Common use of Initiation and Elections Clause in Contracts

Initiation and Elections. (a) The Non-Initiating Member shall have a period of sixty days after the receipt of the Buy/Sell Notice (the “Exercise Period”) within which to notify the Initiating Member in writing (the “Reply Notice”) whether the Non-Initiating Member, in its sole discretion, shall either (x) buy the Initiating Member’s interest in the Buy/Sell Property for cash pursuant to Section 9.2(b) below (“Purchase Option”), or (y) consent to the sale of the Buy/Sell Property (or its interest in the Buy/Sell Property) to the Initiating Member at one hundred percent (100%) of the Buy/Sell Price or to a third party for a cash purchase price (before deduction of Selling Expenses) not less than ninety-five percent (95%) of the Buy/Sell Price set forth in the Buy/Sell Notice (“Sale Option”). (b) If the Non-Initiating Member timely gives the Reply Notice electing the Purchase Option, the purchase price for the Initiating Member’s interest in the Buy/Sell Property (the “Initiating Member Purchase Price”) shall be equal to the amount which would be distributed under Section 4.1 to the Initiating Member if (i) the Buy/Sell Property were sold in a hypothetical sale for a net price equal to the Buy/Sell Price, less Selling Expenses, (ii) all of the Company’s (or the applicable Subsidiary’s) liabilities with respect to the Buy/Sell Property were paid, in full, (iii) rents, taxes and other similar items with respect to the Buy/Sell Property were pro-rated, (iv) the applicable Subsidiary was liquidated, and (v) the remaining proceeds were distributed in accordance with Section 4.1. For purposes hereof, Selling Expenses shall mean transfer taxes, survey and title charges, state deed fees, recording fees to clear title, documentary fees and taxes, if incurred and other closing costs customarily incurred by the seller for property that is the subject of this Agreement and apportioned to the seller in accordance with local customs. If the Non-Initiating Member is HSRE, Campus Crest shall promptly provide HSRE with all information regarding the Company which is reasonably available to Campus Crest and necessary to calculate the Initiating Member Purchase Price. If the Non-Initiating Member timely gives the Reply Notice electing the Purchase Option above, the Non-Initiating Member shall be conclusively deemed to have agreed to purchase, and the Initiating Member shall be conclusively deemed to have agreed to sell, the interest of the Initiating Member in the Buy/Sell Property at the Initiating Member Purchase Price. (c) If the Non-Initiating Member timely gives the Reply Notice electing the Sale Option, the Non-Initiating Member shall be deemed to have irrevocably consented to the sale of the Buy/Sell Property for a cash price equal to or greater than ninety-five percent (95%) of the price set forth in the Buy/Sell Notice (it being acknowledged that such proceeds shall be distributed in accordance with Section 4.1 hereof), or if the Initiating Member elects to purchase the interest of the Non-Initiating Member in the Buy/Sell Property, to sell its interest in the Buy/Sell Property to the Initiating Member for a purchase price based on one hundred percent (100%) of the Buy/Sell Price calculated pursuant to Section 9.3 below. If the Non-Initiating Member fails to give a Reply Notice prior to the expiration of the Exercise Period, it shall be conclusively presumed that the Non-Initiating Member has properly elected the Sale Option.

