Member Members and the Company for all purposes of this Agreement. (c) Company. The Company Independent Valuation Firm shall act as an expert and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission not as an arbitrator. The fees and expenses of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period Independent Valuation Firm shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved paid one half by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a)each Member.

Determination of Fair Market Value. (a) If For the Unilever Stockholder exercises its Put Option pursuant period ending 30 days after the exercise by a Rollover Holdco Member of his or her right to Section 8.1 or the Company exercises its Call Option pursuant direct Rollover Holdco to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder shall have twenty Business Days from the date of the Put Noticeput Attributable Class A Common Units (or, in the case of an a Principal, to also put Class A Common Units) to The Madison Square Garden Company or the Company pursuant to Section 6.6 (Put Right) or the exercise by MSG or the Company of its call right pursuant to Section 6.7 (Call Right) (or, in the event MSG shall exercise its rights under Section 6.5 (Drag-Along Rights) and, as contemplated in clause (ii) of Section 6.6(g), the Approved Sale contemplated thereby is not consummated during the Approved Sale Period, for the period ending 30 days after expiration of such Approved Sale Period) (either such 30-day period, a “Mutual Valuation Period”), MSG and such Rollover Holdco Member (or, in the event more than one Rollover Holdco Member is then directing Rollover Holdco to sell Attributable Class A Common Units (or, in the case of a Put OptionPrincipal, and thirty Business Days from to also sell Class A Common Units) to MSG or the Company, as applicable, a Person designated by the holders of a majority of Rollover Holdco Class A Common Units then owned by all Rollover Holdco Members who are then directing Rollover Holdco to sell Attributable Class A Common Units (or, in the case of a Principal, to also sell Class A Common Units) to The Madison Square Garden Company, MSG or the Company, as applicable) shall in good faith negotiate the Fair Market Value of such Class A Common Units and/or Attributable Class A Common Units as of the date of the Call Notice exercise of such right. The Person who negotiates with MSG or Approved Sale Notice Date The Madison Square Garden Company (as the case may be), in which to propose (i) a Base Value (such proposalapplicable, the “Initial MSG FMV Entity”) pursuant to the preceding sentence is referred to as the “Rollover Holdco Member Representative.” If the MSG FMV Entity and the Rollover Holdco Member Representative are unable to reach agreement within 30 days as to such Fair Market Value, then the MSG FMV Entity and the Rollover Holdco Member Representative shall, at a date and time mutually agreed by the MSG FMV Entity and the Rollover Holdco Member Representative (but in any event no later than 30 days after the expiration of the Mutual Valuation ProposalPeriod), each submit to a mutually agreed independent third party (in the event they cannot agree on such an independent third party during such 30-day period, then either of them may request the American Arbitration Association to select such third party) (the “FMV Depository”), which shall be accompanied by a report and analysis its determination of such Fair Market Value. At or prior to the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (time of such proposalsubmission, the “Initial EBITDA Proposal” andMSG FMV Entity and the Rollover Holdco Member Representative will each instruct the FMV Depository to keep such submission confidential and not to disclose its contents to any other Person until the other party (either the MSG FMV Entity or the Rollover Holdco Member Representative, together with as applicable) has also submitted its determination to the Initial Valuation Proposal, the “Initial Unilever Proposals”)FMV Depository. The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested FMV Depository will also be instructed by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals MSG FMV Entity and the Unilever Valuation Report Rollover Holdco Member Representative to give copies of each submission to both of them simultaneously promptly (which documentation shall be considered nonpublic information for purposes but in any event within one day) after each such determination has been submitted to it. In the event the higher calculation of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be Fair Market Value submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety FMV Depository is no more than 115% of the Initial Valuation Proposal lower calculation of Fair Market Value submitted to the FMV Depository, then the Fair Market Value of such Class A Common Units and/or Attributable Class A Common Units shall be the average of the two. In the event the higher calculation of Fair Market Value submitted to the FMV Depository is more than 115% of the lower calculation of Fair Market Value submitted to the FMV Depository, then the Fair Market Value of such Class A Common Units and/or Attributable Class A Common Units shall be the amount determined by the Arbitrator (but in no event greater than the higher calculation of Fair Market Value submitted to the FMV Depository and in no event less than the Initial EBITDA Proposal under lower calculation of Fair Market Value submitted to the Valuation Principles and Exhibit 4, respectivelyFMV Depository). (b) Unless Within 30 days after the Unilever Stockholder provides submissions of Fair Market Value by the Initial Unilever Proposals MSG FMV Entity and the Unilever Valuation Report Rollover Holdco Member Representative to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights FMV Depository pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder6.8(a), and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member MSG FMV Entity and the Rollover Holdco Member Representative shall jointly select a nationally-recognized investment banking firm experienced in valuing businesses such as the Company for all purposes (in the event they cannot agree on such an investment banking firm during such 30-day period, then either of this Agreementthem may request the American Arbitration Association to select such an investment banking firm) (the “Arbitrator”). (c) In acting hereunder, the Arbitrator shall be acting as an appraising expert and not as an arbitrator. The Company Members and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after Rollover Holdco Members agree that judgment may be entered upon the timely submission determination of the Initial Unilever Proposals or Arbitrator in any court having jurisdiction over the expiration party against which such determination is to be enforced. The Members and the Rollover Holdco Members shall instruct the Arbitrator to determine the Fair Market Value of such Class A Common Units and/or Attributable Class A Common Units; provided, however, that such Fair Market Value shall not be higher than the higher of the periods described in Section 8.9(a), as Fair Market Values submitted by the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as parties to the Base Value that is not resolved FMV Depository pursuant to Section 6.8(a) or lower than the lower of the Fair Market Values submitted by the Company parties to the FMV Depository pursuant to Section 6.8(a). The fees and expenses of the Arbitrator incurred in connection with Section 6.8 shall be borne by each party (the MSG FMV Entity and the Unilever Stockholder during Rollover Holdco Members participating in such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) sale in accordance with Section 8.11(a), and any dispute as 6.11) in the same proportion that the amount by which the Fair Market Value of such Class A Common Units and/or Attributable Class A Common Units submitted by such party to the Applicable EBITDA that Arbitrator exceeds (or, as applicable, is not resolved by less than) the Company and Arbitrator’s determination of the Unilever Stockholder during Fair Market Value of such 30-Business Day period shall be submitted to the Accounting Expert Class A Common Units and/or Attributable Class A Common Units in accordance with this Section 8.10(a)6.8(c) bears to the difference between the Fair Market Value of such Class A Common Units and/or Attributable Class A Common Units submitted by each party to the Arbitrator.

Determination of Fair Market Value. (a) If all or any part of the Unilever Stockholder exercises its Put Option pursuant to Section 8.1 or Purchase Price specified in the Transfer Notice is a non-cash offer, then the Selling Shareholder and the Company exercises its Call Option pursuant may mutually agree as to Section 8.5 or the Fair Market Value of the non-cash offer. If the Selling Shareholder and the Company are unable to agree on such value within thirty (30) days after the Company and the Remaining Shareholders receive the Transfer Notice, then in such event, Fair Market Value shall be established as hereinafter provided by two independent qualified appraisers knowledgeable in the case of an Approved Sale in accordance with Section 7.2newspaper publishing industry, one to be appointed by the Unilever Stockholder shall have twenty Business Days from Selling Shareholder and the date other to be appointed by majority vote of the Put Notice, in the case Remaining Shareholders (irrespective of an exercise of a Put Option, and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to whether the Company within shall exercise the periods referred option granted to in the first sentence it under Section 5.03 of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectivelyAgreement). (b) Unless The two independent appraisers shall be appointed within thirty (30) days after receipt by the Unilever Stockholder provides Company and Remaining Shareholders of the Initial Unilever Proposals Transfer Notice. If either the Selling Shareholder or the Remaining Shareholders fails to appoint an appraiser within this time period, then its right to do so shall lapse, and the Unilever Valuation Report to appraisal made by the Company one independent appraiser who is timely appointed shall be the Fair Market Value. If two appraisals are made, and if the higher appraisal does not exceed 110% of the lower, Fair Market Value will be the average of the two. If the two appraisals are further apart, a third appraiser will be selected within thirty (30) days by the periods referred to in subsection (a) of this Section 8.9first two appraisers, and the Base Fair Market Value for the applicable Measurement Period shall will be deemed to be equal the average of the third appraisal and the one of the first two appraisals which is closer to eight times the Applicable EBITDA, third. All appraisals shall be made within thirty (30) days of appointment of an appraiser and written notice of the Unilever Stockholder results of such appraisal shall have irrevocably waived its rights pursuant be given to Section 8.11 (including its right to propose any other Base Value for the parties within such Measurement Period or to obtain any determination thereunder)time. The Selling Shareholder shall pay the fee of the appraiser selected by it, and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member and Remaining Shareholders (irrespective of whether the Company for all purposes shall exercise the option granted to it under Section 5.03 of this Agreement. (c) The Company and shall pay the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission fee of the Initial Unilever Proposals or the expiration of the periods described appraiser selected by them (in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted proportion to their respective external financial advisors (ownership interests in the “Financial Advisors”Company) in accordance with Section 8.11(a), and the fee of any dispute as third appraiser to be divided equally among the Applicable EBITDA that is not resolved by the Company Selling Shareholder and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a)Remaining Shareholders.

Determination of Fair Market Value. (a) The Defaulting Party and a Non-Defaulting Party or Parties which has sent a Purchase Notice will negotiate in good faith for a period of 10 days after the Defaulting Party's receipt of the Purchase Notice in an attempt to agree upon the Fair Market Value of the Defaulting Party's Partnership Interest. If the Unilever Stockholder exercises its Put Option pursuant Defaulting Party and the Non-Defaulting Party or Parties are unable to Section 8.1 or so agree within such 10 day period then each of them shall, within 10 days of the Company exercises its Call Option pursuant date by which they were to Section 8.5 or have agreed on the Fair Market Value of the Defaulting Party's Partnership Interest, appoint a qualified appraiser who is not an Affiliate of any of them, with not less than 10 years experience in the case practice of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder shall have twenty Business Days from the date residential and commercial real property valuation. Each of the Put NoticeDefaulting Party(ies) and the Non-Defaulting Party(ies) shall then, in the case of an exercise of a Put Option, and thirty Business Days from the date within 10 days of the Call Notice or Approved Sale Notice Date (as appointment of such appraisers submit to both of them in writing its estimate of the case may be), in which to propose (i) a Base Fair Market Value (such proposal, of the “Initial Valuation Proposal”), which Defaulting Party's Partnership Interest. The appraisers shall be accompanied by a report and analysis instructed to select the estimate which in their opinion is closest to the actual Fair Market Value of the Unilever Stockholder’s financial advisor Defaulting Party's Partnership Interest (determined by the “Unilever Valuation Report”appraisers acting as experts and not as arbitrators) supporting and to advise the Initial Valuation Proposal, prepared in accordance with Defaulting Party and the Valuation Principles, Non-Defaulting Party(ies) of their selection within 30 days of the later of their receipt of the Defaulting Party's and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”)Non-Defaulting Party's estimate. The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested estimate selected by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period appraisers shall be deemed to be equal the Fair Market Value of the Defaulting Party's Partnership Interest. If the two appraisers are unable to eight times agree on the Applicable EBITDAestimate of Fair Market Value of the Defaulting Party's Partnership Interest which they are to select within the 30 day period, then they shall, within 10 days of the expiration of such 30 day period, appoint a third appraiser who is not an Affiliate of any of the Defaulting Party and the Non-Defaulting Party(ies) and the other two appraisers and who shall, acting alone, select the estimate of Fair Market Value of the Defaulting Party's Partnership Interest which in his opinion is closest to the actual Fair Market Value of the Defaulting Party's Partnership Interest within 15 days of his appointment. In the event that one party fails to select an appraiser or fails to submit an estimate of Fair Market Value in accordance with the foregoing, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base party's estimate of the Fair Market Value for such Measurement Period or to obtain any determination thereunder), and such Base Value of the Defaulting Party's Partnership Interest shall be final and binding upon on all parties. The appraisers shall have access to the Unilever Stockholder, each other Unilever Group Member Partnership's books and records and the Company for all purposes of this Agreement. (c) The Company Defaulting Party and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after Non-Defaulting Party will co-operate with the timely submission of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved appraisers and provide all information and documents requested by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a)them.

