Common use of Right to Cause Sale of Property Clause in Contracts

Right to Cause Sale of Property. (a) CNL may, at any time after the date that is twenty-four (24) months after Completion of the Project, cause the direct or indirect sale or other transfer by the Company of the Property, subject to the terms of this Section 10.6. Woodfield shall cooperate with any such sale or other transfer. (b) Notwithstanding anything to the contrary contained in this Agreement, at any time when the Property is being actively marketed pursuant to this Section 10.6, the Managing Member shall suspend all marketing efforts, negotiations or other actions which may have been commenced with respect to a sale of its Entire Interest, except for any sale approved by CNL. (c) Prior to the exercise of its right as set forth in Section 10.6(a), CNL must give notice (the “Sale Notice”) to the other Members (i) of CNL’s intention to pursue the sale of the Property at a specified cash price (the “Stated Price”) and (ii) offering to sell its Entire Interest in the Company to any Member at a specified price (equal to the amount that would be distributable or payable to CNL under Section 4.5(d) and Section 9.4, including payment of all Member Loans to the Company from CNL, if the Property were sold for an amount equal to the Stated Price (the “CNL Price”) and specifying all other material terms and conditions of the contemplated sale. CNL shall have the right to obtain, at the Company’s expense, a tax opinion from recognized tax counsel as to the federal income tax consequences of any proposed sale. (d) If CNL has forwarded a copy of the Sale Notice to the Members, each Member shall, within forty-five (45) days after receiving a copy of the Sale Notice, elect one of the following options: (i) notify CNL in writing that such Member has no objection to CNL marketing the Property, and if all Members so notify CNL, then CNL may cause the Company to market and sell the Property, provided that (A) the price obtained for the Property is at least ninety-five percent (95%) of the Stated Price, (B) the contract to acquire the Property is executed within six (6) months following CNL’s receipt of the second of the Members’ responses under this item (i) or any deemed election pursuant to item (ii) below not to purchase CNL’s Entire Interest pursuant to such item (ii), and (C) the outside closing date under such contract is no later than ninety (90) days after the date of execution of such contract; or (ii) notify CNL in writing of such Member’s election to purchase CNL’s Entire Interest upon the same terms and conditions contained in the Sale Notice, except that the price to be paid to CNL for its Entire Interest shall be equal to the CNL Price. Such notification shall be accompanied by a deposit in an amount equal to five percent (5%) of the CNL Price (such amount, together with any interest earned thereon, being hereinafter called the “CNL Sale Deposit”), which amount shall be non-refundable, unless the purchase and sale pursuant to this Section 10.6(d)(ii) does not close due to the default of CNL. Notice of such Member’s election to purchase shall be addressed to CNL and shall set forth the place of closing which, unless the Members shall otherwise agree, shall be at the office of the Company, during usual business hours within sixty (60) days after the date of the giving of the applicable notice of election to CNL. The CNL Sale Deposit shall be credited against the total purchase price for the Entire Interest being purchased pursuant to this Section 10.6(d); provided, however, that, if the closing shall fail to occur because of a default by the purchasing Member, CNL shall have the right to elect, as its sole and exclusive remedy, to retain the CNL Sale Deposit as liquidated damages, it being agreed that in such instance CNL’s actual damages would be difficult, if not impossible, to ascertain, or to exercise its rights under Section 10.8. If a Member shall not have given notice to CNL of its election to purchase CNL’s Entire Interest within the forty-five (45) day notice period, such Member shall be deemed to have exercised the option provided in subsection (i) above. (e) In connection with the sale of CNL’s Entire Interest to a Member pursuant to this Section 10.6, the provisions of Section 10.8 shall be applicable to such sale. (f) If a proposed sale of the Property is not consummated in accordance with the terms of this Section, all the provisions of this Section 10.6 shall apply to any subsequent proposed sale of the Property. (g) In the event that Woodfield timely exercises the right to purchase CNL’s Entire Interest pursuant to Section 10.6(d)(ii), Woodfield shall have the sole right to consummate such transaction and to purchase CNL’s Entire Interest. (h) For purposes of this Section 10.6, all references to a “Member “shall mean Woodfield or CNL as the context permits and all references to “the Members” shall mean Woodfield and CNL.