Initiation and Elections. A Member (athe “Initiating Party”) shall initiate the buy/sell procedures of this Article 14, if at all, by delivering to one or more Members (the “Other Party”) a written notice stating that the Initiating Party intends to proceed with this buy/sell procedure (a “Buy/Sell Notice”). The Buy/Sell Notice shall in addition set forth a gross value (without reduction for liabilities) for all of the assets owned by the Company other than cash and cash equivalents (such cash and cash equivalents being referred to herein as “Cash Assets” and such other assets being referred to herein as “Non-Cash Assets”), which assets shall include the Intellectual Property (the “Asset Value”), such value to be determined in the sole discretion of the Initiating Member Party. The Other Party shall have a period of sixty ninety (90) days after the receipt of the Buy/Sell Notice (the “Exercise Period”) within which to notify the Initiating Member Party in writing (the “Reply Notice”) whether the Non-Initiating Member, in its sole discretion, Other Party shall either (x) buy sell to the Initiating Member’s Party its entire interest in the Buy/Sell Property for cash pursuant to Company at a price computed in the manner set forth in Section 9.2(b14.2(a) below (the “Purchase OptionReply Price”), or (y) consent to buy the sale entire interest in the Company of the Initiating Party at a price computed in the manner set forth in Section 14.2(b) (the “Buy/Sell Property (or its interest in the Buy/Sell Property) to the Initiating Member at one hundred percent (100%) of the Buy/Sell Price or to a third party for a cash purchase price (before deduction of Selling Expenses) not less than ninety-five percent (95%) of the Buy/Sell Price set forth in the Buy/Sell Notice (“Sale OptionPrice”). (b) . If the Non-Initiating Member Other Party timely gives the Reply Notice electing the Purchase Option, the purchase price for the Initiating Member’s interest in the Buy/Sell Property (the “Initiating Member Purchase Price”x) shall be equal to the amount which would be distributed under Section 4.1 to the Initiating Member if (i) the Buy/Sell Property were sold in a hypothetical sale for a net price equal to the Buy/Sell Price, less Selling Expenses, (ii) all of the Company’s (or the applicable Subsidiary’s) liabilities with respect to the Buy/Sell Property were paid, in full, (iii) rents, taxes and other similar items with respect to the Buy/Sell Property were pro-rated, (iv) the applicable Subsidiary was liquidated, and (v) the remaining proceeds were distributed in accordance with Section 4.1. For purposes hereof, Selling Expenses shall mean transfer taxes, survey and title charges, state deed fees, recording fees to clear title, documentary fees and taxes, if incurred and other closing costs customarily incurred by the seller for property that is the subject of this Agreement and apportioned to the seller in accordance with local customs. If the Non-Initiating Member is HSRE, Campus Crest shall promptly provide HSRE with all information regarding the Company which is reasonably available to Campus Crest and necessary to calculate the Initiating Member Purchase Price. If the Non-Initiating Member timely gives the Reply Notice electing the Purchase Option above, the Non-Initiating Member Party shall be conclusively deemed to have agreed to purchase, and the Initiating Member Other Party shall be conclusively deemed to have agreed to sell, the entire interest in the Company of the Initiating Member in the Buy/Sell Property Other Party at the Initiating Member Purchase Reply Price. (c) . If the Non-Initiating Member Other Party timely gives the Reply Notice electing the Sale Option(y) above, the Non-Initiating Member Party shall be conclusively deemed to have irrevocably consented agreed to sell, and the sale of the Buy/Sell Property for a cash price equal to or greater than ninety-five percent (95%) of the price set forth in the Buy/Sell Notice (it being acknowledged that such proceeds Other Party shall be distributed in accordance with Section 4.1 hereof)conclusively deemed to have agreed to purchase, or if the Initiating Member elects to purchase the interest of the Non-Initiating Member in the Buy/Sell Property, to sell its entire interest in the Buy/Sell Property to Company of the Initiating Member for a purchase price based on one hundred percent (100%) of Party at the Buy/Sell Price calculated pursuant to Section 9.3 below. If the Non-Initiating Member fails to give a Reply Notice prior to the expiration of the Exercise Period, it shall be conclusively presumed that the Non-Initiating Member has properly elected the Sale Option.Buy/