Determination of Fair Market Value. Whenever FMV is required to be determined pursuant to this Agreement, the following process shall apply: (a) If Within ten (10) Business Days after receipt of the Unilever Stockholder exercises its Put Option pursuant to Section 8.1 or the Company exercises its Xxxxxxxx Sale Call Option pursuant Request, GE and Xxxxxxxx shall mutually select an independent third party investment bank of national recognition (the “Initial Appraiser”) and direct the Initial Appraiser to Section 8.5 or in determine the case FMV within sixty (60) days of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder shall have twenty Business Days from the date engagement of the Put Notice, in the case of an exercise of a Put Option, and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose (i) a Base Value Initial Appraiser (such proposaldetermination, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever ProposalsAppraisal”). The Company shall, during such periods, provide access to GE and Xxxxxxxx shall equally share the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation costs and expenses of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4)Appraiser. The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety After receipt of the Initial Valuation Proposal Appraisal, in the event GE and Xxxxxxxx, each in their sole discretion, accept in writing the Initial EBITDA Proposal under Appraisal, the Valuation Principles and Exhibit 4, respectivelyInitial Appraisal shall be the FMV. (b) Unless the Unilever Stockholder provides If within ten (10) Business Days after receipt of the Initial Unilever Proposals Appraisal, either GE or Xxxxxxxx has not accepted the Initial Appraisal as contemplated by Section 17.08(a), then (i) GE shall select a third party investment bank of national recognition (other than the Initial Appraiser and the Unilever Valuation Report Xxxxxxxx Appraiser) (the “GE Appraiser”) and direct [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. the GE Appraiser to determine the Company FMV within thirty (30) days after such ten (10) Business Day period (such determination, the periods referred “GE Appraisal”) and (ii) Xxxxxxxx shall select a third party investment bank of national recognition (other than the Initial Appraiser and the GE Appraiser) (the “Xxxxxxxx Appraiser”) and direct the Xxxxxxxx Appraiser to in subsection determine the FMV within thirty (a30) days after such ten (10) Business Day period (such determination, the “Xxxxxxxx Appraisal”). GE shall pay the costs and expenses of the GE Appraiser and Xxxxxxxx shall pay the costs and expenses of the Xxxxxxxx Appraiser. If the GE Appraisal and the Xxxxxxxx Appraisal are within ten percent (10%) of this Section 8.9one another, the Base Value for the applicable Measurement Period FMV shall be deemed to be equal to eight times the Applicable EBITDA, average of the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder), and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member GE Appraisal and the Company for all purposes of this AgreementXxxxxxxx Appraisal. (c) The Company If the GE Appraisal and the Unilever Stockholder shall use their respective best efforts for 30 Xxxxxxxx Appraisal differ by more than ten percent (10%), within ten (10) Business Days after the timely submission receipt of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company GE Appraisal and the Unilever Stockholder during Xxxxxxxx Appraisal, the GE Appraiser and the Xxxxxxxx Appraiser shall mutually select an independent third party investment bank of national recognition (other than the Initial Appraiser, the GE Appraiser and the Xxxxxxxx Appraiser) (the “Final Appraiser”) and direct the Final Appraiser to determine the FMV within sixty (60) days after such 30-ten (10) Business Day period (such determination, the “Final Appraisal” and together with the Initial Appraisal, the GE Appraisal and the Xxxxxxxx Appraisal, the “Appraisals”). GE and Xxxxxxxx shall equally share the costs and expenses of the Final Appraiser. After receipt of the Final Appraisal, in the event GE and Xxxxxxxx, each in their sole discretion, accept in writing the Final Appraisal, the Final Appraisal shall be submitted to their respective external financial advisors the FMV. (d) If within ten (10) Business Days after receipt of the “Financial Advisors”) in accordance with Final Appraisal, either GE or Xxxxxxxx has not accepted the Final Appraisal as contemplated by Section 8.11(a17.08(c), and any dispute as to the Applicable EBITDA that is not resolved by the Company lowest and the Unilever Stockholder during such 30-Business Day period highest of the Appraisals shall be submitted to disregarded and the Accounting Expert in accordance with Section 8.10(a)FMV shall be the average of the remaining two Appraisals.

Determination of Fair Market Value. (a) The Fair Market Value of Interests to be transferred or other property received pursuant to this Agreement shall be determined in the following manner: For purposes of this Section 9.7, Sellers owning a majority of the applicable Offered Interests shall have the right to act on behalf of the Sellers. Within 15 days after the delivery of the notice requiring such determination, the Sellers and the Buyers shall attempt in good faith to agree on the Fair Market Value. If the Unilever Stockholder exercises Sellers and the Buyers fail within 15 days thereafter to agree thereon, each of the Sellers and the Buyers shall deliver a notice to the other appointing as its Put Option appraiser ("Appraiser") an independent accounting or investment banking firm of nationally recognized standing. The Sellers and Buyers by mutual agreement shall also appoint a third Appraiser. If after appointment of the two Appraisers, the Sellers and Buyers are unable to agree upon a third Appraiser, such appointment shall be made within fifteen days of the request by the American Arbitration Association, or any organization successor thereto, from a panel of arbitrators having experience in the appraisal of the type of property then the subject of appraisal. The decisions of the three Appraisers so appointed and chosen shall be given within 30 days after the selection of such third Appraiser. If the determination of one Appraiser differs from the middle determination by more than twice the amount by which the other determination differs from the middle determination, then the determination of such Appraiser shall be excluded, the remaining two determinations shall be averaged and such average shall be binding and conclusive on the parties; otherwise the average of all three determinations shall be binding and conclusive. The Sellers' obligation to provide an Offer Notice pursuant to Section 8.1 or the Company exercises its Call Option pursuant to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder 9.2(a) shall have twenty Business Days from not be applicable until the date of delivery of such determination to the Put Notice, in Buyers. The costs of conducting any Appraisal Procedure shall be borne as follows: (x) the case of an exercise of a Put Option, and thirty Business Days from the date costs of the Call Notice or Approved Sale Notice Date (as Appraiser designated by the case may be), in which to propose (i) a Base Value (such proposal, Sellers and other costs separately incurred by the “Initial Valuation Proposal”), which Sellers shall be accompanied borne by a report and analysis the Sellers; (y) the costs of the Unilever Stockholder’s financial advisor (Appraiser designated by the “Unilever Valuation Report”) supporting Buyers and other costs separately incurred by the Initial Valuation Proposal, prepared in accordance with Buyers shall be borne by the Valuation Principles, Buyers; and (iiz) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation costs of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writingthird Appraiser, if any, shall be submitted to shared equally by the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal Sellers and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectivelyBuyers. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder), and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member and the Company for all purposes of this Agreement. (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a).

Determination of Fair Market Value. The Executive may dispute QL Holdings’ determination of Fair Market Value used in the calculation of the Unit Fair Market Value by delivery of a written notice to QL Holdings (aa “FMV Dispute Notice”) within ten (10) Business Days of the Repurchase Notice. If QL Holdings and the Unilever Stockholder exercises its Put Option pursuant Executive are unable to Section 8.1 or reach a resolution within thirty (30) days after the delivery of a FMV Dispute Notice, they shall jointly retain and refer their disagreements to a nationally known firm with expertise in the valuation of companies designated by the Company exercises its Call Option pursuant and subject to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder shall have twenty Business Days from the date of the Put Notice, in the case of an exercise of a Put Option, and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”)Executive’s approval, which approval shall not be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor unreasonably withheld or delayed (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever ProposalsIndependent Expert”). The Company shallparties shall submit their respective determinations of Fair Market Value (each, during such periods, provide access a “FMV Calculation”) to the Unilever Stockholder, at Independent Expert and shall instruct the Unilever Stockholder’s cost, Independent Expert to determine the Fair Market Value; provided that the Independent Expert may not assign a value greater than the greatest FMV Calculation or less than the smallest FMV Calculation. QL Holdings and the Executive shall make available to the information described in Section 8.12 as is Independent Expert all relevant books and records and other items reasonably requested by the Unilever Stockholder in connection with Independent Expert. QL Holdings and the preparation Executive shall use reasonable efforts to cause the Independent Expert to deliver to QL Holdings and the Executive a report which sets forth its determination of Fair Market Value within thirty (30) days after its retention. The decision of the Initial Unilever Proposals Independent Expert shall be final, conclusive and binding on the parties, provided that if the determination of Fair Market Value by the Independent Expert is greater than the FMV Calculation submitted by QL Holdings, QL Holdings may rescind its Repurchase Notice in its sole discretion. Each party shall bear a proportionate share of the costs and expenses of the Independent Expert equal to the percentage which the difference between such party’s FMV Calculation and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes Independent Expert’s determination of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted Fair Market Value bears to the Company within spread between the periods referred to in the first sentence of this Section 8.9 and two FMV Calculations; provided that if QL Holdings rescinds its Repurchase Notice as provided above, QL Holdings shall specify the facts and circumstances supporting the reasonableness and propriety bear 100% of the Initial Valuation Proposal costs and expenses of the Independent Expert. QL Holdings and the Initial EBITDA Proposal under Executive agree to execute, if requested by the Valuation Principles and Exhibit 4Independent Expert, respectively. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to a reasonable engagement letter, including customary indemnities in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder), and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member and the Company for all purposes of this Agreement. (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission favor of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a)Independent Expert.

Determination of Fair Market Value. (a) The Fair Market Value of Interests to be transferred or other property received pursuant to this Agreement shall be determined in accordance with this Section 7.7. For purposes of this Section 7.7, Sellers owning a majority of the applicable Offered Interests shall have the right to act on behalf of the Sellers. Within 15 days after the delivery of the notice requiring such determination, the Sellers and AWS Sub shall attempt in good faith to agree on the Fair Market Value. If the Unilever Stockholder exercises Sellers and AWS Sub fail within 15 days thereafter to agree thereon, each of the Sellers and AWS Sub shall deliver a notice to the other appointing as its Put Option appraiser ("Appraiser") an independent accounting or investment banking firm of nationally recognized standing. The Sellers and AWS Sub by mutual agreement shall also appoint a third Appraiser. If after appointment of the two Appraisers, the Sellers and AWS Sub are unable to agree upon a third Appraiser, such appointment shall be made within fifteen days of the request by the American Arbitration Association, or any organization successor thereto, from a panel of arbitrators having experience in the appraisal of the type of property then the subject of appraisal. The decisions of the three Appraisers so appointed and chosen shall be given within 30 days after the selection of such third Appraiser. If the determination of one Appraiser differs from the middle determination by more than twice the amount by which the other determination differs from the middle determination, then the determination of such Appraiser shall be excluded, the remaining two determinations shall be averaged and such average shall be binding and conclusive on the parties; otherwise the average of all three determinations shall be binding and conclusive. The Sellers' obligation to provide an Offer Notice pursuant to Section 8.1 or the Company exercises its Call Option pursuant to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder 7.2 shall have twenty Business Days from not be applicable until the date of delivery of such determination to AWS Sub. The costs of conducting any Appraisal Procedure shall be borne as follows: (x) the Put Notice, in the case of an exercise of a Put Option, and thirty Business Days from the date costs of the Call Notice or Approved Sale Notice Date (as Appraiser designated by the case may be), in which to propose (i) a Base Value (such proposal, Sellers and other costs separately incurred by the “Initial Valuation Proposal”), which Sellers shall be accompanied borne by a report and analysis the Sellers; (y) the costs of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, Appraiser designated by AWS Sub and other costs separately incurred by AWS Sub shall be borne by AWS Sub; and (iiz) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation costs of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writingthird Appraiser, if any, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder), and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member and the Company for all purposes of this Agreement. (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved shared equally by the Company Sellers and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a)AWS Sub.

Determination of Fair Market Value. (a) If For the Unilever Stockholder exercises its Put Option pursuant to purposes of this Section 8.1 or 3, the Company exercises its Call Option pursuant to Section 8.5 or “Fair Market Value” of the Membership Interest at issue shall be determined in the case following manner: (i) Outback and Sublicensor shall in good faith attempt to agree upon the Fair Market Value of an Approved Sale Outback’s Membership Interest within ten (10) days following Outback’s receipt of Sublicensor’s notice of exercise of its purchase option. If there is no agreement on the Fair Market Value, Outback and Sublicensor shall in accordance with Section 7.2, the Unilever Stockholder shall have twenty Business Days from good faith attempt to agree upon a mutually acceptable appraiser within fifteen (15) days following the date of the Put Noticenotice of exercise. In the event they fail to so agree, in the case of an exercise of a Put Option, and two (2) appraisers shall be appointed within thirty Business Days from (30) days following the date of the Call Notice notice of exercise, one by Outback, and one by Sublicensor. If Outback, on the one hand, or Approved Sale Notice Date Sublicensor, on the other hand, fail to appoint an appraiser within the thirty (as 30) day period specified herein, the case sole appraiser appointed within such thirty (30) day period shall be the sole appraiser for the purposes of determining Fair Market Value of Outback’s Membership Interest to be purchased pursuant to this Section 3. Outback and Sublicensor shall promptly provide notice of the name of the appraiser so appointed by such party to the other. The initial two appraisers shall in good faith attempt to agree on the appointment of a third appraiser within fifteen (15) days of the expiration of the thirty (30) day period. If the first two appraisers fail to agree upon a third appraiser within such fifteen (15) day period, either Outback or Sublicensor may be)demand the appointment of an appraiser be made by the then director of the Regional Office of the American Arbitration Association located nearest to Orlando, Florida, in which event the appraiser appointed thereby shall be the third appraiser. Each of the appraisers shall submit to propose Outback and Sublicensor, within thirty (i30) a Base Value days after the final appraiser has been appointed (such proposal, the “Initial Valuation ProposalAppraisal Period”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor written appraisal (the “Unilever Valuation ReportAppraisal”) supporting of the Initial Valuation ProposalFair Market Value of Outback’s Membership Interest. (ii) In connection with any appraisal conducted pursuant to this Agreement, prepared the parties hereto agree that any appraiser appointed hereunder shall be given full access during normal business hours to all information required and relevant to a valuation of Outback’s Membership Interest. (iii) If three appraisers are appointed, the Fair Market Value of Outback’s Membership Interest in question shall be equal to the numerical average of three appraised determinations; provided, however, that if the difference between any two appraisals is not more than ten percent (10%) of the lower of the two, and the third appraisal differs by more than twenty-five percent (25%) of the lower of the other two appraisals, the numerical average of such two appraisals shall be determinative. (iv) Any appraiser, to be qualified to conduct an appraisal hereunder, shall be an independent appraiser (i.e., not affiliated with Outback, its officers, directors or controlling persons, Sublicensor or the MHI Principals), an M.A.I. appraiser or its equivalent, and shall be reasonably competent as an expert to appraise the value of the Membership Interest. If any appraiser initially appointed under this Agreement shall, for any reason, be unable to serve, a successor appraiser shall be promptly appointed in accordance with the Valuation Principlesprocedures pursuant to which the predecessor appraiser was appointed. Notwithstanding the foregoing, if the determination of the Fair Market Value of Outback’s Membership Interest by appraisal is not completed and all appraisal reports delivered as provided herein within the Appraisal Period, then all closing, payment, and similar dates subsequent thereto shall be automatically extended one (ii1) day for each day delivery of the Applicable EBITDA appraisal reports is delayed beyond the end of the Appraisal Period. (v) The cost of the appraiser appointed by each party shall be borne by each such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”)party. The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation cost of the Initial Unilever Proposals third appraiser, if any, or the sole appraiser, in the event Outback and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writingSublicensor mutually agree upon a single appraiser, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 borne equally by Outback and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectivelySublicensor. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder), and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member and the Company for all purposes of this Agreement. (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a).