Right to Cause Sale of Property. (a) CNL may, at any time after the date that is twenty-four (24) months after Completion of the Project, cause the direct or indirect sale or other transfer by the Company of the Property, subject to the terms of this Section 10.6. Woodfield LMI shall cooperate with any such sale or other transfer. (b) Notwithstanding anything to the contrary contained in this Agreement, at any time when the Property is being actively marketed pursuant to this Section 10.6, the Managing Member shall suspend all marketing efforts, negotiations or other actions which may have been commenced with respect to a sale of its Entire Interest, except for any sale approved by CNL. (c) Prior to the exercise of its right as set forth in Section 10.6(a), CNL must give notice (the “Sale Notice”) to the other Members (i) of CNL’s intention to pursue the sale of the Property at a specified cash price (the “Stated Price”) and (ii) offering to sell its Entire Interest in the Company to any Member at a specified price (equal to the amount that would be distributable or payable to CNL under Section 4.5(d) and Section 9.4, including payment of all Member Loans to the Company from CNL, if the Property were sold for an amount equal to the Stated Price (the “CNL Price”) and specifying all other material terms and conditions of the contemplated sale. CNL shall have the right to obtain, at the Company’s expense, a tax opinion from recognized tax counsel as to the federal income tax consequences of any proposed sale. (d) If CNL has forwarded a copy of the Sale Notice to the Members, each Member shall, within forty-five (45) days after receiving a copy of the Sale Notice, elect one of the following options: (i) notify CNL in writing that such Member has no objection to CNL marketing the Property, and if all Members so notify CNL, then CNL may cause the Company to market and sell the Property, provided that (A) the price obtained for the Property is at least ninety-five percent (95%) of the Stated Price, (B) the contract to acquire the Property is executed within six (6) months following CNL’s receipt of the second of the Members’ responses under this item (i) or any deemed election pursuant to item (ii) below not to purchase CNL’s Entire Interest pursuant to such item (ii), and (C) the outside closing date under such contract is no later than ninety (90) days after the date of execution of such contract; or (ii) notify CNL in writing of such Member’s election to purchase CNL’s Entire Interest upon the same terms and conditions contained in the Sale Notice, except that the price to be paid to CNL for its Entire Interest shall be equal to the CNL Price. Such notification shall be accompanied by a deposit in an amount equal to five percent (5%) of the CNL Price (such amount, together with any interest earned thereon, being hereinafter called the “CNL Sale Deposit”), which amount shall be non-refundable, unless the purchase and sale pursuant to this Section 10.6(d)(ii) does not close due to the default of CNL. Notice of such Member’s election to purchase shall be addressed to CNL and shall set forth the place of closing which, unless the Members shall otherwise agree, shall be at the office of the Company, during usual business hours within sixty (60) days after the date of the giving of the applicable notice of election to CNL. The CNL Sale Deposit shall be credited against the total purchase price for the Entire Interest being purchased pursuant to this Section 10.6(d); provided, however, that, if the closing shall fail to occur because of a default by the purchasing Member, CNL shall have the right to elect, as its sole and exclusive remedy, to retain the CNL Sale Deposit as liquidated damages, it being agreed that in such instance CNL’s actual damages would be difficult, if not impossible, to ascertain, or to exercise its rights under Section 10.8. If a Member shall not have given notice to CNL of its election to purchase CNL’s Entire Interest within the forty-five (45) day notice period, such Member shall be deemed to have exercised the option provided in subsection (i) above. (e) In connection with the sale of CNL’s Entire Interest to a Member pursuant to this Section 10.6, the provisions of Section 10.8 shall be applicable to such sale. (f) If a proposed sale of the Property is not consummated in accordance with the terms of this Section, all the provisions of this Section 10.6 shall apply to any subsequent proposed sale of the Property. (g) In the event that Woodfield LMI timely exercises the right to purchase CNL’s Entire Interest pursuant to Section 10.6(d)(ii), Woodfield LMI shall have the sole right to consummate such transaction and to purchase CNL’s Entire Interest. (h) For purposes of this Section 10.6, all references to a “Member “shall mean Woodfield LMI or CNL as the context permits and all references to “the Members” shall mean Woodfield LMI and CNL.