Initiation and Elections. (a) The Non-Initiating Member shall have a period of sixty forty-five days after the receipt of the Buy/Sell Notice (the “Exercise Period”) within which to notify the Initiating Member in writing (the “Reply Notice”) whether the Non-Initiating Member, in its sole discretion, shall either (x) buy the entire Membership Interest of the Initiating Member’s interest in the Buy/Sell Property Member for cash pursuant to Section 9.2(b) below (“Purchase Option”), or (y) consent to the sale of all of the Buy/Sell Property Properties (or its ownership interest in the Buy/Sell PropertyCompany) to the Initiating Member at one hundred percent (100%) of the Buy/Sell Price or to a third party for a cash purchase price (before deduction of Selling Expenses) not less than ninety-five percent (95%) of the Buy/Sell Price set forth in the Buy/Sell Notice (“Sale Option”). (b) If the Non-Initiating Member timely gives the Reply Notice electing the Purchase Option, the purchase price for the Initiating Member’s interest in the Buy/Sell Property Membership Interest (the “Initiating Member Purchase Price”) shall be equal to the amount which would be distributed under Section 4.1 to the Initiating Member if (i) the Buy/Sell Property Properties were sold in a hypothetical sale for a net price equal to the Buy/Sell Price, less Selling Expenses, (ii) all of the Company’s (or the applicable Subsidiary’s) liabilities with respect to the Buy/Sell Property were paid, in full, (iii) rents, taxes and other similar items with respect to the Buy/Sell Property were pro-rated, (iv) the applicable Subsidiary Company was liquidated, and (v) the remaining proceeds were distributed in accordance with Section 4.1. For purposes hereof, Selling Expenses shall mean transfer taxes, survey and title charges, state deed fees, recording fees to clear title, documentary fees and taxes, if incurred and other closing costs customarily incurred by the seller for property that is the subject of this Agreement and apportioned to the seller in accordance with local customs. If the Non-Initiating Member is HSRE, Campus Crest shall promptly provide HSRE with all information regarding the Company which is reasonably available to Campus Crest and necessary to calculate the Initiating Member Purchase Price. If the Non-Initiating Member timely gives the Reply Notice electing the Purchase Option above, the Non-Initiating Member shall be conclusively deemed to have agreed to purchase, and the Initiating Member shall be conclusively deemed to have agreed to sell, the interest entire Membership Interest in the Company of the Initiating Member in the Buy/Sell Property at the Initiating Member Purchase Price. (c) If the Non-Initiating Member timely gives the Reply Notice electing the Sale Option, the Non-Initiating Member shall be deemed to have irrevocably consented to the sale of the Buy/Sell Property Properties for a cash price equal to or greater than ninety-five percent (95%) of the price set forth in the Buy/Sell Notice (it being acknowledged that such proceeds shall be distributed in accordance with Section 4.1 hereof), or if the Initiating Member elects to purchase the interest Membership Interest of the Non-Initiating Member in the Buy/Sell PropertyMember, to sell its interest in the Buy/Sell Property Membership Interest to the Initiating Member for a purchase price based on one hundred percent (100%) of the Buy/Sell Price calculated pursuant to Section 9.3 below. If the Non-Initiating Member fails to give a Reply Notice prior to the expiration of the Exercise Period, it shall be conclusively presumed that the Non-Initiating Member has properly elected the Sale Option.