Determination of Fair Market Value. In any case in which (i) the Loan to Value Ratio is to be determined under this Agreement and (ii) Lender and Borrower have not reached agreement on the Fair Market Value of the applicable Properties for purposes of determining such Loan to Value Ratio within ten (10) business days after Lender has advised Borrower in writing of Lender's determination of such Fair Market Value based on Lender's standard property valuation methods, the Fair Market Value of the applicable properties shall be determined in accordance with the following provisions of this Section: (a) If At any time following expiration of such ten business day period, either party may notify the Unilever Stockholder exercises its Put Option other that it desires to determine the Fair Market Value of the Properties by appraisal pursuant to the terms of this Section 8.1 (such notice being referred to herein as an "Appraisal Notice"). Within seven (7) business days following delivery or the Company exercises its Call Option pursuant to Section 8.5 or in the case receipt of an Approved Sale Appraisal Notice, Lender shall notify Borrower in accordance writing (a "Lender Selection Notice") of a Qualified Appraiser with Section 7.2respect to each Property that Lender will appoint to determine the Fair Market Value of each of the Properties. Any Appraisal Notice given by Borrower to Lender shall expressly state, IN BOLD AND UNDERLINED TYPE, that Lender must designate a Qualified Appraiser for each Property within seven (7) business days after receipt of the Appraisal Notice, or Lender may lose the right to appoint one or more Qualified Appraisers. If Lender shall fail to designate a Qualified Appraiser for any Property within such seven business day period, and if such failure shall continue for an additional three (3) business days after written notice of such failure by Borrower to Lender (which second notice shall expressly state, IN BOLD AND UNDERLINED TYPE, that Lender's failure to respond within such three (3) business day period will waive Lender's right to appoint one or more Qualified Appraiser), then, as to each and every Property as to which Lender shall have failed to designate a Qualified Appraiser, the Unilever Stockholder Borrower shall have twenty Business Days from be entitled to appoint the date Qualified Appraiser and the Qualified Appraiser(s) so appointed by Borrower shall proceed alone to determine the Fair Market Values of the Put Properties as described below. (b) Within seven (7) business days after Borrower's receipt of a Lender Selection Notice, in the case of an exercise of a Put Option, and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose Borrower shall either (i) agree to Lender's selection of the Qualified Appraisers for each Property (in which case such Qualified Appraisers alone shall proceed to determine the Fair Market Values of the Properties as described below) or (ii) designate a Base Value second Qualified Appraiser for any one or more of the Properties, by giving to Lender written notice of such designation. If Borrower shall fail to designate a Qualified Appraiser for any one or more Properties within such seven (7) business day period, and if such proposalfailure shall continue for an additional three (3) business days after written notice of such failure by Lender to Borrower (which second notice shall expressly state, IN BOLD AND UNDERLINED TYPE, that Borrower's failure to respond within such three (3) business day period will waive Borrower's right to appoint Qualified Appraisers), then, as to each and every Property as to which Borrower shall have failed to designate a second Qualified Appraiser, the “Initial Valuation Proposal”Qualified Appraiser selected by Lender shall proceed alone to determine the Fair Market Values of the Properties as described below. (c) In any case in which both Lender and Borrower shall have timely selected different Qualified Appraisers for any Property, the Qualified Appraisers selected by Lender and Borrower for each such Property shall select a third Qualified Appraiser for each such Property by their mutual agreement (without input or influence by either Lender or Borrower) within seven (7) business days after both such Qualified Appraisers have been appointed. Should the Qualified Appraisers be unable to reach agreement on a third Qualified Appraiser within such period, then, at the end of such seven business day period, each of them shall name two (2) potential, qualified candidates they would choose to serve as the third Qualified Appraiser, and the third Qualified Appraiser shall be selected randomly from among the four candidates. (d) The Qualified Appraiser(s) for each Property shall be directed to perform an independent appraisal of such Property, using both an income approach and a comparable sale approach to valuation and, on the basis of both approaches, to state in a written report its analysis and opinion of the Fair Market Value of each Property. Borrower shall provide (and shall cause Lessee to provide pursuant to the Primary Lease) each Qualified Appraiser with reasonable access to the applicable Property, all books and records relating to such Property, and such other information as is customarily required in order to allow each Qualified Appraiser to perform its appraisal (and shall afford each of the Qualified Appraisers the same quality and quantity of information on each Property). Each Qualified Appraiser shall be provided with the definition of "Fair Market Value" and the methods of appraisal provided under this Agreement, but neither party shall otherwise direct any Qualified Appraiser regarding the assumptions to be used in determining Fair Market Value. Each Qualified Appraiser shall be treated as having been selected and appointed jointly by Lender and Borrower and shall be expected to conduct itself accordingly, without regard to which party initially selected such Qualified Appraiser or to which party is responsible for its fees and expenses. The parties shall direct each Qualified Appraiser to furnish to Borrower and Lender simultaneously a draft copy of its report within thirty (30) days of being retained. Borrower and Lender may comment in writing on the report or reports of the Qualified Appraisers during a period of five (5) business days after receipt of the draft report (which comments may include, without limitation, disagreements with the assumptions used, though no Qualified Appraiser shall be bound by the views of either party on such assumptions), and within ten (10) business days after delivery of the draft report, each Qualified Appraiser shall deliver its final report (the "Final Appraisal Report"), which shall be accompanied by a report addressed to both Borrower and analysis Lender. (e) If, as to any Property, only one Qualified Appraiser shall have been selected to determine Fair Market Value, the Fair Market Value of such Property shall be as set forth in the Unilever Stockholder’s financial advisor Final Appraisal Report of such Qualified Appraiser. If, as to any Property, three Qualified Appraisers have been selected to determine Fair Market Value, then (i) the “Unilever Valuation Report”) supporting values reflected in the Initial Valuation ProposalFinal Appraisal Reports shall be compared to determine the two that are closest together arithmetically, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA third value shall be discarded, and (iii) the two closest values shall be averaged by simple arithmetic average, and such proposalaverage shall be the Fair Market Value of such Property. For example, if the three Final Appraisal Reports indicate a "Fair Market Value" of a Property to be $10,200,000, $11,200,000, and $12,000,000, respectively, the “Initial EBITDA Proposal” and$10,200,000 amount would be discarded, together with and the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost$11,200,000 and $12,000,000 amounts would be averaged, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation yield a Fair Market Value of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively$11,600,000. (bf) Unless All costs and expenses of retaining the Unilever Stockholder provides Qualified Appraisers and obtaining their reports shall be paid by Borrower. If, at any point during the Initial Unilever Proposals appraisal process, the parties shall reach agreement on the Fair Market Value of one or more Properties (and shall reflect such agreement in writing), the appraisal process as to such Property or Properties shall be discontinued, and the Unilever Valuation Report parties shall endeavor to the Company within the periods referred to include provisions in subsection (a) any retention letter or similar agreement permitting termination of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose such retention at any other Base Value for such Measurement Period or to obtain any determination thereunder), and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member and the Company for all purposes of this Agreementtime. (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a).

Determination of Fair Market Value. (ai) Within thirty (30) days following Landlord's receipt of the Extension Notice, Landlord shall deliver tx Xxxxxx its determination of the Market Rate; and if Tenant agrees with Landlord's determination, Tenant shall execute an Amendment and Supplement to Lease in form and substance satisfactory to Landlord and Tenant, confirming the extension of this Lease and setting forth the Base Rent payable during such Extension Term. If Tenant disagrees with Landlord's determination of the Unilever Stockholder exercises its Put Option pursuant Market Rate and provides Landlord wixx Xxxxxe of Tenant's, disagreement with Landlord's determination, Landlord and Tenant shall meet and confer at a mutually agreeable time and place within thirty (30) days following Landlord's receipt of Tenant's notice of disagreement in order to Section 8.1 or rexxx xx xgreement concerning the Company exercises its Call Option pursuant Market Rate for the Premises for the applicable renewal term. If within sixty (60) days after receipt of the Extension Notice, Landlord and Tenant are unable to Section 8.5 or agree on what Market Rate should be for the Extension Term, the Market Rate for such renewal term shall be determined by the appraisal procedure described in Subsection (ii) below. (ii) In the case absence of an Approved Sale agreement between Landlord and Tenant on the Market Rate for any Extension Term during the time period specified in accordance with Section 7.2Subsection 1 above, within ninety (90) days after Landlord's receipt of the Extension Notice, Landlord and Tenant shalx xxxx xive to the other a written notice setting forth their own determination of the Market Rate (the "Fair Rental Notices"). If only one (1) Fair Rental Notices is timely given, that Fair Rental Notice shall conclusively establish the Market Rate. If both Landlord and Tenant give Fair Rental Notices, and the Fair Rental Notices are different in any respect, the Unilever Stockholder Market Rate shall be conclusively established by a third-party appraiser mutually chosen by Landlord and Tenant; provided that, if Landlord and Tenant have twenty Business Days from not agreed upon, and engaged, such appraiser at least ninety (90) days prior to the date expiration of the Put Noticeoriginal term, then, upon the request of either Landlord or Tenant, the appraiser shall be selected by the Presiding Judge of the Superior Court of San Joaquin County acting in his or her individual capacity or, if Landlxxx xxx Tenant shall both then agree to allow their attorneys to select the appraiser, instead of using said Presiding Judge, Landlord and Tenant shall each engage a duly licensed California attorney with commercial leasing experience of at least five (5) years, which attorneys, by their agreement, select the appraiser. Landlord and Tenant shall share equally the fees and expenses of the selected 48 of 68 appraiser and shall each pay their own attorneys' fees. Within thirty (30) days after the appraiser's engagement, the appraiser shall deliver to Landlord and to Tenant the appraiser's determination of which of the two (2) Fair Rental Notices is, in the case of an exercise of a Put Optionappraiser's best judgement, the closest to the true fair market rental (the "Chosen Fair Rental Notice"), and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to amount set forth in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period chosen Fair Rental Notice shall be deemed to be equal the Market Rate. The appraiser shall be required to eight times give to Landlord and to Tenant a written statement of the Applicable EBITDAappraiser's reasoning and justification for selection of the Chosen Fair Rental Notice; the appraiser shall not be permitted to decide on a middle ground, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain suggest any determination thereunder)compromise; the appraiser's sole function shall be to determine the Chosen Fair Rental Notice, and such Base Value shall provide his or her reasons thereof. Landlord and Tenant agree to be final and binding upon the Unilever Stockholder, each other Unilever Group Member and the Company for all purposes of this Agreement. (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved bound by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) Chosen Fair Rental Notice as determined in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a)appraisal procedure set forth herein.

Determination of Fair Market Value. For all purposes hereunder, the determination of Fair Market Value shall be determined per the procedures below. (a) If Subject to the Unilever Stockholder exercises its Put Option pursuant to provisions of this Section 8.1 or 3.2 and in compliance with the Company exercises its Call Option pursuant to applicable time frame specified in Section 8.5 or in the case of an Approved Sale in accordance with Section 7.25.1, the Unilever Stockholder determination of Fair Market Value hereunder shall have twenty Business Days from initially be made in good faith by Company. Upon each initial determination of Fair Market Value by Company hereunder, Company shall promptly give notice thereof to all Warrantholders, setting forth in reasonable detail the date calculation of such Fair Market Value and the Put Notice, in the case method and basis of an exercise of a Put Option, and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor determination thereof (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever ProposalsCompany Determination”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively. (b) Unless If the Unilever Stockholder Agent for Warrantholders (as designated per the definition in Article VI hereof) shall disagree with the Company Determination in a notice given within thirty (30) days after Company’s notice of the Company Determination, or either the Agent for Warrantholders or Company at anytime before the Company Determination provides a notice to proceed directly to an appraisal process (in either case, an “Appraisal Notice”), then the Initial Unilever Proposals and procedures of subparagraph (c) below shall control. (c) If the Unilever Valuation Report appraisal provisions become applicable, then Fair Market Value shall be determined by an appraisal process pursuant to the following procedures. First, the Agent for Warrantholders shall at such time formally designate to Company one appraiser (the “Appraiser”) from the List of Approved Appraisers (as described in the definition of such term in Article VI hereof) to conduct the appraisal. Second, Company shall within fifteen (15) days after receipt of the periods referred designation of the Appraiser formally engage the Appraiser to make an independent determination of Fair Market Value consistent with the terms hereof. The Appraiser shall be retained by Company pursuant to a retention or engagement letter (“Engagement Letter”). The Engagement Letter shall provide that the Appraiser shall be required to prepare, complete, and present its determination of Fair Market Value (the “Independent Appraiser Determination”) within 30 days of its engagement. Chatham shall have the right to review the Engagement Letter prior to its execution and delivery to confirm that the terms of the engagement set forth therein comply with the requirements set forth in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder), and such Base Value 3.2. The Independent Appraiser Determination shall be final and binding upon on Company and all the Unilever Stockholder, each other Unilever Group Member and Warrantholders. All costs of conducting the Company for all purposes of this Agreementappraisal shall be borne by Company. (d) Upon any determination of Fair Market Value hereunder, Company shall promptly give notice thereof to all Warrantholders, setting forth in reasonable detail the calculation of such Fair Market Value and the method and basis of determination thereof (which if determined pursuant to subparagraph (c) The Company and the Unilever Stockholder above, shall use their respective best efforts for 30 Business Days after the timely submission include a copy of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(aAppraiser’s report).