Right to Cause Sale of Property. (a) CNL Prudential may, at any time after time, require the date that is twenty-four (24) months after Completion of the Project, cause the direct or indirect sale or other transfer by the Company of all or any portion of the Property, subject to Property (the terms of this Section 10.6. Woodfield shall cooperate with any such Property designated by Prudential for sale or other transfer, collectively, the “10.6 Sale Property”). (b) Notwithstanding anything to the contrary contained in this Agreement, at At any time when all or any portion of the Property is being actively marketed pursuant to this Section 10.6, (i) Extra Space’s right to sell its Entire Interest pursuant to the Managing Member terms of Section 10.2 or exercise its rights under Section 10.7 shall be suspended, and (ii) Extra Space shall suspend all marketing efforts, efforts or negotiations or other actions which may have been commenced with respect to a sale of its Entire Interest, except for any sale approved by CNL. (c) Prior to the exercise of its right as set forth in Section 10.6(a), CNL Prudential must give notice (the “Sale Notice”) to the other Members Extra Space of (i) of CNLPrudential’s intention to pursue request the sale of the 10.6 Sale Property at a specified cash price (the “Stated Price”) ), and (ii) (A) if the 10.6 Sale Property consists of all of the Property, offering to sell its Entire Interest in the Company to any Member at a specified price (equal to Extra Space for the amount that would be distributable or payable to CNL Prudential under Section 4.5(d) and Section 9.4, including payment this Agreement if all of all Member Loans to the Company from CNL, if the Property were sold for an amount equal to the Stated Price (the “CNL Price”) and specifying on all other material relevant terms and conditions conditions, or (B) if the 10.6 Sale Property consists of less than all of the contemplated sale. CNL shall have Property, offering to cause the right Company to obtain, at sell the Company’s expense, a tax opinion from recognized tax counsel as 10.6 Sale Property to Extra Space for the federal income tax consequences of any proposed saleStated Price and on all other relevant terms and conditions. (d) If CNL Prudential has forwarded a copy of delivered the Sale Notice to the MembersExtra Space, each Member shallExtra Space may, within fortyseventy-five (4575) days after receiving a copy of the Sale Notice, elect one (1) of the two (2) following options: (i) If the 10.6 Sale Property consists of less than all of the Property, (A) notify CNL in writing Prudential that such Member Extra Space has no objection to CNL marketing Prudential selling the 10.6 Sale Property, and if all Members so notify CNL, then CNL in which event Prudential may cause the Company to market with real estate brokers selected by Prudential and sell the 10.6 Sale Property, provided that (A) the price obtained for the 10.6 Sale Property is at least ninety-five percent (95%) of the Stated PricePrice and a purchase and sale or similar agreement for the sale or transfer of the 10.6 Sale Property is entered into within one hundred eighty (180) days of Prudential’s receipt of Extra Space’s notification under this Section 10.6(d)(i)(A). If a purchase and sale or similar agreement for such sale or transfer is not entered into within such one hundred eighty (180) day-period, the terms of Sections 10.6(c) and (d) shall again be applicable; or (B) the contract notify Prudential that Extra Space elects to acquire the Property is executed within six (6) months following CNL’s receipt purchase all of the second of 10.6 Sale Property on the Members’ responses under this item (i) or any deemed election pursuant to item (ii) below not to purchase CNL’s Entire Interest pursuant to such item (ii), terms and (C) conditions set forth in the outside closing date under such contract is no later than ninety (90) days after the date of execution of such contractSale Notice; or (ii) if the 10.6 Sale Property consists of all of the Property, (A) notify CNL in writing Prudential of such MemberExtra Space’s election to purchase CNLPrudential’s Entire Interest upon the same terms and conditions contained in the Sale NoticeNotice (which, except that the price as to be paid to CNL for its Entire Interest shall be equal to the CNL Price. Such notification shall be accompanied by a deposit in price, means an amount equal to five percent (5%) of the CNL Price (such amount, together with any interest earned thereon, being hereinafter called the “CNL Sale Deposit”), which amount shall be non-refundable, unless the purchase and sale pursuant to this Section 10.6(d)(ii) does not close due to the default of CNL. Notice of such Member’s election to purchase shall be addressed to CNL and shall set forth the place of closing which, unless the Members shall otherwise agree, shall be at the office of the Company, during usual business hours within sixty (60) days after the date of the giving of the applicable notice of election to CNL. The CNL Sale Deposit shall be credited against the total purchase price for the Entire Interest being purchased pursuant to this Section 10.6(d); provided, however, that, if the closing shall fail to occur because of a