Initiation and Elections. A Member (athe “Initiating Party”) shall initiate the buy/sell procedures of this Article 14, if at all, by delivering to either NOX (if the Initiating Party is an Investor) or to either Investor (if the Initiating Party is NOX) (the “Other Party”) a written notice stating that the Initiating Party intends to proceed with this buy/sell procedure (a “Buy/Sell Notice”). The Buy/Sell Notice shall in addition set forth a gross value (without reduction for liabilities) for all of the assets owned by the Company other than cash and cash equivalents (such cash and cash equivalents being referred to herein as “Cash Assets” and such other assets being referred to herein as “Non-Cash Assets”), which assets shall include the Intellectual Property (the “Asset Value”), such value to be determined in the sole discretion of the Initiating Member Party. The Other Party shall have a period of sixty ninety (90) days after the receipt of the Buy/Sell Notice (the “Exercise Period”) within which to notify the Initiating Member Party in writing (the “Reply Notice”) whether the Non-Initiating Member, in its sole discretion, Other Party shall either (x) buy sell to the Initiating Member’s Party its entire interest in the Buy/Sell Property for cash pursuant to Company at a price computed in the manner set forth in Section 9.2(b14.2(a) below (the “Purchase OptionReply Price”), or (y) consent to buy the sale entire interest in the Company of the Initiating Party at a price computed in the manner set forth in Section 14.2(b) (the “Buy/Sell Property (or its interest in the Buy/Sell Property) to the Initiating Member at one hundred percent (100%) of the Buy/Sell Price or to a third party for a cash purchase price (before deduction of Selling Expenses) not less than ninety-five percent (95%) of the Buy/Sell Price set forth in the Buy/Sell Notice (“Sale OptionPrice”). (b) . If the Non-Initiating Member Other Party timely gives the Reply Notice electing the Purchase Option, the purchase price for the Initiating Member’s interest in the Buy/Sell Property (the “Initiating Member Purchase Price”x) shall be equal to the amount which would be distributed under Section 4.1 to the Initiating Member if (i) the Buy/Sell Property were sold in a hypothetical sale for a net price equal to the Buy/Sell Price, less Selling Expenses, (ii) all of the Company’s (or the applicable Subsidiary’s) liabilities with respect to the Buy/Sell Property were paid, in full, (iii) rents, taxes and other similar items with respect to the Buy/Sell Property were pro-rated, (iv) the applicable Subsidiary was liquidated, and (v) the remaining proceeds were distributed in accordance with Section 4.1. For purposes hereof, Selling Expenses shall mean transfer taxes, survey and title charges, state deed fees, recording fees to clear title, documentary fees and taxes, if incurred and other closing costs customarily incurred by the seller for property that is the subject of this Agreement and apportioned to the seller in accordance with local customs. If the Non-Initiating Member is HSRE, Campus Crest shall promptly provide HSRE with all information regarding the Company which is reasonably available to Campus Crest and necessary to calculate the Initiating Member Purchase Price. If the Non-Initiating Member timely gives the Reply Notice electing the Purchase Option above, the Non-Initiating Member Party shall be conclusively deemed to have agreed to purchase, and the Initiating Member Other Party shall be conclusively deemed to have agreed to sell, the entire interest in the Company of the Initiating Member in the Buy/Sell Property Other Party at the Initiating Member Purchase Reply Price. (c) . If the Non-Initiating Member Other Party timely gives the Reply Notice electing the Sale Option(y) above, the Non-Initiating Member Party shall be conclusively deemed to have irrevocably consented agreed to sell, and the sale Other Party shall be conclusively deemed to have agreed to purchase, the entire interest in the Company of the Initiating Party at the Buy/Sell Property for a cash price equal to or greater than ninety-five percent (95%) of the price set forth in the Buy/Sell Notice (it being acknowledged that such proceeds shall be distributed in accordance with Section 4.1 hereof), or if the Initiating Member elects to purchase the interest of the Non-Initiating Member in the Buy/Sell Property, to sell its interest in the Buy/Sell Property to the Initiating Member for a purchase price based on one hundred percent (100%) of the Buy/Sell Price calculated pursuant to Section 9.3 belowPrice. If the Non-Initiating Member Other Party fails to give a Reply Notice prior to the expiration of the Exercise Period, it shall be conclusively presumed that the Non-Initiating Member Other Party has properly elected the Sale Option(x) above.