Determination of Fair Market Value. For purposes hereof, the “Fair Market Value” shall be determined as follows: (a) If the Unilever Stockholder exercises its Put Option pursuant to Section 8.1 or the Company exercises its Call Option pursuant to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder shall have twenty Business Days from Commencing on the date of the Put Notice, Liquidity Selection Notice specifying that Manheim has elected to take the actions set forth in the case of an exercise of a Put OptionSection 4.5(d), and thirty continuing until the tenth (10th) Business Days from the Day thereafter or such later date of the Call Notice or Approved Sale Notice Date (as the case Manheim and Providence may be), in which to propose (i) a Base Value agree (such proposalperiod, the (“Initial Valuation ProposalFMV Negotiation Period”), which Manheim and Providence shall be accompanied by a report and analysis of negotiate in good faith to determine the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectivelyFair Market Value. (b) Unless If Manheim and Providence have not agreed in writing to the Unilever Stockholder provides Fair Market Value by the expiration of the FMV Negotiation Period, then, no later than ten (10) days after expiration of the FMV Negotiation Period, each of Manheim and Providence shall select and retain a nationally recognized and qualified investment banker, appraiser or other valuation expert having experience in the valuation of businesses such as the Company and its Subsidiaries, taken as a whole (each such investment banker, appraiser or other valuation expert, an “Initial Appraiser” and, together, the “Initial Appraisers”), to make its determination of Preliminary Fair Market Value. Each Initial Appraiser shall be retained by the party that selects such Initial Appraiser pursuant to an engagement letter consistent with the terms hereof and otherwise acceptable to the party that selects such Initial Appraiser. Manheim and Providence shall each pay the fees and expenses of the Initial Unilever Proposals Appraiser retained by it. Manheim and Providence shall each instruct the Unilever Valuation Report Initial Appraiser retained by it to deliver its written determination of the Company within Preliminary Fair Market Value to each of the periods referred to Company, Manheim and Providence as promptly as practicable, but in subsection any event no later than thirty (a30) of this Section 8.9, days after the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for date such Measurement Period or to obtain any determination thereunder), and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member and the Company for all purposes of this AgreementInitial Appraiser is retained. (c) The Company and If the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission determination of the Initial Unilever Proposals or Appraiser providing the expiration higher value for the Preliminary Fair Market Value is not greater than 110% of the periods described in determination of the other Initial Appraiser, then the “Fair Market Value” shall be the average of the Preliminary Fair Market Values determined by each of the Initial Appraisers. (d) If the determination of the Initial Appraiser providing the higher value for the Preliminary Fair Market Value is greater than 110% of the determination of the other Initial Appraiser, then the Initial Appraisers shall, no later than ten (10) days after the date by which the determinations of Preliminary Fair Market Value shall have been delivered by the Initial Appraisers pursuant to Section 8.9(a5.2(b), jointly select and retain a third nationally-recognized and qualified investment banker, appraiser or other valuation expert having experience in the valuation of businesses such as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and its Subsidiaries, taken as a whole (any such selected investment banker, appraiser or other valuation expert, the Unilever Stockholder during “Third Appraiser”), pursuant to an engagement letter reasonably acceptable to Manheim and Providence. Manheim and Providence shall each pay one-half of the fees, expenses and indemnification and other liabilities and obligations owing to the Third Appraiser. Manheim and Providence shall jointly instruct the Third Appraiser to deliver its written determination of the Preliminary Fair Market Value to the Company, Manheim and Providence no later than thirty (30) days after the date such 30-Business Day period Third Appraiser is retained. If a Third Appraiser is retained pursuant to this Section 5.2(d), then the “Fair Market Value” shall be submitted to their respective external financial advisors the average of the two closest determinations of Preliminary Fair Market Value determined by the Initial Appraisers and the Third Appraiser (and if one such determination is equidistant from the other two determinations, the “Financial Advisors”Fair Market Value” shall be such equidistant determination). (e) Notwithstanding anything to the contrary contained herein, at any time, Manheim and Providence may mutually agree on the Fair Market Value, in accordance which case they shall give joint written instructions to the Initial Appraisers and the Third Appraiser, as applicable, to discontinue their determinations of the Preliminary Fair Market Value. (f) For purposes hereof, “Preliminary Fair Market Value” means, with Section 8.11(a)respect to the Shares being sold, the product of (i) price at which a willing seller would sell, and a willing buyer would purchase, all outstanding Shares in a sale of the entire Company as of the date of the Liquidity Request without compulsion to sell, and with no discount as a result of the voting rights or illiquidity of any dispute as Shares or because any Shares represent a minority equity interest in the Company, in a full sale process (including all types of participants including existing stockholders) designed to maximize equity value, which sale process may include a sale by auction or sealed bid process conducted by an investment banker of nationally recognized standing experienced in conducting auctions to effect the Applicable EBITDA that is not resolved by sale of businesses similar to the Company and its Subsidiaries, taken as a whole, multiplied by (ii) a fraction, the Unilever Stockholder during such 30-Business Day period shall numerator of which is the number of Shares to be submitted to sold and the Accounting Expert in accordance with Section 8.10(a)denominator of which is the total number of Shares outstanding as of the date of determination of the Preliminary Fair Market Value.

Determination of Fair Market Value. (a) If the Unilever Stockholder exercises Landlord shall notify Tenant of its Put Option pursuant to Section 8.1 or the Company exercises its Call Option pursuant to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder shall have twenty Business Days from the date determination of the Put Notice, in the case Fair Market Value within ten (10) business days of an exercise receipt of a Put Tenant’s Notice to Exercise Option, and thirty Business Days from the date . If Tenant disagrees with Landlord’s determination of the Call Notice or Approved Sale Notice Date Fair Market Value, Landlord and Tenant shall confer for a period of thirty-five (as 35) days after Tenant receives Landlord’s notice in an attempt to agree on the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectivelyFair Market Value. (b) Unless In the Unilever Stockholder provides event Landlord and Tenant fail to reach an agreement on the Initial Unilever Proposals Fair Market Value within such thirty-five (35) day period, then the Fair Market Value of Base Rent for the Option Term(s) shall be determined as follows: (1) Each of Landlord and Tenant shall have five (5) business days following the Unilever Valuation Report expiration of such 35 day period to appoint a licensed real estate broker with at least 10 years’ experience in the Seattle market who shall then confer over the next ten (10) business days after the second broker is appointed and shall then submit to the Company Landlord and Tenant their determination of the “Fair Market Value.” Each of Landlord and Tenant shall be responsible to pay to its broker that broker’s fees and expenses. In the event that the two brokers are unable to reach agreement within such ten (10) business day period then by the periods referred to in subsection (a) of this Section 8.911th business day after the second broker shall have been appointed, the Base Value for two brokers shall appoint a third real estate broker with at least 10 years of experience in the applicable Measurement Period Market Area to offer an opinion of the “Fair Market Value”. The three brokers shall each submit a written opinion of the “Fair Market Value” to Landlord and Tenant within ten (10) business days of the selection of the third broker. The fees of the third real estate broker shall be deemed to paid equally by Landlord and Tenant. (2) The parties agree that the “Fair Market Value ” shall be equal to eight times the Applicable EBITDA, average (“Three Opinion Average”) of the Unilever Stockholder three opinions of “Fair Market Value” submitted by the three brokers and such determination shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder)be binding on Landlord and Tenant, and not appealable (“Final Determination”); provided, however, if the lowest opinion of Fair Market Value is less than 10% of the Three Opinion Average, and/or if the highest opinion of Fair Market Value is more than 10% of the Three Opinion Average, then such Base Value highest and/or lowest opinion(s) shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member disregarded and the Company for all purposes of this Agreement. (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission average Fair Market Value of the Initial Unilever Proposals two remaining opinions, or the expiration Fair Market Value of the periods described in Section 8.9(a)one remaining opinion, as the case may be, to agree upon shall constitute the Final Determination. (3) If the Fair Market Value has not been determined on or before the commencement of the Option Term, Tenant shall pay Monthly Base Value and/or Rent at the Applicable EBITDA, as rate Tenant is paying for the case may be. Any dispute as to Premises based on the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a)prior month, and Tenant and Landlord shall make any dispute as to necessary adjusting payments when the Applicable EBITDA that Fair Market Value is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a)determined.

Determination of Fair Market Value. The Fair Market Value of Interests to be transferred or other property received pursuant to this Agreement shall be determined in accordance with this Section 7.7. For purposes of this Section 7.7, the Sellers owning a majority of the applicable Offered Interests shall have the right to act on behalf of the Sellers. Within *** after the delivery of the notice requiring such *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. determination, the Sellers and American II shall attempt in good faith to agree on the Fair Market Value. If the Sellers and American II fail within *** thereafter to agree thereon, each of the Sellers and American II shall deliver a notice to the other appointing as its appraiser (“Appraiser”) an independent accounting or investment banking firm or appraisal firm of nationally recognized standing. The Sellers and American II by mutual agreement shall also appoint a third Appraiser. If after appointment of the two Appraisers, the Sellers and American II are unable to agree upon a third Appraiser, such appointment shall be made within *** of the request by the American Arbitration Association, or any organization successor thereto, from a panel of arbitrators having experience in the appraisal of the type of property then the subject of appraisal. The decisions of the three Appraisers so appointed and chosen shall be given within *** after the selection of such third Appraiser. If the determination of one Appraiser differs from the middle determination by more than twice the amount by which the other determination differs from the middle determination, then the determination of such Appraiser shall be excluded, the remaining two determinations shall be averaged and such average shall be binding and conclusive on the parties; otherwise the average of all three determinations shall be binding and conclusive. The Sellers’ obligation to provide a Third Party Offer Notice pursuant to Section 7.3(a) shall not be applicable until the date of delivery of such determination to American II. The costs of conducting any appraisal procedure shall be borne as follows: (a) If the Unilever Stockholder exercises its Put Option costs of the Appraiser designated by the Sellers and other costs separately incurred by the Sellers shall be borne by the Sellers; (b) the costs of the Appraiser designated by American II and other costs separately incurred by American II shall be borne by American II and (c) the costs of the third Appraiser, if any, shall be shared equally by the Sellers and American II. For purposes of this Section, the Fair Market Value of an Interest shall be equal to the amount the holder thereof would be entitled to receive pursuant to Section 8.1 or 13.3 if the Company exercises its Call Option pursuant to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder shall have twenty Business Days from the date of the Put Notice, in the case of an exercise of a Put Option, Company’s business and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 assets (including its right to propose any other Base Value intangibles, such as goodwill) were sold for such Measurement Period or to obtain any determination thereunder)their Fair Market Value, and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member all Company liabilities were paid and the Company for all purposes of this Agreementwere liquidated. (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a).

Determination of Fair Market Value. The Fair Market Value of Interests to be transferred or other property received pursuant to this Agreement shall be determined in accordance with this Section 7.7. For purposes of this Section 7.7, the Sellers owning a majority of the applicable Offered Interests shall have the right to act on behalf of the Sellers. Within *** after the delivery of the notice requiring such determination, the Sellers and American III shall attempt in good faith to agree on the Fair Market Value. If the Sellers and American III fail within *** thereafter to agree thereon, each of *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. the Sellers and American III shall deliver a notice to the other appointing as its appraiser (“Appraiser”) an independent accounting or investment banking firm or appraisal firm of nationally recognized standing. The Sellers and American III by mutual agreement shall also appoint a third Appraiser. If after appointment of the two Appraisers, the Sellers and American III are unable to agree upon a third Appraiser, such appointment shall be made within *** of the request by the American Arbitration Association, or any organization successor thereto, from a panel of arbitrators having experience in the appraisal of the type of property then the subject of appraisal. The decisions of the three Appraisers so appointed and chosen shall be given within *** after the selection of such third Appraiser. If the determination of one Appraiser differs from the middle determination by more than twice the amount by which the other determination differs from the middle determination, then the determination of such Appraiser shall be excluded, the remaining two determinations shall be averaged and such average shall be binding and conclusive on the parties; otherwise the average of all three determinations shall be binding and conclusive. The Sellers’ obligation to provide a Third Party Offer Notice pursuant to Section 7.3(a) shall not be applicable until the date of delivery of such determination to American III. The costs of conducting any appraisal procedure shall be borne as follows: (a) If the Unilever Stockholder exercises its Put Option costs of the Appraiser designated by the Sellers and other costs separately incurred by the Sellers shall be borne by the Sellers; (b) the costs of the Appraiser designated by American III and other costs separately incurred by American III shall be borne by American III and (c) the costs of the third Appraiser, if any, shall be shared equally by the Sellers and American III. For purposes of this Section, the Fair Market Value of an Interest shall be equal to the amount the holder thereof would be entitled to receive pursuant to Section 8.1 or 13.3 if the Company exercises its Call Option pursuant to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder shall have twenty Business Days from the date of the Put Notice, in the case of an exercise of a Put Option, Company’s business and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 assets (including its right to propose any other Base Value intangibles, such as goodwill) were sold for such Measurement Period or to obtain any determination thereunder)their Fair Market Value, and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member all Company liabilities were paid and the Company for all purposes of this Agreementwere liquidated. (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a).