default by the purchasing Member, CNL shall have the right to elect, as its sole and exclusive remedy, to retain the CNL Sale Deposit as liquidated damages, it being agreed sum that in such instance CNL’s actual damages would be difficult, if not impossible, distributable to ascertain, or to exercise its rights Prudential under Section 10.8. If a Member shall not have given notice to CNL of its election to purchase CNL’s Entire Interest within the forty-five (45) day notice period, such Member shall be deemed to have exercised the option provided in subsection (i) above. (e) In connection with the sale of CNL’s Entire Interest to a Member pursuant to this Section 10.6, the provisions of Section 10.8 shall be applicable to such sale. (f) If a proposed sale of the Property is not consummated in accordance with the terms of this Section, all the provisions of this Section 10.6 shall apply to any subsequent proposed sale of the Property. (g) In the event that Woodfield timely exercises the right to purchase CNL’s Entire Interest pursuant to Section 10.6(d)(ii), Woodfield shall have the sole right to consummate such transaction and to purchase CNL’s Entire Interest. (h) For purposes of this Section 10.6, all references to a “Member “shall mean Woodfield or CNL as the context permits and all references to “the Members” shall mean Woodfield and CNL.of

Right to Cause Sale of Property. (a) CNL By consent of the Managers, the Members may, at any time after the date that is twenty-four (24) months after Completion of the Projecttime, cause the direct or indirect sale or other transfer by the Company of the Property, subject decide to the terms of this Section 10.6. Woodfield shall cooperate with any such sale or other transfer. (b) Notwithstanding anything to the contrary contained in this Agreement, at any time when sell the Property is being actively marketed pursuant to this Section 10.6, the Managing Member shall suspend all marketing efforts, negotiations or other actions which may have been commenced with respect to a sale of its Entire Interest, except for any sale approved by CNL. (c) Prior to the exercise of its right as set forth in Section 10.6(a), CNL must give notice (the “Sale Notice”) to the other Members (i) of CNL’s intention to pursue the sale of the Property at a specified cash price (the “Stated Price”) and (ii) offering to sell its Entire Interest in the Company to any Member at a specified price (equal to the amount that would be distributable or payable to CNL under Section 4.5(d) and Section 9.4, including payment of all Member Loans to the Company from CNL, if the Property were sold for an amount equal to the Stated Price (the “CNL Price”) and specifying all other material on terms and conditions of unanimously acceptable to the contemplated saleMembers. CNL In such event, the Company shall have the right to obtainemploy, at the Company’s expense, a tax opinion from recognized tax counsel as an exclusive broker or investment banker to market the federal income tax consequences Property, and the marketing process carried out by such broker or investment banker will conclusively determine the fair market value of any proposed salethe Property. (db) If CNL has forwarded a copy Absent unanimous consent of the Sale Notice Managers, in the event of a Section 6.3(b) Deadlock, or any time subsequent to three (3) years after the MembersEffective Date, each Member shall, within forty-five (45) days after receiving a copy either Manager may require the sale by the Company of the Sale Notice, elect one of Property (or Investor’s Entire Interest) under the following optionsterms and conditions: (i) The Managers shall, in good faith, attempt to negotiate mutually agreeable price and terms for a period of up to 60 days, and following a resolution of such terms and price, Hxxxxxxx shall have the right to purchase the Property (or the Investor’s Entire Interest) for such price and terms by giving Investor written notice of such election within ten (10) days thereafter. Failing the parties ability to come to terms on acceptable price and terms of sale, Investor shall provide Hxxxxxxx with a letter of intent specifying the general terms upon which Investor desires to sell the Property (the “Offering Notice”), which Offering Notice shall provide for at least 90 days to close, and Hxxxxxxx shall have a right of first offer (the “Right of First Offer”) to purchase the Property on the same terms and conditions set forth in the Offering Notice (or to purchase Investor’s Entire Interest on equivalent terms). Hxxxxxxx shall have thirty (30) days after receipt of the Offering Notice to notify CNL Investor in writing that such Member has no objection of its election to CNL marketing exercise its Right of First Offer. (ii) If Hxxxxxxx exercises its Right of First Offer to purchase the Property (or Investor’s Entire Interest) on the same terms and conditions set forth in the Offering Notice, then the closing shall proceed in accordance with the Offering Notice. If Hxxxxxxx declines to exercise its Right of First Offer, or Hxxxxxxx fails to notify Investor in writing, within the foregoing thirty (30) day period, with respect to whether Hxxxxxxx desires to exercise its Right of First Offer, then the parties shall