Initiation and Elections. (a) The Non-Initiating Member shall have a period of sixty days after the receipt of the Buy/Sell Notice (the “Exercise Period”) within which to notify the Initiating Member in writing (the “Reply Notice”) whether the Non-Initiating Member, in its sole discretion, shall either (x) buy the Initiating Member’s interest in the Buy/Sell Property for cash pursuant to Section 9.2(b) below (“Purchase Option”), or (y) consent to the sale of the Buy/Sell Property (or its interest in the Buy/Sell Property) to the Initiating Member at one hundred percent (100%) of the Buy/Sell Price or to a third party for a cash purchase price (before deduction of Selling Expenses) not less than ninety-five percent (95%) of the Buy/Sell Price set forth in the Buy/Sell Notice (“Sale Option”). (b) If the Non-Initiating Member timely gives the Reply Notice electing the Purchase Option, the purchase price for the Initiating Member’s interest in the Buy/Sell Property (the “Initiating Member Purchase Price”) shall be equal to the amount which would be distributed under Section 4.1 to the Initiating Member if (i) the Buy/Sell Property were sold in a hypothetical sale for a net price equal to the Buy/Sell Price, less Selling Expenses, (ii) all of the Company’s (or the applicable Subsidiary’s) liabilities with respect to the Buy/Sell Property were paid, in full, (iii) rents, taxes and other similar items with respect to the Buy/Sell Property were pro-rated, (iv) the applicable Subsidiary was liquidated, and (v) the remaining proceeds were distributed in accordance with Section 4.1. For purposes hereof, Selling Expenses shall mean transfer taxes, survey and title charges, state deed fees, recording fees to clear title, documentary fees and taxes, if incurred and other closing costs customarily incurred by the seller for property that is the subject of this Agreement and apportioned to the seller in accordance with local customs. If the Non-Initiating Member is HSRE, Campus Crest shall promptly provide HSRE with all information regarding the Company which is reasonably available to Campus Crest and necessary to calculate the Initiating Member Purchase Price. If the Non-Initiating Member timely gives the Reply Notice electing the Purchase Option above, the Non-Initiating Member shall be conclusively deemed to have agreed to purchase, and the Initiating Member shall be conclusively deemed to have agreed to sell, the interest of the Initiating Member in the Buy/Sell Property at the Initiating Member Purchase Price. (c) If the Non-Initiating Member timely gives the Reply Notice electing the Sale Option, the Non-Initiating Member shall be deemed to have irrevocably consented to the sale of the Buy/Sell Property for a cash price equal to or greater than ninety-five percent (95%) of the price set forth in the Buy/Sell Notice (it being acknowledged that such proceeds shall be distributed in accordance with Section 4.1 hereof), or if the Initiating Member elects to purchase the interest of the Non-Initiating Member in the Buy/Sell Property, to sell its interest in the Buy/Sell Property to the Initiating Member for 39 (a) If the Initiating Member delivers a Buy-Sell Notice and the Non-Initiating Member elects (or is deemed to have elected) the Sale Option, then the Initiating Member shall have the obligation to either (i) during the ninety (90) day period (“Sale Period”) following the exercise or deemed exercise of the Sale Option to take all steps reasonably necessary to complete the sale of the Buy/Sell Property to a third party for a cash price equal to or greater than ninety-five percent (95%) of the Buy/Sell Price and on terms deemed satisfactory to the Initiating Member in its sole discretion; provided, however, that in no event shall the Initiating Member have the right to execute on behalf of the Company any contract or documentation imposing personal liability on any Member or Affiliate thereof or indemnifying the purchaser for any breaches of covenants, representations or warranties of the Company beyond one year after the date of sale or the expiration of the relevant statute of limitations, as applicable, or (ii) during the sixty (60) day period following the exercise or deemed exercise of the Sale Option to deliver written notice to the Non-Initiating Member stating its intention to purchase the interest of the Non-Initiating Member in the Buy/Sell Property for a cash price based on (the “Non-Initiating Member Purchase Price”) equal to the amount which would be distributed under Section 4.1 to the Non-Initiating Member if the Buy/Sell Property was sold at one hundred percent (100%) of the price set forth in the Buy/Sell Price calculated pursuant Notice (and all of the Company’s liabilities with respect to Section 9.3 below. the Buy/Sell Property were paid, in full, and rents, taxes and other similar items were pro-rated, and the Company was liquidated). (b) If the Initiating Member delivers written notice to the Non-Initiating Member fails electing to give a Reply Notice prior to purchase the expiration of the Exercise Period, it shall be conclusively presumed that interest the Non-Initiating Member has properly elected in the Sale OptionBuy/Sell Property, upon delivery of such notice, the Initiating Member shall be obligated to purchase the interest the Non-Initiating Member in the Buy/Sell Property and the Non-Initiating Member shall be obligated to sell its interest in the Buy/Sell Property to the Initiating Member for a cash price equal to the Non-Initiating Member Purchase Price. (c) Any marketing of the Buy/Sell Property shall be done in a commercially reasonable manner, and in the event the Initiating Member causes the Company or the Members to enter into any term sheet, letter of intent or contract for the sale of the Buy/Sell Property, any such document shall include customary confidentiality provisions requiring the third party to keep information regarding the Company confidential and prohibiting the disclosure of any information relating to the Company to any person other than its attorneys, advisors, representatives and lenders.