Determination of Fair Market Value. (a) If the Unilever Stockholder exercises its Put Option Where pursuant to Section 8.1 the provisions of subsections 6.1, 8.2, 9.3 or 10.1 of this Agreement a determination of the Company exercises its Call Option pursuant to Section 8.5 or in the case fair market value of an Approved Sale Interest is required to be made (in accordance with Section 7.2this subsection 12.2 referred to as the "Subject Interest"), a Shareholder may give written notice to the Unilever Stockholder shall have twenty Business Days from other Shareholders requesting that the date Shareholders forthwith meet and attempt in good faith to agree upon the fair market value of the Put Notice, in Subject Interest. In the case of an exercise of a Put Option, and thirty Business Days from the date event that all of the Call Notice or Approved Sale Notice Date (as Shareholders are able to reach agreement on the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis fair market value of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation ProposalSubject Interest, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period agreed value shall be deemed to be equal to eight times the Applicable EBITDA, fair market value of the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value Subject Interest for such Measurement Period or to obtain any determination thereunder), and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member and the Company for all purposes of this Agreement. (b) In the event that the Shareholders are for any reason unable to reach agreement on the fair market value of the Subject Interest within 14 days of the delivery of the notice referred to in paragraph 12.2(a), then the Shareholders shall forthwith meet for the purposes of identifying and retaining a valuator (the "First Valuator") for the purpose of determining the fair market value of the Subject Interest. Unless otherwise unanimously agreed by the Shareholders, the First Valuator shall be an accountant practising with the Auditors who has at least five years" experience in valuating businesses and is accredited as a chartered business valuator. In the event that the Shareholders do not agree upon a First Valuator within 30 days of the delivery of the notice referred to in paragraph 12.2(a), then any Shareholder may refer the determination of the First Valuator to arbitration pursuant to section 15. (c) The First Valuator shall prepare and deliver to each of the Shareholders a written report (the "First Valuation Report") setting out its Valuation of the Subject Interest as soon as possible, and in any event within 45 days after being retained. (d) Any Shareholder may within 30 days of its receipt of the First Valuation Report provide written notice to the other Shareholders advising that it wishes to have a second Valuation of the Subject Interest undertaken. if no such notice is given, the First Valuation Report shall be final and binding on the parties. if such notice is given the Shareholders shall forthwith meet for the purposes of identifying and retaining a second valuator (the "Second Valuator") for the purpose of preparing a second Valuation of the Subject Interest. The Second Valuator shall be an accountant practising with a national accounting firm other than the Auditors and who has the experience and credentials referred to in paragraph 12.2(b). In the event that the Shareholders do not agree upon a Second Valuator within 14 days of the delivery of the notice referred to in this paragraph, then any Shareholder may refer the determination of the Second Valuator to arbitration pursuant to section 15. (e) The Second Valuator shall prepare and deliver to each of the Shareholders a written report (the "Second Valuation Report") setting out its Valuation of the Subject Interest as soon as possible, and in any event within 45 days after being retained. Where a Second Valuation Report has been prepared, the fair market value of the Subject Interest for the purposes of subsections 6.1, 8.2, 9.3 or 10.1 of this Agreement shall be equal to the average of the fair market values of the Subject Interest as set out in the First Valuation Report and the Second Valuation Report. (f) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission each of the Initial Unilever Proposals Shareholders shall make available to the First Valuator and the Second Valuator all books, records and other data and information in their possession or control as the expiration First Valuator or Second Valuator may reasonably require for the purposes of its valuation. (g) In determining the fair market value of the periods described Subject Interest under this subsection 12.2, the First Valuator and the Second Valuator may apply such principles of valuation as each considers appropriate in Section 8.9(a), as the case circumstances provided that: (i) there shall be no premium for a control position or discount for a minority position; (ii) the proceeds of any life insurance shall not be taken into account in determining the value of the Subject Interest; (iii) the fair market value of any Shareholder Loans shall not be discounted by reason only of the fact that such Loans are not demand loans and may be, to agree upon not bear interest; and (iv) the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved Company shall be valued on a going-concern basis. (h) The Company shall pay all fees and expenses charged by the Company First Valuator for preparing the First Valuation Report, The Shareholder(s) who request the Second Valuation shall pay all fees and expenses charged by the Second Valuator for preparing the Second Valuation Report. (i) The First Valuator and the Unilever Stockholder during such 30-Business Day period Second Valuator shall be submitted entitled to their respective external financial advisors (the “Financial Advisors”) in accordance retain such qualified independent appraisers as each may deem appropriate to assist with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a)its valuation.

Determination of Fair Market Value. (a) If the Unilever Stockholder exercises its Put Option pursuant to Section 8.1 or the Company exercises its Call Option pursuant to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder shall have twenty Business Days from the date of the Put Notice, in the case of an exercise of a Put Option, and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), Table of Contents which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder), and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member and the Company for all purposes of this Agreement. (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a).

Determination of Fair Market Value. The Fair Market Value of Interests to be transferred or other property received pursuant to this Agreement shall be determined in accordance with this Section 7.7. For purposes of this Section 7.7, the Sellers owning a majority of the applicable Offered Interests shall have the right to act on behalf of the Sellers. Within fifteen (15) days after the delivery of the notice requiring such determination, the Sellers and American II shall attempt in good faith to agree on the Fair Market Value. If the Sellers and American II fail within fifteen (15) days thereafter to agree thereon, each of the Sellers and American II shall deliver a notice to the other appointing as its appraiser (“Appraiser”) an independent accounting or investment banking firm or appraisal firm of nationally recognized standing. The Sellers and American II by mutual agreement shall also appoint a third Appraiser. If after appointment of the two Appraisers, the Sellers and American II are unable to agree upon a third Appraiser, such appointment shall be made within fifteen (15) days of the request by the American Arbitration Association, or any organization successor thereto, from a panel of arbitrators having experience in the appraisal of the type of property then the subject of appraisal. The decisions of the three Appraisers so appointed and chosen shall be given within thirty (30) days after the selection of such third Appraiser. If the determination of one Appraiser differs from the middle determination by more than twice the amount by which the other determination differs from the middle determination, then the determination of such Appraiser *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. shall be excluded, the remaining two determinations shall be averaged and such average shall be binding and conclusive on the parties; otherwise the average of all three determinations shall be binding and conclusive. The Sellers' obligation to provide a Third Party Offer Notice pursuant to Section 7.3(a) shall not be applicable until the date of delivery of such determination to American II. The costs of conducting any appraisal procedure shall be borne as follows: (a) If the Unilever Stockholder exercises its Put Option costs of the Appraiser designated by the Sellers and other costs separately incurred by the Sellers shall be borne by the Sellers; (b) the costs of the Appraiser designated by American II and other costs separately incurred by American II shall be borne by American II and (c) the costs of the third Appraiser, if any, shall be shared equally by the Sellers and American II. For purposes of this Section, the Fair Market Value of an Interest shall be equal to the amount the holder thereof would be entitled to receive pursuant to Section 8.1 or 13.3 if the Company exercises its Call Option pursuant to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder shall have twenty Business Days from the date of the Put Notice, in the case of an exercise of a Put Option, Company's business and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 assets (including its right to propose any other Base Value intangibles, such as goodwill) were sold for such Measurement Period or to obtain any determination thereunder)their Fair Market Value, and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member all Company liabilities were paid and the Company for all purposes of this Agreementwere liquidated. (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a).

Determination of Fair Market Value. (a) If the Unilever Stockholder exercises its Put Option pursuant to Section 8.1 or the Company exercises its Call Option pursuant to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.2As used herein, the Unilever Stockholder "Fair Market Value" of a Xxxxxxx Share shall have twenty Business Days from be determined as follows (the date such Fair Market Value is finally determined hereunder shall be referred to herein as the "Valuation Date"): the board of directors of the Put Notice, in Corporation ("Board" or "Board of Directors") shall determine the case Fair Market Value of an exercise of a Put Option, and thirty Business Days from the date each Xxxxxxx Share as of the Call Notice or Approved Sale Notice Effective Date (as the case may be"Initial Valuation"), . All costs incurred in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together connection with the Initial Valuation Proposalshall be borne by the Corporation. The Initial Valuation shall be set forth in a written notice (the "Valuation Notice") delivered by the Corporation to Xxxxxxx (or her Legal Representative) at least 20 days prior to the repurchase date specified in the notice of exercise. If Xxxxxxx (or her Legal Representative) shall not have disputed the Initial Valuation by delivery of a written notice of said dispute to the Corporation within 20 days after the Corporation's delivery of the Valuation Notice, the “Initial Unilever Proposals”)Valuation shall be binding upon the parties as the Fair Market Value. The Company In the event that Xxxxxxx (or her Legal Representative) shall dispute the Initial Valuation within such 20-day period, Xxxxxxx shall, during such periodsat her sole expense, provide access retain a qualified appraiser (the "Second Appraiser") of her own choosing to make a second appraisal (the Unilever Stockholder"Second Appraisal") of the Fair Market Value of each Xxxxxxx Share. If the Second Appraisal is less than the Initial Valuation, at the Unilever Stockholder’s cost, to Initial Valuation shall be binding upon the information described in Section 8.12 as is reasonably requested parties. If the Second Appraisal exceeds the Initial Valuation by the Unilever Stockholder in connection with the preparation an amount not greater than 10 percent of the Initial Unilever Proposals and Valuation, the Unilever Valuation Report (which documentation Fair Market Value of each Xxxxxxx Share shall be considered nonpublic information for purposes the average of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety sum of the Initial Valuation Proposal and the Initial EBITDA Proposal under Second Appraisal. In the Valuation Principles and Exhibit 4, respectively. (b) Unless event that the Unilever Stockholder provides Second Appraisal exceeds the Initial Unilever Proposals Valuation by an amount greater than 10 percent of the Initial Valuation, the Board and the Unilever Valuation Report Second Appraiser shall act in good faith to the Company within the periods referred to in subsection select a third appraiser who shall conduct a third appraisal (aThe "Third Appraisal") of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder), and such Base Value which shall be final and binding upon the Unilever Stockholderparties. If the Third Appraisal of the Fair Market Value of each Share determines an amount which is closer to the amount determined by the Second Appraisal than to the amount determined by the Initial Valuation, then the Corporation shall reimburse Xxxxxxx for the cost of the Second Appraisal. All costs with respect to the fees and expenses paid or payable to the appraiser that issues the Third Appraisal shall be shared equally by the Corporation and Xxxxxxx (or her Legal Representative). All other costs incurred in connection with the Third Appraisal shall be borne by the party incurring such costs. In determining "Fair Market Value" hereunder, all appraisers shall take into account, but without duplication, the internally prepared income statement and balance sheet for Xxxxx Union Bank and Trust Company's ("Xxxxx Union Bank's") home equity line of business segment (together with the Corporation, the "Home Equity Business Segment") (presented on a consolidated basis with the Corporation's financial statements) up through the end of the month immediately preceding the Effective Date (The "Segment Financial Statements"). The parties recognize and understand that the balance sheet for the Home Equity Business Segment shall not include assets of Xxxxx Union Bank other than those assets employed exclusively in the Home Equity Line of Business Segment, and in any event shall not include pro rata portions or allocations among Xxxxx Union Bank's various business segments of Xxxxx Union Bank assets. The Corporation and Xxxxxxx each agree to make available to the other Unilever Group Member and to the Company for all purposes appraisers the information used to analyze and develop Fair Market Value in connection with the Initial Valuation and any decision by Xxxxxxx on whether or not to dispute the same. Notwithstanding anything in this Agreement to the contrary, (a) under no circumstances shall the Corporation, Xxxxx Financial or Xxxxx Union Bank be obligated to do anything that would cause a violation of any Federal, state or local laws, including without limitation any banking laws, and (b) Xxxxxxx shall have no ownership interest in Xxxxx Union Bank or Xxxxx Financial, or rights as against Xxxxx Union Bank. The parties agree that it is the intent and purpose of this Section 2.02 that the "Fair Market Value" be determined in accordance with Revenue Ruling 59-60, with seniority (over the Common Stock (including Xxxxxxx Shares)) given to investments of Xxxxx Financial and Xxxxx Union Bank ("Xxxxx Investments") in the Xxxxx Union Bank/Xxxxx Home Equity Corporation consolidated home equity line of business segment ("Home Equity Business Segment"), whether such investments are in the form of equity or debt. The parties further agree that as of the date of this Agreement. , the Fair Market Value of a Xxxxxxx Share is zero (0). It is not the intent of the parties that five percent (5%) of the Xxxxx Investments inure to Xxxxxxx. In determining Fair Market Value of a Xxxxxxx Share, the following rules will be applied: (a) there will be treated as a deduction from the value of the Home Equity Business Segment an amount equal to all advances made by Xxxxx Financial, Xxxxx Union Bank or any affiliate thereof (whether as debt or equity) (other than in exchange for common shares of the Corporation or pursuant to Section 5.04 below) to the Home Equity Business Segment, net of all repayments of, or dividends or distributions with respect to same, and the existence of such debt and equity instruments will not otherwise decrease the Fair Market Value; (b) there will be deemed to have been no cost of capital charged or assigned to the Home Equity Business Segment on account of any such advances in the form of common stock or preferred stock; (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission allocations of the Initial Unilever Proposals or overhead of Xxxxx Financial to the expiration Home Equity Business Segment only may be made in a manner that is consistent with historical charges and only in a manner that is consistently applied among the business units and subsidiaries of Xxxxx Financial; and (d) no consideration of a control premium will be applied to Shares constituting majority control of the periods described in Section 8.9(a)Corporation. In determining Fair Market Value of a Xxxxxxx Share, as any transaction between the case may be, to agree Home Equity Business Segment and affiliates of Xxxxx Financial will be based upon the Base Value and/or manner booked by the Applicable EBITDArelevant entities, as or on the case may be. Any dispute as basis of arms' length transactions, whichever would be more favorable to the Base Value Home Equity Business Segment; provided, however, that is the parties acknowledge that some transactions may not resolved by the Company and the Unilever Stockholder during have comparable arms' length transactions available, in which case such 30-Business Day period value shall be submitted to their respective external financial advisors (based upon the “manner booked by other Xxxxx Financial Advisors”) in accordance with Section 8.11(a), and any dispute as affiliates to the Applicable EBITDA that is extent reasonable. The parties acknowledge the Home Equity Business Segment shall not resolved by include programs not administered in conjunction with the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a)Corporation.