commence the appraisal process described on Exhibit C attached hereto. Upon the delivery of the written, final “Appraised Value” (defined in Exhibit C) of the Property, the Right of First Offer shall be automatically revised to include a price equal to the Appraised Value of the Property, unless Investor determines, in its sole discretion, within twenty (20) days after delivery of the Appraisal Value (“Investor Notice Period”) that it does not wish to proceed with the sale, in which event Investor shall notify Hxxxxxxx in writing of such election and if all Members so the sale process will be cancelled. If Investor does not elect to cancel the sale pursuant to the previous sentence in this subsection (ii), Hxxxxxxx shall have twenty (20) days from the sooner of the expiration of the Investor Notice Period, or date of receipt of Investor’s notice that it does not elect to cancel, in which to notify CNLInvestor in writing of its election to exercise its Right of First Offer at the updated price. In the event that Investor elects to cancel the sale during the Investor Notice Period, then CNL thereafter, either Manager may cause elect to send an Arbitration Notice to the other relative to the Deadlock event which caused this buyout process to be initiated in the first place. (iii) If Hxxxxxxx exercises its Right of First Offer to purchase the Property at the updated price, then the closing shall proceed in accordance with the Offering Notice. If Hxxxxxxx further declines to exercise its Right of First Offer, or Hxxxxxxx fails to notify Investor in writing, within the foregoing twenty (20) day period, with respect to whether Hxxxxxxx desires to exercise its Right of First Offer, then, for a period of one (1) year after the date of Hxxxxxxx’x rejection (or deemed rejection) of its Right of First Offer, Investor shall be entitled to require the Company to market and sell the Property. Such sale shall be on substantially the same terms as are set forth in the Offering Notice. For purposes hereof, provided that a sale shall be on “substantially the same terms” as are set forth in the Offering Notice, if (A) the purchase price obtained for the Property paid by a third party is at least equal to or greater than ninety-five percent (95%) of the Stated Price, Appraised Value and (B) the contract remaining material terms are not materially less favorable to acquire the Property is executed within six (6) months following CNL’s receipt of the second of the Members’ responses under this item (i) or any deemed election pursuant to item (ii) below not to purchase CNL’s Entire Interest pursuant to such item (ii), and (C) the outside closing date under such contract is no later Company than ninety (90) days after the date of execution of such contract; or (ii) notify CNL in writing of such Member’s election to purchase CNL’s Entire Interest upon the same those terms and conditions contained set forth in the Sale Offering Notice, except that the price to be paid to CNL for its Entire Interest shall be equal to the CNL Price. Such notification shall be accompanied by a deposit in an amount equal to five percent (5%) of the CNL Price (such amount, together with any interest earned thereon, being hereinafter called the “CNL Sale Deposit”), which amount shall be non-refundable, unless the purchase and sale pursuant to this Section 10.6(d)(ii) does not close due to the default of CNL. Notice of such Member’s election to purchase shall be addressed to CNL and shall set forth the place of closing which, unless the Members shall otherwise agree, shall be at the office of the Company, during usual business hours within sixty (60) days after the date of the giving of the applicable notice of election to CNL. The CNL Sale Deposit shall be credited against the total purchase price for the Entire Interest being purchased pursuant to this Section 10.6(d); provided, however, that, if the closing shall fail to occur because of a default by the purchasing Member, CNL shall have the right to elect, as its sole and exclusive remedy, to retain the CNL Sale Deposit as liquidated damages, it being agreed that in such instance CNL’s actual damages would be difficult, if not impossible, to ascertain, or to exercise its rights under Section 10.8. If a Member shall not have given notice to CNL of its election to purchase CNL’s Entire Interest within the forty-five (45) day notice period, such Member shall be deemed to have exercised the option provided in subsection (i) above. (e) In connection with the sale of CNL’s Entire Interest to a Member pursuant to this Section 10.6, the provisions of Section 10.8 shall be applicable to such sale. (f) If a proposed sale of the Property is not consummated in accordance with the terms of this Section, all the provisions of this Section 10.6 shall apply to any subsequent proposed sale of the Property. (g) In the event that Woodfield timely exercises the right to purchase CNL’s Entire Interest pursuant to Section 10.6(d)(ii), Woodfield shall have the sole right to consummate such transaction and to purchase CNL’s Entire Interest. (h) For purposes of this Section 10.6, all references to a “Member “shall mean Woodfield or CNL as the context permits and all references to “the Members” shall mean Woodfield and CNL.