Initiation and Elections. A Member (athe “Initiating Party”) shall initiate the buy/sell procedures of this Article 14, if at all, by delivering to one or more Members (the “Other Party”) a written notice stating that the Initiating Party intends to proceed with this buy/sell procedure (a “Buy/Sell Notice”). The Buy/Sell Notice shall in addition set forth a gross value (without reduction for liabilities) for all of the assets owned by the Company other than cash and cash equivalents (such cash and cash equivalents being referred to herein as “Cash Assets” and such other assets being referred to herein as “Non-Cash Assets”), which assets shall include the Intellectual Property (the “Asset Value”), such value to be determined in the sole discretion of the Initiating Member Party. The Other Party shall have a period of sixty ninety (90) days after the receipt of the Buy/Sell Notice (the “Exercise Period”) within which to notify the Initiating Member Party in writing (the “Reply Notice”) whether the Non-Initiating Member, in its sole discretion, Other Party shall either (x) buy sell to the Initiating Member’s Party its entire interest in the Buy/Sell Property for cash pursuant to Company at a price computed in the manner set forth in Section 9.2(b14.2(a) below (the “Purchase OptionReply Price”), or (y) consent to buy the sale entire interest in the Company of the Initiating Party at a price computed in the manner set forth in Section 14.2(b) (the “Buy/Sell Property (or its interest in the Buy/Sell Property) to the Initiating Member at one hundred percent (100%) of the Buy/Sell Price or to a third party for a cash purchase price (before deduction of Selling Expenses) not less than ninety-five percent (95%) of the Buy/Sell Price set forth in the Buy/Sell Notice (“Sale OptionPrice”). (b) . If the Non-Initiating Member Other Party timely gives the Reply Notice electing the Purchase Option, the purchase price for the Initiating Member’s interest in the Buy/Sell Property (the “Initiating Member Purchase Price”x) shall be equal to the amount which would be distributed under Section 4.1 to the Initiating Member if (i) the Buy/Sell Property were sold in a hypothetical sale for a net price equal to the Buy/Sell Price, less Selling Expenses, (ii) all of the Company’s (or the applicable Subsidiary’s) liabilities with respect to the Buy/Sell Property were paid, in full, (iii) rents, taxes and other similar items with respect to the Buy/Sell Property were pro-rated, (iv) the applicable Subsidiary was liquidated, and (v) the remaining proceeds were distributed in accordance with Section 4.1. For purposes hereof, Selling Expenses shall mean transfer taxes, survey and title charges, state deed fees, recording fees to clear title, documentary fees and taxes, if incurred and other closing costs customarily incurred by the seller for property that is the subject of this Agreement and apportioned to the seller in accordance with local customs. If the Non-Initiating Member is HSRE, Campus Crest shall promptly provide HSRE with all information regarding the Company which is reasonably available to Campus Crest and necessary to calculate the Initiating Member Purchase Price. If the Non-Initiating Member timely gives the Reply Notice electing the Purchase Option above, the Non-Initiating Member Party shall be conclusively deemed to have agreed to purchase, and the Initiating Member Other Party shall be conclusively deemed to have agreed to sell, the entire interest in the Company of the Initiating Member in the Buy/Sell Property Other Party at the Initiating Member Purchase Reply Price. (c) . If the Non-Initiating Member Other Party timely gives the Reply Notice electing the Sale Option(y) above, the Non-Initiating Member Party shall be conclusively deemed to have irrevocably consented agreed to sell, and the sale Other Party shall be conclusively deemed to have agreed to purchase, the entire interest in the Company of the Initiating Party at the Buy/Sell Property for a cash price equal to or greater than ninety-five percent (95%) of the price set forth in the Buy/Sell Notice (it being acknowledged that such proceeds shall be distributed in accordance with Section 4.1 hereof), or if the Initiating Member elects to purchase the interest of the Non-Initiating Member in the Buy/Sell Property, to sell its interest in the Buy/Sell Property to the Initiating Member for a purchase price based on one hundred percent (100%) of the Buy/Sell Price calculated pursuant to Section 9.3 belowPrice. If the Non-Initiating Member Other Party fails to give a Reply Notice prior to the expiration of the Exercise Period, it shall be conclusively presumed that the Non-Initiating Member Other Party has properly elected the Sale Option(x) above.