Determination of Fair Market Value. (a) The Fair Market Value of Interests to be transferred or other property received pursuant to this Agreement shall be determined in the following manner: For purposes of this Section 9.7. Sellers owning a majority of the applicable Offered Interests shall have the right to act on behalf of the Sellers within 15 days after the delivery of the notice requiring such determination, the Sellers and the Buyers shall attempt in good faith to agree on the Fair Market Value. If the Unilever Stockholder exercises Sellers and the Buyers fail within 15 days thereafter to agree thereon, each of the Sellers and the Buyers shall deliver a notice to the other appointing as its Put Option appraiser ("Appraiser") an independent accounting or investment banking firm of nationally recognized standing. The Sellers and Buyers by mutual agreement shall also appoint a third Appraiser. If after appointment of the two Appraisers, the Sellers and Buyers are unable to agree upon a third Appraiser, such appointment shall be made within fifteen days of the request by the American Arbitration Association, or any organization successor thereto, from a panel of arbitrators having experience in the appraisal of the type of property then the subject of appraisal. The decisions of the three Appraisers so appointed and chosen shall be given within 30 days after the selection of such third Appraiser. If the determination of one Appraiser differs from the middle determination by more than twice the amount by which the other determination differs from the middle determination, then the determination of such Appraiser shall be excluded, the remaining two determinations shall be averaged and such average shall be binding and conclusive on the parties; otherwise the average of all three determinations shall be binding and conclusive. The Sellers' obligation to provide an Offer Notice pursuant to Section 8.1 or the Company exercises its Call Option pursuant to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder 9.2(a) shall have twenty Business Days from not be applicable until the date of delivery of such determination to the Put Notice, in Buyers. The costs of conducting any Appraisal Procedure shall be borne as follows: (x) the case of an exercise of a Put Option, and thirty Business Days from the date costs of the Call Notice or Approved Sale Notice Date (as Appraiser designated by the case may be), in which to propose (i) a Base Value (such proposal, Sellers and other costs separately incurred by the “Initial Valuation Proposal”), which Sellers shall be accompanied borne by a report and analysis the Sellers; (y) the costs of the Unilever Stockholder’s financial advisor (Appraiser designated by the “Unilever Valuation Report”) supporting Buyers and other costs separately incurred by the Initial Valuation Proposal, prepared in accordance with Buyers shall be borne by the Valuation Principles, Buyers; and (iiz) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation costs of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writingthird Appraiser, if any, shall be submitted to shared equally by the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal Sellers and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectivelyBuyers. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder), and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member and the Company for all purposes of this Agreement. (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a).

Determination of Fair Market Value. (a) If For the Unilever Stockholder period from (i) February 15th of the year following a year in which Hakkasan Parent exercises its a Put Option pursuant to Section 8.1 or the Company exercises its exercise by TAO of a Call Option pursuant to Section 8.5 or (ii) March 15th of such year (or, in the case event TAO shall exercise its rights under Section 6.9 and, as contemplated in clause (ii) of Section 6.6(b), an Approved Sale or Going Public Transaction is not consummated during the applicable six (6)-month period, for the period ending thirty (30) days after delivery by Hakkasan Parent of written notice to initiate the valuation process in accordance with Section 7.26.6(b)) (either such period, as it may be reduced or extended by mutual agreement of TAO and Hakkasan Parent, a “Mutual Valuation Period”), TAO and Hakkasan Parent shall in good faith negotiate the Fair Market Value of such Common Units as of the Valuation Date. (b) If TAO and Hakkasan Parent are unable to reach agreement within the Mutual Valuation Period as to such Fair Market Value, TAO and Hakkasan Parent shall, at a date and time mutually agreed by TAO and Hakkasan Parent (but in any event no later than thirty (30) days after the expiration of the Mutual Valuation Period), jointly select a qualified independent internationally-recognized investment banking firm from the list set forth on Schedule 6.8(b) or, if each of the investment banking firms so listed is no longer independent or declines to act, another qualified independent internationally-recognized investment banking firm experienced in valuing businesses or securities of similarly situated companies in the Company’s industry (in the event TAO and Hakkasan cannot agree on such qualified independent investment banking firm during such thirty (30)-day period, then such Members agree that the ICC International Centre for ADR will select such qualified independent investment banking firm pursuant to the ICC Rules for the Appointment of Experts and Neutrals) (any such selected firm, the Unilever Stockholder “Appraiser”) and each such Member shall have submit to such Appraiser its determination of the Fair Market Value of such Common Units. At the time of such submission, TAO and Hakkasan Parent will each instruct the Appraiser to (i) in the event of an Appraisable Dispute, reach its determination of the Fair Market Value of Hakkasan Parent’s Common Units within twenty (20) Business Days from the its date of the Put Notice, in the case of an exercise of a Put Option, and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principlesappointment, and (ii) keep each submission it receives confidential and not disclose its contents to any other Person, other than TAO or Hakkasan Parent simultaneously and promptly (but in any event within one (1) day) after each such submission by TAO and Hakkasan Parent has been made to it. In the Applicable EBITDA (such proposal, event the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access higher calculation of Fair Market Value submitted by TAO and Hakkasan Parent to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as Appraiser is reasonably requested by the Unilever Stockholder in connection with the preparation no more than one hundred and ten percent (110%) of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes lower calculation of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be Fair Market Value submitted to the Company within Appraiser, then the periods referred Fair Market Value of Hakkasan Parent’s Units shall be the average of the two and the Appraiser shall not be required to engage in any further appraisal determinations contemplated in Section 6.8(c) (and the Member shall use good faith efforts to engage the Appraiser on terms that provide for a reasonable rate for its efforts in only reviewing and notifying the parties as to the difference in initial submitted calculations in the first sentence event there is no Appraisable Dispute). In the event the higher calculation of this Section 8.9 Fair Market Value submitted by TAO and shall specify Hakkasan Parent to the facts Appraiser is more than one hundred and circumstances supporting the reasonableness and propriety ten percent (110%) of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report lower calculation of Fair Market Value submitted to the Company within Appraiser (an “Appraisable Dispute” ), then the periods referred to in subsection (a) Fair Market Value of this Section 8.9, the Base Value for the applicable Measurement Period Hakkasan Parent’s Units shall be deemed to be equal to eight times the Applicable EBITDA, amount determined by the Unilever Stockholder shall have irrevocably waived its rights Appraiser pursuant to and in accordance with Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder), and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member and the Company for all purposes of this Agreement6.8(c) below. (c) In acting hereunder, the Appraiser shall be acting as an appraising expert and not as an arbitrator. TAO and Hakkasan Parent agree that judgment may be entered upon the determination of the Appraiser in any court having jurisdiction over the party against which such determination is to be enforced. TAO and Hakkasan Parent shall instruct the Appraiser to determine the Fair Market Value of such Units; provided, however, that such Fair Market Value shall not be higher than the higher of the Fair Market Values submitted by TAO and Hakkasan Parent to the Appraiser pursuant to Section 6.8(b) or lower than the lower of the Fair Market Values submitted by TAO and Hakkasan Parent to the Appraiser pursuant to Section 6.8(b). The Company and shall provide reasonable access to the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission Appraiser to members of management of the Initial Unilever Proposals or Company and to the expiration books and records of the periods described Company and its Subsidiaries so as to allow the Appraiser to conduct due diligence examinations in scope and duration as are customary in valuations of this kind. Each of TAO and Hakkasan Parent and any Permitted Transferee thereof agree to reasonably cooperate with the Appraiser and to provide it (and for the avoidance of doubt, without requiring provision of any such information to another party) such information as may reasonably be requested excluding any privileged information or information the provision of which would breach applicable law. The fees and expenses of the Appraiser incurred in connection with Section 8.9(a)6.8 shall be borne by each of TAO and Hakkasan Parent (as determined by the Appraiser) in proportion to the amount by which the Fair Market Value of such Common Units submitted by such party to the Appraiser exceeds (or, as applicable, is less than) the case may beAppraiser’s determination of the Fair Market Value of such Units in accordance with this Section 6.8(c). All other fees, expenses, and costs incurred by a party or its representatives in connection with this Section 6.8 shall be borne by such party. Each of TAO and Hakkasan Parent agrees that the determination of the Fair Market Value and Minimum Valuation by the Appraiser shall, absent manifest error, be deemed to agree upon be final, conclusive and binding on TAO and Hakkasan Parent. (d) Each of TAO and Hakkasan Parent agrees that to the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute extent TAO and Hakkasan Parent are unable to reach an agreement within a thirty (30)-day period as to the Base Value that is not resolved by amount of the Company and Minimum Valuation, the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with provisions of Section 8.11(a6.8(b), and any dispute as Section 6.8(c) shall apply mutatis mutandis to the Applicable EBITDA that is not resolved by the Company resolution of any disputes between TAO and the Unilever Stockholder during Hakkasan Parent with respect to such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a)amount of Minimum Valuation.

Determination of Fair Market Value. (a) If the Unilever Stockholder exercises its Put Option pursuant In connection with an election to receive Redemption Consideration set forth in Section 8.1 or the Company exercises its Call Option pursuant to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.213.0 hereof, the Unilever Stockholder shall have twenty Business Days from the date of the Put Notice, in the case of an exercise upon delivery of a Put Option, and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access note thereunder to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period General Partner or to obtain any determination thereunder), and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member and the Company for all purposes of this Agreement. (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a)Limited Partner, as the case may be, to agree upon the Base Value and/or party delivering the Applicable EBITDAnote (the "Section 13 Initiating Partner") shall promptly cause an appraisal of ----------------------------- the fair market value of the Company for purposes of fixing the principal amount of said note. The principal balance of such note shall equal the product arrived at by multiplying the fair market value of the Company, as the case may be. Any dispute as to the Base Value that is not resolved determined in Section 13.2(b) below, by the Percentage Interest associated with the Partnership Units for which Redemption Consideration is being delivered under Section 13.0(a)(y) or 13.0(a)(z) above. (b) The fair market value of the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) determined by appraisal in accordance with the following: (i) an appraiser shall be chosen by the Section 8.11(a13 Initiating Partner, the determination of which shall be subject to the consent of the party receiving the note (the "Target Partner"), which -------------- consent shall not be unreasonably withheld; (ii) the appraiser shall be a member of the Appraisal Institute or any organization successor thereto; (iii) within (15) days after receipt of the Section 13 Initiating Partner's notice of the appointment of the appraiser, the Section 13 Initiating Partner shall cause the appraiser to commence his/her appraisal of the fair market value of the Company. The appraiser appointed pursuant to this Section shall be a disinterested person of recognized competence who has had a minimum of ten (10) years experience in appraising commercial real estate in the states in which the Property(ies) are located. The appraiser shall determine the fair market value of the Company on the basis of all relevant factors affecting fair market value. The cost and any dispute as to expense of the Applicable EBITDA that is not resolved appraiser and the appraisal process shall be borne by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a)Company.

Determination of Fair Market Value. (a) If the Unilever Stockholder exercises In case of Toshiba's exercise of its Put Option put right pursuant to Section 8.1 7.1 or the Company exercises Audiovox's exercise of its Call Option call right pursuant to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder fair market value of Toshiba's Securities shall have twenty Business Days from the date be determined as follows: (A) As soon as practicable after delivery of the Put Noticeput or call notice, as applicable, the Parties shall engage in mutual good faith discussions to determine the fair market value of Securities to be purchased or sold. (B) If the Parties are unable to agree on the fair market value of Toshiba's Securities within fifteen (15) days after delivery of the applicable notice, then each Party shall select an independent appraiser with international experience to determine the fair market value of Toshiba's Securities. Each appraiser will promptly render a written good faith appraisal of the fair market value of Toshiba's Securities in light of all relevant factors (if the appraiser provides a valuation range, the midpoint of the range shall be the fair market value of the appraised Securities). Each appraiser shall be instructed to complete its appraisal as promptly as possible and, in the case of an exercise of a Put Optionany event, and within thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose (i30) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”)days after its appointment. The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, appraisals shall be submitted to the Company Parties simultaneously. The Parties shall take all actions reasonably necessary to cause the appraisers to complete their appraisals in an expeditious and competent manner within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectivelysuch period. (bC) Unless The fair market value of Toshiba's Securities to be purchased shall be the Unilever Stockholder provides average of the Initial Unilever Proposals two appraisals submitted by the independent appraisers under Section 7.3(b); provided that, if the two appraisals differ in value by more than twenty percent (20%), the two independent appraisers shall jointly appoint a third independent appraiser, who will promptly render a written good faith appraisal of the fair market value of Toshiba's Securities in light of all relevant factors and in accordance with the Unilever Valuation Report timing and procedures contained in Section 7.3(b). In case of an appraisal by a third independent appraiser, the fair market value of the Securities to be purchased shall be the average of (1) the appraisal submitted by the third independent appraiser and (2) the appraisal submitted under Section 7.3(b) that is closest in value to the Company within appraisal of the periods referred third independent appraiser. Any determination of fair market value pursuant to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period 7.3 shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder), and such Base Value shall be final conclusive and binding upon the Unilever Stockholder, each other Unilever Group Member and the Company Parties for all purposes of determining the fair market value of Toshiba's Securities to be purchased under this Agreement. Section 7. Each Party shall bear fifty percent (c50%) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission of the Initial Unilever Proposals or the expiration costs of the periods described in any appraisal pursuant to this Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a)7.3.