Right to Cause Sale of Property. (a) CNL may, at any time after the date that is twenty-four (24) months after Completion of the Project, cause the direct or indirect sale or other transfer by the Company of the Property, subject to the terms of this Section 10.6. Woodfield shall cooperate with any such sale or other transfer. (b) Notwithstanding anything to the contrary contained in this Agreement, at any time when the Property is being actively marketed pursuant to this Section 10.6, the Managing Member shall suspend all marketing efforts, negotiations or other actions which may have been commenced with respect to a sale of its Entire Interest, except for any sale approved by CNL. (c) Prior to the exercise of its right as set forth in Section 10.6(a), CNL must give notice (the “Sale Notice”) to the other Members (i) of CNL’s intention to pursue the sale of the Property at a specified cash price (the “Stated Price”) and (ii) offering to sell its Entire Interest in the Company to any Member at a specified price (equal to the amount that would be distributable or payable to CNL under Section 4.5(d) and Section 9.4, including payment of all Member Loans to the Company from CNL, if the Property were sold for an amount equal to the Stated Price (the “CNL Price”) and specifying all other material terms and conditions of the contemplated sale. CNL shall have the right to obtain, at the Company’s expense, a tax opinion from recognized tax counsel as to the federal income tax consequences of any proposed sale. (d) If CNL has forwarded a copy of the Sale Notice to the Members, each Member shall, within forty-five (45) days after receiving a copy of the Sale Notice, elect one of the following options: (i) notify CNL in writing that such Member has no objection to CNL marketing the Property, and if all Members so notify CNL, then CNL may cause the Company to market and sell the Property, provided that (A) the price obtained for the Property is at least ninety-five percent (95%) of the Stated Price, (B) the contract to acquire the Property is executed within six (6) months following CNL’s receipt of the second of the Members’ responses under this item (i) or any deemed election pursuant to item (ii) below not to purchase CNL’s Entire Interest pursuant to such item (ii), and (C) the outside closing date under such contract is no later than ninety (90) days after the date of execution of such contract; or (ii) notify CNL in writing of such Member’s election to purchase CNL’s Entire Interest upon the same terms and conditions contained in the Sale Notice, except that the price to be paid to CNL for its Entire Interest shall be equal to the CNL Price. Such notification shall be accompanied by a deposit in an amount equal to five percent (5%) of the CNL Price (such amount, together with any interest earned thereon, being hereinafter called the “CNL Sale Deposit”), which amount shall be non-refundable, unless the purchase and sale pursuant to this Section 10.6(d)(ii) does not close due to the default of CNL. Notice of such Member’s election to purchase shall be addressed to CNL and shall set forth the place of closing which, unless the Members shall otherwise agree, shall be at the office of the Company, during usual business hours within sixty (60) days after the date of the giving of the applicable notice of election to CNL. The CNL Sale Deposit shall be credited against the total purchase price for the Entire Interest being purchased pursuant to this Section 10.6(d); provided, however, that, if the closing shall fail to occur because of a default by the purchasing Member, CNL shall have the right to elect, as its sole and exclusive remedy, to retain the CNL Sale Deposit as liquidated damages, it being agreed that in such instance CNL’s actual damages would be difficult, if not impossible, to ascertain, or to exercise its rights under Section 10.8. If a Member shall not have given notice to CNL of its election to purchase CNL’s Entire Interest within the forty-five (45) day notice period, such Member shall be deemed to have exercised the option provided in subsection (i) above. (e) In connection with the sale of CNL’s Entire Interest to a Member pursuant to this Section 10.6, the provisions of Section 10.8 shall be applicable to such sale. (f) If a proposed sale of the Property is not consummated in accordance with the terms of this Section, all the provisions of this Section 10.6 shall apply to any subsequent proposed sale of the Property. (g) In the event that Woodfield timely exercises the right to purchase CNL’s Entire Interest pursuant to Section 10.6(d)(ii), Woodfield shall have the sole right to consummate such transaction and to purchase CNL’s Entire Interest. (h) For purposes of this Section 10.6, 10.6 all references to a “Member “shall mean Woodfield or CNL as the context permits and all references to “the Members” shall mean Woodfield and CNL.