Initiation and Elections. If a Partner or Partners have the right to initiate the buy/sell procedures of this Section 9.7, such Partner or Partners (athe “Initiating Party”) shall do so, if at all, by delivering to the other of PECO-ARC and the Sub-Advisor as a group, on the one hand, and the CBREI Investors as a group, on the other hand (the “Other Party”) a written notice stating that the Initiating Party intends to proceed with this buy/sell procedure (a “Buy/Sell Notice”). The Non-Buy/Sell Notice shall in addition set forth an aggregate value, without reduction for liabilities, for all of the real property and tangible personal property owned by the Partnership, the Subsidiary REIT and the Property Entities (the “Tangible Property Value”), such value and such allocation to be determined in the sole discretion of the Initiating Member Party. If a Partner delivers a Buy/Sell Notice, then the Partnership shall not undertake the Major Decision that is the subject of the applicable Deadlock Notice until after the purchase and sale under this Section 9.7 has closed. The Other Party shall have a period of sixty 60 days after the receipt of the Buy/Sell Notice (the “Exercise Period”) within which to notify the Initiating Member Party in writing (the “Reply Notice”) whether the Non-Initiating Member, in its sole discretion, Other Party shall either (x) buy sell to the Initiating Member’s interest Party all of its Interest in the Buy/Sell Property for cash pursuant to Partnership at a price computed in the manner set forth in Section 9.2(b) below (“Purchase Option”), 9.7.2.1 or (y) consent to buy the sale entire Interest in the Partnership of the Buy/Sell Property (or its interest Initiating Party at a price computed in the Buy/Sell Property) manner set forth in Section 9.7.2.1. During the Exercise Period, the Other Party may consult with the Accountants to obtain estimates of the Initiating Member at one hundred percent (100%) of Reply Price and the Buy/Sell Price or to a third party for a cash purchase price (before deduction of Selling Expenses) not less than ninety-five percent (95%) of and regarding any other matters the Buy/Sell Price set forth in the Buy/Sell Notice (“Sale Option”). (b) Other Party considers relevant. If the Non-Initiating Member Other Party timely gives the Reply Notice electing the Purchase Option, the purchase price for the Initiating Member’s interest in the Buy/Sell Property (the “Initiating Member Purchase Price”x) shall be equal to the amount which would be distributed under Section 4.1 to the Initiating Member if (i) the Buy/Sell Property were sold in a hypothetical sale for a net price equal to the Buy/Sell Price, less Selling Expenses, (ii) all of the Company’s (or the applicable Subsidiary’s) liabilities with respect to the Buy/Sell Property were paid, in full, (iii) rents, taxes and other similar items with respect to the Buy/Sell Property were pro-rated, (iv) the applicable Subsidiary was liquidated, and (v) the remaining proceeds were distributed in accordance with Section 4.1. For purposes hereof, Selling Expenses shall mean transfer taxes, survey and title charges, state deed fees, recording fees to clear title, documentary fees and taxes, if incurred and other closing costs customarily incurred by the seller for property that is the subject of this Agreement and apportioned to the seller in accordance with local customs. If the Non-Initiating Member is HSRE, Campus Crest shall promptly provide HSRE with all information regarding the Company which is reasonably available to Campus Crest and necessary to calculate the Initiating Member Purchase Price. If the Non-Initiating Member timely gives the Reply Notice electing the Purchase Option above, the Non-Initiating Member Party shall be conclusively deemed to have agreed to purchase, and the Initiating Member Other Party shall be conclusively deemed to have agreed to sell, the interest entire Interest of the Initiating Member in the Buy/Sell Property Other Party at the Initiating Member Purchase Priceprice computed under Section 9.7.2. (c) 1. If the Non-Initiating Member Other Party timely gives the Reply Notice electing the Sale Option(y) above, the Non-Initiating Member Party shall be conclusively deemed to have irrevocably consented agreed to sell, and the sale Other Party shall be conclusively deemed to have agreed to purchase, the entire Interest of the Buy/Sell Property for a cash price equal to or greater than ninety-five percent (95%) of Initiating Party at the price set forth in the Buy/Sell Notice (it being acknowledged that such proceeds shall be distributed in accordance with computed under Section 4.1 hereof), or if the Initiating Member elects to purchase the interest of the Non-Initiating Member in the Buy/Sell Property, to sell its interest in the Buy/Sell Property to the Initiating Member for a purchase price based on one hundred percent (100%) of the Buy/Sell Price calculated pursuant to Section 9.3 below9. 7.2.1. If the Non-Initiating Member Other Party fails to give a Reply Notice prior to the expiration of the Exercise Period, it the Other Party shall be conclusively presumed that the Non-Initiating Member has deemed to have properly elected the Sale Option(x) above.