Determination of Fair Market Value. (aA) If both parties appoint Qualified Appraisers, the Unilever Stockholder exercises its Put Option pursuant two Qualified Appraisers shall each make his or her own independent study of the Fair Market Value and shall meet together as soon as possible, but no later than sixty (60) days after the date of appointment of the last appointed Qualified Appraiser (“Outside Agreement Date”), to Section 8.1 attempt to reach an agreement on the Fair Market Value. If the two Qualified Appraisers agree on the Fair Market Value on or before the Company exercises its Call Option pursuant Outside Agreement Date, such amount shall be binding on the parties hereto. If the two Qualified Appraisers are unable to Section 8.5 agree on the Fair Market Value on or before the Outside Agreement Date, then each Qualified Appraiser shall, within twenty (20) days after expiration of the Outside Agreement Date, place in a sealed envelope his or her determination of the Fair Market Value, and submit such determination to Landlord and Tenant. Landlord and Tenant shall meet within thirty (30) days after the Outside Agreement Date and open the sealed envelopes in each other’s presence. If the higher determination is not more than one hundred five percent (105%) of the lower determination, the Fair Market Value shall be the average of the two determinations. If the higher determination is more than one hundred five percent (105%) of the lower determination, the two Qualified Appraisers shall select a third Qualified Appraiser and notify Landlord and Tenant of such selection. If they are unable to agree on the third Qualified Appraiser within twenty (20) days after the opening of the Fair Market Value determinations, either of the parties to this Lease may request such appointment by the local office of JAMS (or any successor thereto), or in the case absence, failure, refusal or inability of an Approved Sale such entity to act, then either party may apply to the presiding judge of the Superior Court of the County of Santa Clara, California to select a third Qualified Appraiser. Each of the parties shall bear one-half of the costs of the third Qualified Appraiser. (B) Within sixty (60) days after the selection of the third Qualified Appraiser, the third Qualified Appraiser shall determine the Fair Market Value in accordance with Section 7.2this Paragraph 3, by preparing his or her own appraisal and submitting a copy of it to the Unilever Stockholder Landlord and Tenant. The appraisal by the third Qualified Appraiser shall have twenty Business Days from meet the date of the Put Notice, in the case of an exercise standards of a Put Optionsummary appraisal report, as defined by the Uniform Standards of Professional Appraisal Practices, and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which shall include but not be limited to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and an analysis of the Unilever Stockholdereffect that each of the assumed uses described in Subsection (iii) above has on the Fair Market Value of the land. There shall be no ex parte communications between the third Qualified Appraiser and either party or either party’s financial advisor (appraiser: the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared third Qualified Appraiser and each party and its appraiser shall include both parties or their appraisers in accordance with the Valuation Principles, all oral communications and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”)shall copy both parties or their appraisers on all written communications. The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation two (2) determinations of the Initial Unilever Proposals and Fair Market Value that are the Unilever Valuation Report (which documentation closest shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder)averaged, and such Base Value average shall constitute the Fair Market Value. The third determination shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member and the Company for all purposes of this Agreementdisregarded. (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a).

Determination of Fair Market Value. In the event Landlord and Txxxxx are unable to agree on the FMRV after reasonable, good faith deliberations by that date which is fifteen (a15) days after Landlord receives the Extension Notice for the second Extension Term (the “Specified Date”), then the FMRV for such term shall be determined as follows: 21.1.1 Landlord and Tenant will each appoint an appraiser or broker meeting the criteria below within ten (10) business days after the expiration of such fifteen (15) day period. Each broker or appraiser must have at least seven (7) years of commercial experience appraising rents for projects/assets comparable to the Premises within the general metro area as the Premises. No appraiser may have any material financial or business interest in common with either of the parties. The two appraisers thus appointed will, within ten (10) business days of their mutual appointment, together appoint a third appraiser meeting the foregoing criteria. Within ten (10) business days after the last appraiser is so appointed, Landlord and Tenant may submit to the appraisers their respective determinations of Fair Market Basic Rent and any supporting information or analysis. Within thirty (30) days after the last appraiser is appointed, each of the appraisers will review any such submittals, and any other information the appraiser deems necessary, and each will submit their respective determination of FMRV to both Landlord and Tenant in a sealed envelope. The FMRV for the Extension Term will then be established as follows: (i) If the Unilever Stockholder exercises its Put Option pursuant determinations of at least two of the appraisers are identical, the identical determination shall be the FMRV for the first year of the Extension Term. (ii) If neither the highest nor the lowest determination of the appraisers differs from the middle determination by more than five percent (5%) of such middle determination, then the average of the three determinations shall be the FMRV for the first year of the Extension Term. (iii) If neither subsection (i) or (ii) applies, then the FMRV for the first year of any Extension Term shall be the average of the middle determination and the determination closest in amount to Section 8.1 or such middle determination. Landlord and Tenant will each pay all costs, fees and expenses of the Company exercises its Call Option pursuant respective appraiser each appointed. Landlord and Txxxxx will also each pay, directly to Section 8.5 or in the case third appraiser, one-half of an Approved Sale all costs, fees and expenses of the third appraiser. 21.1.2 Upon the determination of the FMRV for the second Extension Term in accordance with Section 7.2this Article 20, Landlord and Tenant shall execute an amendment to this Lease or letter agreement memorializing the Unilever Stockholder shall have twenty Business Days from the date of the Put Notice, in the case of an exercise of a Put Option, and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectivelysame. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder), and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member and the Company for all purposes of this Agreement. (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a).

Determination of Fair Market Value. The fair market value of the Registrable Securities (aassuming full conversion into Common Stock of all Series C Preferred and Series D Preferred) shall be that which is agreed upon by the Company and a majority in interest of the Participating Holders (assuming full conversion into Common Stock of all Series C Preferred and Series D Preferred) (the "MAJORITY PARTICIPATING HOLDERS"). If the Unilever Stockholder exercises its Put Option pursuant Company and the Majority Participating Holders fail to Section 8.1 or agree on the fair market value within 30 days of the Determination Date, then, at the election of the Majority Participating Holders, either (i) the Majority Participating Holders shall then have the right to require a sale of the Company exercises its Call Option pursuant by asset sale, merger or otherwise (a "SALE OF THE COMPANY") in accordance with the provisions of Section 15(g) and (h) hereof by delivering to Section 8.5 the Company an Exit Instruction Notice or (ii) the Company and the Majority Participating Holders shall attempt to agree upon an appraiser to determine the fair market value, which appraiser shall be a nationally recognized investment banking firm that has experience valuing businesses of the type then engaged in by the case Company (the firm or firms engaged to determine the fair market value hereunder having such qualifications being referred to as an "APPRAISER"). If, within the 10-day period after the expiration of such 30-day period, the Company and the Majority Participating Holders agree upon an Approved Sale Appraiser to determine the fair market value in accordance with Section 7.215(d) above, the Unilever Stockholder then such Appraiser shall have twenty Business Days from make such determination within 30 days after the date of the Put Notice, in the case of an exercise of a Put Optionsuch Appraiser's engagement, and thirty Business Days from such determination shall govern. If the Company and the Majority Participating Holders do not, within such 10-day period, agree as to a single Appraiser, or if the Appraiser appointed as provided above fails to determine such fair market value within 30 days of the date of such Appraiser's engagement, then each of the Call Notice Company and the Majority Participating Holders, by notice to the other, shall appoint one Appraiser. If either the Company or Approved Sale Notice Date (the Majority Participating Holders shall fail to appoint such an Appraiser within 10 days after the lapse of such 10 or 30 day period, as applicable, then the case may be)Appraiser appointed by the party that does so appoint an Appraiser shall make the determination of such fair market value and such determination shall govern. If two Appraisers are appointed and they agree upon such fair market value, in which their joint determination shall govern. If said two Appraisers cannot reach an agreement within 30 days after the appointment of the last Appraiser to propose (i) a Base Value (such proposalbe appointed, the “Initial Valuation Proposal”)two Appraisers selected shall promptly select a third Appraiser who shall within 15 days following such Appraiser's appointment, which select one of the two other appraisals as constituting fair market value. All decisions of the Appraiser(s) shall be accompanied rendered in writing and shall be signed by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”Appraiser(s). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 fair market value determined as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation herein provided shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writingconclusive, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder), and such Base Value shall be final and binding upon on the Unilever Stockholder, each other Unilever Group Member parties and the Company for all purposes of this Agreement. (c) shall be enforceable in any court having jurisdiction over a proceeding brought to seek such enforcement. The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission cost of the Initial Unilever Proposals or the expiration of the periods described fair market value determination shall not be taken into account in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved determining fair market value and shall be borne by the Company and the Unilever Stockholder during Participating Holders, with the Participating Holders bearing such 30-Business Day period shall be submitted to portion of such cost as equals their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by percentage equity ownership of the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a)on a fully diluted basis.

Determination of Fair Market Value. (a) If the Unilever Stockholder exercises its Put Option pursuant The General Partner will provide written notice to Section 8.1 or the Company exercises its Call Option pursuant to Section 8.5 or in the case each holder of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder shall have twenty Business Days from the date Units of the Put any determination of Fair Market Value within 10 days of any such determination (“FMV Notice, in the case of an exercise of a Put Option, and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively. (b) Unless If any holder of Units disagrees with any such determination by the Unilever Stockholder provides General Partner, such holder of Units shall deliver to the Initial Unilever Proposals General Partner a written notice of objection (a “FMV Objection”) within ten (10) days after delivery of the FMV Notice. Upon receipt of a FMV Objection, the General Partner and the Unilever Valuation Report objecting holder will negotiate in good faith to agree on such Fair Market Value. If such agreement is not reached between the Company within General Partner and the periods referred to in subsection objecting holder (a) of this Section 8.9provided if there is more than one objecting holder, the Base agreement of the Primary Objecting Holder shall control and be binding on all objecting holders) within 5 days after the delivery of the FMV Objection, such Fair Market Value for the applicable Measurement Period shall be deemed to determined by an Independent Appraiser jointly selected by the General Partner and the objecting holder holding the greatest number of Class A Units (the “Primary Objecting Holder”); provided that in determining which holder shall be equal to eight times the Applicable EBITDAPrimary Objecting Holder, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 any holder (including its Affiliates) having the right to propose any other Base designate Directors that approved the relevant determination of Fair Market Value for on behalf of the General Partner shall not be eligible to act as the Primary Objecting Holder. If the parties are unable to agree on an Independent Appraiser within 15 days after delivery of the FMV Objection, within seven days after the end of such Measurement Period or to obtain any determination thereunder)15 day period, each of the General Partner and the Primary Objecting Holder shall submit the names of three Independent Appraisers, and each party shall be entitled to strike one name from the other party’s list of firms, and the Independent Appraiser shall be selected by lot from the remaining firms. Such Independent Appraiser shall submit to the General Partner and the Primary Objecting Holder a written report within 30 days of its engagement setting forth such Base determination. The fees and expenses of any Independent Appraiser shall be borne by the Partnership. The determination of any Independent Appraiser as to Fair Market Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member General Partner and all Partners and all holders of Units. No holder of Units shall have any right to object to any determination of Fair Market Value made in accordance with clause (i) of the Company for all purposes definition of this AgreementFair Market Value. (c) The Company and Any Independent Appraiser selected to make a determination of Fair Market Value of any Equity Securities issued by any Person in the Unilever Stockholder Partnership Group shall use their respective best efforts for 30 Business Days after value such Equity Securities on the timely submission enterprise value of the Initial Unilever Proposals applicable Person in the Partnership Group, without any discount for lack of control, minority or lack of liquidity. (d) If any FMV Objection Notice is delivered, the expiration event dependent on such determination of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Fair Market Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted deferred until the determination of Fair Market Value pursuant to their respective external financial advisors (the “Financial Advisors”) in accordance with this Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a)3.13.

Determination of Fair Market Value. The Fair Market Value of Interests to be transferred or other property received pursuant to this Agreement shall be determined in accordance with this Section 7.7. For purposes of this Section 7.7, the Sellers owning a majority of the applicable Offered Interests shall have the right to act on behalf of the Sellers. Within fifteen (15) days after the delivery of the notice requiring such determination, the Sellers and American III shall attempt in good faith to agree on the Fair Market Value. If the Sellers and American III fail within fifteen (15) days thereafter to agree thereon, each of the Sellers and American III shall deliver a notice to the other appointing as its appraiser (“Appraiser”) an independent accounting or investment banking firm or appraisal firm of nationally recognized standing. The Sellers and American III by mutual agreement shall also appoint a third Appraiser. If after appointment of the two Appraisers, the Sellers and American III are unable to agree upon a third Appraiser, such appointment shall be made within fifteen (15) days of the request by the American Arbitration Association, or any organization successor thereto, from a panel of arbitrators having experience in the appraisal of the type of property then the subject of appraisal. The decisions of the three Appraisers so appointed and chosen shall be given within thirty (30) days after the selection of such third Appraiser. If the determination of one Appraiser differs from the middle determination by more than twice the amount by which the other determination differs from the middle determination, then the determination of such Appraiser shall be excluded, the remaining two determinations shall be averaged and such average shall be binding and conclusive on the parties; otherwise the average of all three determinations shall be binding and conclusive. The Sellers’ obligation to provide a Third Party Offer Notice pursuant to Section 7.3(a) shall not be applicable until the date of delivery of such determination to American III. The costs of conducting any appraisal procedure shall be borne (15) as follows: (a) If the Unilever Stockholder exercises its Put Option costs of the Appraiser designated by the Sellers and other costs separately incurred by the Sellers shall be borne by the Sellers; (b) the costs of the Appraiser designated by American III and other costs separately incurred by American III shall be borne by American III and (c) the costs of the third *** Certain confidential portions of this exhibit were omitted by means of redacting a portion of the text. Copies of the exhibit containing the redacted portions have been filed separately with the Securities and Exchange Commission subject to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act. Appraiser, if any, shall be shared equally by the Sellers and American III. For purposes of this Section, the Fair Market Value of an Interest shall be equal to the amount the holder thereof would be entitled to receive pursuant to Section 8.1 or 13.3 if the Company exercises its Call Option pursuant to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.2, the Unilever Stockholder shall have twenty Business Days from the date of the Put Notice, in the case of an exercise of a Put Option, Company’s business and thirty Business Days from the date of the Call Notice or Approved Sale Notice Date (as the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 assets (including its right to propose any other Base Value intangibles, such as goodwill) were sold for such Measurement Period or to obtain any determination thereunder)their Fair Market Value, and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member all Company liabilities were paid and the Company for all purposes of this Agreementwere liquidated. (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission of the Initial Unilever Proposals or the expiration of the periods described in Section 8.9(a), as the case may be, to agree upon the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to their respective external financial advisors (the “Financial Advisors”) in accordance with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a).