Right to Cause Sale of Property. (a) CNL By consent, the Members may, at any time after the date that is twenty-four (24) months after Completion of the Projecttime, cause the direct or indirect sale or other transfer by the Company of the Property, subject decide to the terms of this Section 10.6. Woodfield shall cooperate with any such sale or other transfer. (b) Notwithstanding anything to the contrary contained in this Agreement, at any time when sell the Property is being actively marketed pursuant to this Section 10.6, the Managing Member shall suspend all marketing efforts, negotiations or other actions which may have been commenced with respect to a sale of its Entire Interest, except for any sale approved by CNL. (c) Prior to the exercise of its right as set forth in Section 10.6(a), CNL must give notice (the “Sale Notice”) to the other Members (i) of CNL’s intention to pursue the sale of the Property at a specified cash price (the “Stated Price”) and (ii) offering to sell its Entire Interest in the Company to any Member at a specified price (equal to the amount that would be distributable or payable to CNL under Section 4.5(d) and Section 9.4, including payment of all Member Loans to the Company from CNL, if the Property were sold for an amount equal to the Stated Price (the “CNL Price”) and specifying all other material on terms and conditions of unanimously acceptable to the contemplated saleMembers. CNL In such event, the Company shall have the right to obtainemploy, at the Company’s expense, a tax opinion from recognized tax counsel as an exclusive broker or investment banker to market the federal income tax consequences Property, and the marketing process carried out by such broker or investment banker will conclusively determine the fair market value of any proposed salethe Property. (db) If CNL In addition to the rights set forth in Section 11.6 (a), (A) in the event of a Section 7.8(b) Deadlock (which the parties acknowledge is limited by the terms of Section 7.8(c)), or (B) at any time subsequent to three (3) years after the Effective Date whether or not a Deadlock under Section 7.8(b) has forwarded a copy occurred, either Manager may require the sale by the Company of the Sale Notice Property (or of BR Member’s Entire Interest) by written notice to the Members, each Member shall, within forty-five (45) days after receiving a copy of the Sale Notice, elect one of other Manager and Members under the following optionsterms and conditions: (i) The Members shall, in good faith, attempt to negotiate mutually agreeable price and terms for a period of up to 60 days after the receipt of the notice described above, and following a mutually agreed resolution of such terms and price, Hxxxxxxx Member shall have the right to purchase the Property (or the BR Member’s Entire Interest) for such agreed price and terms, by giving BR Member written notice of such election within ten (10) days thereafter. Failing the parties ability to come to terms on acceptable price and terms of sale, or if BR Member fails to give notice of its agreement with the proposed terms, BR Member shall provide Hxxxxxxx Member with a letter of intent specifying the general terms upon which BR Member desires to sell the Property (or its Entire Interest) (the “Offering Notice”), which Offering Notice shall provide for at least 90 days to close, and Hxxxxxxx Member shall have a right of first offer (the “Right of First Offer”) to purchase the Property (or the BR Member’s Entire Interest, as applicable) on the same terms and conditions set forth in the Offering Notice. Hxxxxxxx Member shall have thirty (30) days after receipt of the Offering Notice to notify CNL BR Member in writing of its election to exercise its Right of First Offer. (ii) If Hxxxxxxx Member exercises its Right of First Offer to purchase the Property (or BR Member’s Entire Interest) on the terms and conditions set forth in the Offering Notice, then the closing shall proceed in accordance with the Offering Notice. If Hxxxxxxx Member declines to exercise its Right of First Offer, or Hxxxxxxx Member fails to notify BR Member in writing, within the foregoing thirty (30) day period of its decision to exercise its Right of First Offer based on the terms set forth in the Offering Notice, then the parties shall commence the appraisal process described on Schedule 11.6(b)(ii) attached hereto. If applicable, upon the delivery of the written, final “Appraised Value” (defined in Schedule 11.6(b)(ii)), the Right of First Offer shall be deemed automatically revised to substitute a price equal to the Appraised Value for the price set forth in the Offering Notice, unless BR Member, in its sole discretion, determines and notifies Hxxxxxxx Member within twenty (20) days after BR Member’s receipt of the Appraisal Value (“BR Member Notice Period”), that BR Member does not wish to proceed with the sale, whereupon the sale