Initiation and Elections. (a) The Non-Initiating Member shall have a period of sixty forty-five days after the receipt of the Buy/Sell Notice (the “Exercise Period”) within which to notify the Initiating Member in writing (the “Reply Notice”) whether the Non-Initiating Member, in its sole discretion, shall either (x) buy the Initiating Member’s interest in the Buy/Sell Property for cash pursuant to Section 9.2(b) below (“Purchase Option”), or (y) consent to the sale of the Buy/Sell Property (or its interest in the Buy/Sell Property) to the Initiating Member at one hundred percent (100%) of the Buy/Sell Price or to a third party for a cash purchase price (before deduction of Selling Expenses) not less than ninety-five percent (95%) of the Buy/Sell Price set forth in the Buy/Sell Notice (“Sale Option”). (b) If the Non-Initiating Member timely gives the Reply Notice electing the Purchase Option, the purchase price for the Initiating Member’s interest in the Buy/Sell Property (the “Initiating Member Purchase Price”) shall be equal to the amount which would be distributed under Section 4.1 to the Initiating Member if (i) the Buy/Sell Property were sold in a hypothetical sale for a net price equal to the Buy/Sell Price, less Selling Expenses, (ii) all of the Company’s (or the applicable Subsidiary’s) liabilities with respect to the Buy/Sell Property were paid, in full, (iii) rents, taxes and other similar items with respect to the Buy/Sell Property were pro-rated, (iv) the applicable Subsidiary was liquidated, and (v) the remaining proceeds were distributed in accordance with Section 4.1. For purposes hereof, Selling Expenses shall mean transfer taxes, survey and title charges, state deed fees, recording fees to clear title, documentary fees and taxes, if incurred and other closing costs customarily incurred by the seller for property that is the subject of this Agreement and apportioned to the seller in accordance with local customs. If the Non-Initiating Member is HSRE, Campus Crest shall promptly provide HSRE with all information regarding the Company which is reasonably available to Campus Crest and necessary to calculate the Initiating Member Purchase Price. If the Non-Initiating Member timely gives the Reply Notice electing the Purchase Option above, the Non-Initiating Member shall be conclusively deemed to have agreed to purchase, and the Initiating Member shall be conclusively deemed to have agreed to sell, the interest of the Initiating Member in the Buy/Sell Property at the Initiating Member Purchase Price. (c) If the Non-Initiating Member timely gives the Reply Notice electing the Sale Option, the Non-Initiating Member shall be deemed to have irrevocably consented to the sale of the Buy/Sell Property for a cash price equal to or greater than ninety-five percent (95%) of the price set forth in the Buy/Sell Notice (it being acknowledged that such proceeds shall be distributed in accordance with Section 4.1 hereof), or if the Initiating Member elects to purchase the interest of the Non-Initiating Member in the Buy/Sell Property, to sell its interest in the Buy/Sell Property to the Initiating Member for a purchase price based on one hundred percent (100%) of the Buy/Sell Price calculated pursuant to Section 9.3 below. If the Non-Initiating Member fails to give a Reply Notice prior to the expiration of the Exercise Period, it shall be conclusively presumed that the Non-Initiating Member has properly elected the Sale Option.