Determination of Fair Market Value. (a) If the Unilever Stockholder exercises its Put Option Where pursuant to Section 8.1 the provisions of Sections 6 or 7 of this Agreement a determination of the Company exercises its Call Option pursuant to Section 8.5 or in the case fair market value of an Approved Sale Interest is required to be made (in accordance with Section 7.2this Subsection 9.2 referred to as the "Subject Interest"), a Shareholder may give written notice to the Unilever Stockholder shall have twenty Business Days from other Shareholders requesting that the date Shareholders forthwith meet and attempt in good faith to agree upon the fair market value of the Put Notice, in Subject Interest. In the case of an exercise of a Put Option, and thirty Business Days from the date event that all of the Call Notice or Approved Sale Notice Date (as Shareholders are able to reach agreement on the case may be), in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis fair market value of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation ProposalSubject Interest, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together with the Initial Valuation Proposal, the “Initial Unilever Proposals”). The Company shall, during such periods, provide access to the Unilever Stockholder, at the Unilever Stockholder’s cost, to the information described in Section 8.12 as is reasonably requested by the Unilever Stockholder in connection with the preparation of the Initial Unilever Proposals and the Unilever Valuation Report (which documentation shall be considered nonpublic information for purposes of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety of the Initial Valuation Proposal and the Initial EBITDA Proposal under the Valuation Principles and Exhibit 4, respectively. (b) Unless the Unilever Stockholder provides the Initial Unilever Proposals and the Unilever Valuation Report to the Company within the periods referred to in subsection (a) of this Section 8.9, the Base Value for the applicable Measurement Period agreed value shall be deemed to be equal to eight times the Applicable EBITDA, fair market value of the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value Subject Interest for such Measurement Period or to obtain any determination thereunder), and such Base Value shall be final and binding upon the Unilever Stockholder, each other Unilever Group Member and the Company for all purposes of this Agreement. (b) In the event that the Shareholders are for any reason unable to reach agreement on the fair market value of the Subject Interest within 14 days of the delivery of the notice referred to in paragraph 9.2(a), then the Shareholders shall forthwith meet for the purposes of identifying and retaining a valuator (the "First Valuator") for the purpose of determining the fair market value of the Subject Interest. Unless otherwise unanimously agreed by the Shareholders, the First Valuator shall be an accountant practising with the Auditors who has at least five years' experience in valuating businesses and is accredited as a chartered business valuator. In the event that the Shareholders do not agree upon a First Valuator within 30 days of the delivery of the notice referred to in paragraph 9.2(a), then any Shareholder may refer the determination of the First Valuator to arbitration pursuant to Section 11. (c) The Company First Valuator shall prepare and deliver to each of the Shareholders a written report (the "First Valuation Report") setting out its Valuation of the Subject Interest as soon as possible, and in any event within 45 days after being retained. (d) Any Shareholder may within 30 days of its receipt of the First Valuation Report provide written notice to the other Shareholders advising that it wishes to have a second Valuation of the Subject Interest undertaken. If no such notice is given, the First Valuation Report shall be final and binding on the parties. If such notice is given the Shareholders shall forthwith meet for the purposes of identifying and retaining a second valuator (the "Second Valuator") for the purpose of preparing a second Valuation of the Subject Interest. The Second Valuator shall be an accountant practising with a national accounting firm other than the Auditors and who has the experience and credentials referred to in paragraph 9.2(b). In the event that the Shareholders do not agree upon a Second Valuator within 14 days of the delivery of the notice referred to in this paragraph, then any Shareholder may refer the determination of the Second Valuator to arbitration pursuant to Section 11. (e) The Second Valuator shall prepare and deliver to each of the Shareholders a written report (the "Second Valuation Report") setting out its Valuation of the Subject Interest as soon as possible, and in any event within 45 days after being retained. Where a Second Valuation Report has been prepared, the fair market value of the Subject Interest for the purposes of Sections 6 and 7 of this Agreement shall be equal to the average of the fair market values of the Subject Interest as set out in the First Valuation Report and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission Second Valuation Report. (f) The Corporation and each of the Initial Unilever Proposals Shareholders shall make available to the First Valuator and the Second Valuator all books, records and other data and information in their possession or control as the expiration First Valuator or Second Valuator may reasonably require for the purposes of its valuation. (g) In determining the fair market value of the periods described Subject Interest under this Subsection 9.2, the First Valuator and the Second Valuator may apply such principles of valuation as each considers appropriate in Section 8.9(a), as the case circumstances provided that: (i) there shall be no premium for a control position or discount for a minority position; (ii) the fair market value of any Shareholder Loans shall not be discounted by reason only of the fact that such Loans are not demand loans and may be, to agree upon not bear interest; and (iii) the Base Value and/or the Applicable EBITDA, as the case may be. Any dispute as to the Base Value that is not resolved Corporation shall be valued on a going concern basis. (h) The Corporation shall pay all fees and expenses charged by the Company First Valuator for preparing the First Valuation Report. The Shareholder(s) who request the Second Valuation shall pay all fees and expenses charged by the Second Valuator for preparing the Second Valuation Report. (i) The First Valuator and the Unilever Stockholder during such 30-Business Day period Second Valuator shall be submitted entitled to their respective external financial advisors (the “Financial Advisors”) in accordance retain such qualified independent appraisers as each may deem appropriate to assist with Section 8.11(a), and any dispute as to the Applicable EBITDA that is not resolved by the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a)its valuation.

Determination of Fair Market Value. (a) If the Unilever Stockholder exercises its Put Option pursuant to Section 8.1 or the Company exercises its Call Option pursuant to Section 8.5 or in the case of an Approved Sale in accordance with Section 7.2As used herein, the Unilever Stockholder "Fair Market Value" of a Xxxxxxx Share shall have twenty Business Days from be determined as follows (the date such Fair Market Value is finally determined hereunder shall be referred to herein as the "Valuation Date"): the board of directors of the Put Notice, in Corporation ("Board" or "Board of Directors") shall determine the case Fair Market Value of an exercise of a Put Option, and thirty Business Days from the date each Xxxxxxx Share as of the Call Notice or Approved Sale Notice Effective Date (as the case may be"Initial Valuation"), . All costs incurred in which to propose (i) a Base Value (such proposal, the “Initial Valuation Proposal”), which shall be accompanied by a report and analysis of the Unilever Stockholder’s financial advisor (the “Unilever Valuation Report”) supporting the Initial Valuation Proposal, prepared in accordance with the Valuation Principles, and (ii) the Applicable EBITDA (such proposal, the “Initial EBITDA Proposal” and, together connection with the Initial Valuation Proposalshall be borne by the Corporation. The Initial Valuation shall be set forth in a written notice (the "Valuation Notice") delivered by the Corporation to Xxxxxxx (or her Legal Representative) at least 20 days prior to the repurchase date specified in the notice of exercise. If Xxxxxxx (or her Legal Representative) shall not have disputed the Initial Valuation by delivery of a written notice of said dispute to the Corporation within 20 days after the Corporation's delivery of the Valuation Notice, the “Initial Unilever Proposals”)Valuation shall be binding upon the parties as the Fair Market Value. The Company In the event that Xxxxxxx (or her Legal Representative) shall dispute the Initial Valuation within such 20-day period, Xxxxxxx shall, during such periodsat her sole expense, provide access retain a qualified appraiser (the "Second Appraiser") of her own choosing to make a second appraisal (the Unilever Stockholder"Second Appraisal") of the Fair Market Value of each Xxxxxxx Share. If the Second Appraisal is less than the Initial Valuation, at the Unilever Stockholder’s cost, to Initial Valuation shall be binding upon the information described in Section 8.12 as is reasonably requested parties. If the Second Appraisal exceeds the Initial Valuation by the Unilever Stockholder in connection with the preparation an amount not greater than 10 percent of the Initial Unilever Proposals and Valuation, the Unilever Valuation Report (which documentation Fair Market Value of each Xxxxxxx Share shall be considered nonpublic information for purposes the average of Section 6.4). The Initial Unilever Proposals shall be in writing, shall be submitted to the Company within the periods referred to in the first sentence of this Section 8.9 and shall specify the facts and circumstances supporting the reasonableness and propriety sum of the Initial Valuation Proposal and the Initial EBITDA Proposal under Second Appraisal. In the Valuation Principles and Exhibit 4, respectively. (b) Unless event that the Unilever Stockholder provides Second Appraisal exceeds the Initial Unilever Proposals Valuation by an amount greater than 10 percent of the Initial Valuation, the Board and the Unilever Valuation Report Second Appraiser shall act in good faith to select a third appraiser who shall conduct a third appraisal (the Company within the periods referred to in subsection (a"Third Appraisal") of this Section 8.9, the Base Value for the applicable Measurement Period shall be deemed to be equal to eight times the Applicable EBITDA, the Unilever Stockholder shall have irrevocably waived its rights pursuant to Section 8.11 (including its right to propose any other Base Value for such Measurement Period or to obtain any determination thereunder), and such Base Value which shall be final and binding upon the Unilever Stockholderparties. If the Third Appraisal of the Fair Market Value of each Share determines an amount, which is closer to the amount determined by the Second Appraisal than to the amount determined by the Initial Valuation, then the Corporation shall reimburse Xxxxxxx for the cost of the Second Appraisal. All costs with respect to the fees and expenses paid or payable to the appraiser that issues the Third Appraisal shall be shared equally by the Corporation and Xxxxxxx (or her Legal Representative). All other costs incurred in connection with the Third Appraisal shall be borne by the party incurring such costs. In determining "Fair Market Value" hereunder, all appraisers shall take into account, but without duplication, the internally prepared income statement and balance sheet for Xxxxx Union Bank and Trust Company's ("Xxxxx Union Bank's") home equity line of business segment (together with the Corporation, the "Home Equity Business Segment") (presented on a consolidated basis with the Corporation's financial statements) up through the end of the month immediately preceding the Effective Date (the "Segment Financial Statements"). The parties recognize and understand that the balance sheet for the Home Equity Business Segment shall not include assets of Xxxxx Union Bank other than those assets employed exclusively in the Home Equity Line of Business Segment, and in any event shall not include pro rata portions or allocations among Xxxxx Union Bank's various business segments of Xxxxx Union Bank assets. The Corporation and Xxxxxxx each agree to make available to the other Unilever Group Member and to the Company for all purposes appraisers the information used to analyze and develop Fair Market Value in connection with the Initial Valuation and any decision by Xxxxxxx on whether or not to dispute the same. Notwithstanding anything in this Agreement to the contrary, (a) under no circumstances shall the Corporation, Xxxxx Financial or Xxxxx Union Bank be obligated to do anything that would cause a violation of any Federal, state or local laws, including without limitation any banking laws, and (b) Xxxxxxx shall have no ownership interest in Xxxxx Union Bank or Xxxxx Financial, or rights as against Xxxxx Union Bank. The parties agree that it is the intent and purpose of this Section 2.02 that the "Fair Market Value" be determined in accordance with Revenue Ruling 59-60, with seniority (over the Common Stock (including Xxxxxxx Shares)) given to investments of Xxxxx Financial and Xxxxx Union Bank ("Xxxxx Investments") in the Xxxxx Union Bank/Xxxxx Home Equity Corporation consolidated home equity line of business segment ("Home Equity Business Segment"), whether such investments are in the form of equity or debt. The parties further agree that as of the date of this Agreement. , the Fair Market Value of a Xxxxxxx Share is zero (0). It is not the intent of the parties that five percent (5 %) of the Xxxxx Investments inure to Xxxxxxx. In determining Fair Market Value of a Xxxxxxx Share, the following rules will be applied: (a) there will be treated as a deduction from the value of the Home Equity Business Segment an amount equal to all equity advances made by Xxxxx Financial, Xxxxx Union Bank or any affiliate thereof (whether composed of preferred or common shares) (other than in exchange for common shares of the Corporation or pursuant to Section 5.04 below) to the Home Equity Business Segment, net of all repayments of, or dividends or distributions with respect to same, and the existence of such debt and equity instruments will not otherwise decrease the Fair Market Value; (b) there will be deemed to have been no cost of capital charged or assigned to the Home Equity Business Segment on account of any such advances in the form of common stock or preferred stock; (c) The Company and the Unilever Stockholder shall use their respective best efforts for 30 Business Days after the timely submission allocations of the Initial Unilever Proposals or overhead of Xxxxx Financial to the expiration Home Equity Business Segment only may be made in a manner that is consistent with historical charges and only in a manner that is consistently applied among the business units and subsidiaries of Xxxxx Financial; and (d) no consideration of a control premium will be applied to Shares constituting majority control of the periods described in Section 8.9(a)Corporation. In determining Fair Market Value of a Xxxxxxx Share, as any transaction between the case may be, to agree Home Equity Business Segment and affiliates of Xxxxx Financial will be based upon the Base Value and/or manner booked by the Applicable EBITDArelevant entities, as or on the case may be. Any dispute as basis of arms' length transactions, whichever would be more favorable to the Base Value Home Equity Business Segment; provided, however, that is the parties acknowledge that some transactions may not resolved by the Company and the Unilever Stockholder during have comparable arms' length transactions available, in which case such 30-Business Day period value shall be submitted to their respective external financial advisors (based upon the “manner booked by other Xxxxx Financial Advisors”) in accordance with Section 8.11(a), and any dispute as affiliates to the Applicable EBITDA that is extent reasonable. The parties acknowledge the Home Equity Business Segment shall not resolved by include programs not administered in conjunction with the Company and the Unilever Stockholder during such 30-Business Day period shall be submitted to the Accounting Expert in accordance with Section 8.10(a)Corporation.