process will be cancelled. If the BR Member cancels the sale process as aforesaid, if the exercise of the rights under this Section 11.6 arose out of a Deadlock, such Deadlock shall be subject to arbitration as provided in Section 7.8(d) and this Section 11.6 shall have no further application with respect to such Deadlock. If, however, the BR Member does not timely elect to cancel the sale process, Hxxxxxxx Member shall have twenty (20) days from the date of expiration of the BR Member Notice Period to notify BR Member in writing whether Hxxxxxxx Member elects to exercise its Right of First Offer at the substituted price (i.e., the Appraised Value). If the BR Member has no objection not canceled the sale process and the Hxxxxxxx Member has given notice of its election to CNL marketing exercise its Right of First Offer at the Property, and if all Members so notify CNLsubstituted price (i.e. the Appraised Value), then CNL may cause the closing of the sale shall proceed in accordance with the terms of the Offering Notice subject only to the revised price and the extension of the closing date to 90 days from the date of the Hxxxxxxx Member’s election to exercise its Right of First Offer. However, if the Hxxxxxxx Member declines to exercise its Right of First Offer at the substituted price (i.e. the Appraised Value), then, for a period of one (1) year after the date of Hxxxxxxx’x rejection (or deemed rejection) of its Right of First Offer, BR Member shall be entitled to require the Company to market and sell the Property. Such sale shall be on substantially the same terms as are set forth in the Offering Notice. For purposes hereof, provided that a sale shall be on “substantially the same terms” as are set forth in the Offering Notice, if (A) the purchase price obtained for the Property paid by a third party is at least equal to or greater than ninety-five percent (95%) of the Stated Price, Appraised Value and (B) the contract to acquire the Property is executed within six (6) months following CNL’s receipt remaining material terms of the second of sale are not materially less favorable to the Members’ responses under this item (i) or any deemed election pursuant to item (ii) below not to purchase CNL’s Entire Interest pursuant to such item (ii), and (C) the outside closing date under such contract is no later Company than ninety (90) days after the date of execution of such contract; or (ii) notify CNL in writing of such Member’s election to purchase CNL’s Entire Interest upon the same those terms and conditions contained set forth in the Sale Offering Notice, except that the price to be paid to CNL for its Entire Interest shall be equal to the CNL Price. Such notification shall be accompanied by a deposit in an amount equal to five percent (5%) of the CNL Price (such amount, together with any interest earned thereon, being hereinafter called the “CNL Sale Deposit”), which amount shall be non-refundable, unless the purchase and sale pursuant to this Section 10.6(d)(ii) does not close due to the default of CNL. Notice of such Member’s election to purchase shall be addressed to CNL and shall set forth the place of closing which, unless the Members shall otherwise agree, shall be at the office of the Company, during usual business hours within sixty (60) days after the date of the giving of the applicable notice of election to CNL. The CNL Sale Deposit shall be credited against the total purchase price for the Entire Interest being purchased pursuant to this Section 10.6(d); provided, however, that, if the closing shall fail to occur because of a default by the purchasing Member, CNL shall have the right to elect, as its sole and exclusive remedy, to retain the CNL Sale Deposit as liquidated damages, it being agreed that in such instance CNL’s actual damages would be difficult, if not impossible, to ascertain, or to exercise its rights under Section 10.8. If a Member shall not have given notice to CNL of its election to purchase CNL’s Entire Interest within the forty-five (45) day notice period, such Member shall be deemed to have exercised the option provided in subsection (i) above. (e) In connection with the sale of CNL’s Entire Interest to a Member pursuant to this Section 10.6, the provisions of Section 10.8 shall be applicable to such sale. (f) If a proposed sale of the Property is not consummated in accordance with the terms of this Section, all the provisions of this Section 10.6 shall apply to any subsequent proposed sale of the Property. (g) In the event that Woodfield timely exercises the right to purchase CNL’s Entire Interest pursuant to Section 10.6(d)(ii), Woodfield shall have the sole right to consummate such transaction and to purchase CNL’s Entire Interest. (h) For purposes of this Section 10.6, all references to a “Member “shall mean Woodfield or CNL as the context permits and all references to “the Members” shall mean Woodfield and CNL.