Common use of Winding Up by Liquidating Member Clause in Contracts

Winding Up by Liquidating Member. (a) In a dissolution pursuant to either Section 4.5(d)(iii) or Articles 10 and 11, the Liquidating Member shall be as therein provided and such Liquidating Member shall have the right to: (i) Wind up the Company and cause the Company’s assets to be sold and the proceeds of sale distributed as provided in Section 13.5; or (ii) Notwithstanding anything to the contrary contained in this Agreement, cause the assets of the Company to be appraised in accordance with Section 13.2(b) and at its option, purchase the Entire Interests of the other Members in accordance with Section 13.2(b). (i) The Liquidating Member, within 30 days after the commencement of the dissolution of the Company, or the Non-Failing Member at any time during the period set forth in Section 4.5 (such Member giving the notice being referred to herein as the “Electing Member”) may give notice (the “Appraisal Notice”) to the other Members electing to have the “Fair Market Value” of the Company’s assets determined by appraisal pursuant to Section 13.2(b)(ii). The fees and expenses of such appraisers shall be borne by the Company. The Electing Member shall have the option, by notice given to the other Members within 30 days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), to purchase each other Member’s Entire Interest at a price equal to the amount which would have been distributable and payable to the other Member in accordance with the provisions of Section 9.4 if all of the Company’s assets had been sold for an amount equal to such appraised value and any debts, liabilities and expenses which would have been payable by the Company pursuant to Sections 13.5(a), (b) and Section 9.4 out of the proceeds of such sale were deducted from the appraised value. Such option may be exercised by the Electing Member within forty-five (45) days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii) by notice to the other Members. If after the receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), the Electing Member elects not to exercise the option to purchase the other Members’ Entire Interests pursuant to this Section, then the Electing Member shall have all of its rights under Section 4.5 or this Section 13.2, as applicable, as if the Appraisal Notice had not been given. All of the provisions of Section 10.8 shall apply to a purchase under this Section 13.2(b), except that for the purposes of this Section 13.2(b), any adjustments required pursuant to Section 10.8 shall be applicable to any events and/or liabilities or income which were not included in determining the Fair Market Value. (ii) If the fair market value (the “Fair Market Value”) of the assets of the Company is required for purposes of Section 13.2(b)(i), such Fair Market Value, if not otherwise agreed upon by the Members, shall be determined as set forth in this Section 13.2(b)(ii). All appraisers referred to herein shall be real estate appraisers which are members of the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located for at least seven (7) years. As used herein, Fair Market Value is the fair market value of all the assets of the Company. Each of CNL and Crescent shall select one (1) appraiser. In the event that either party fails to select an appraiser within thirty (30) days after notice of the exercise of an option or election requiring a valuation, then such party’s appraiser shall be selected by the other party from a list of no fewer than five (5) appraisers compiled and approved by Member Consent (the “List”). After the selection, each appraiser shall independently determine the gross fair market value of the assets of the Company. If the separate appraisals differ, the Members shall have a period of ten (10) days after receipt of the appraisals to agree on the Fair Market Value. In the event the Members cannot agree on the Fair Market Value in accordance with the preceding sentence, the two appraisers referred to therein shall within ten (10) days after the expiration of the ten day period described in the preceding sentence select a third appraiser. In the absence of such a selection, the third appraiser shall be selected by the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located. The third appraiser shall decide which of the two appraisals established by the appraisers in accordance with this Section constitutes the Fair Market Value, and such decision shall be conclusive and binding on all Members.

Winding Up by Liquidating Member. (a) In a dissolution pursuant to either Section 4.5(d)(iii) or ), Articles 10 and 11, the Liquidating Member shall be as therein provided and such Liquidating Member shall have the right to: (i) Wind wind up the Company and cause the Company’s assets to be sold and the proceeds of sale distributed as provided in Section 13.5; or (ii) Notwithstanding notwithstanding anything to the contrary contained in this Agreement, cause the assets of the Company to be appraised in accordance with Section 13.2(b) and at its option, purchase the Entire Interests of the other Members in accordance with Section 13.2(b). (i) The Liquidating Member, within 30 thirty (30) days after the commencement of the dissolution of the Company, Company or the Non-Failing Member at any time during the period set forth in Section 4.5 4.5(d) (such Member giving the notice being referred to herein as the “Electing Member”) ), may give notice (the “Appraisal Notice”) to the other Members electing to have the “Fair Market Value” of the Company’s assets determined by appraisal pursuant to Section 13.2(b)(ii). The fees and expenses of such appraisers shall be borne by the Company. The Electing Member shall have the option, by notice given to the other Members within 30 sixty (60) days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), to purchase each other Member’s Entire Interest at a price equal to the amount which would have been distributable and payable to the other Member in accordance with the provisions of Section 9.4 if all of the Company’s assets had been sold for an amount equal to such appraised value and any debts, liabilities and expenses which would have been payable by the Company pursuant to Sections 13.5(a), (b) and Section 9.4 out of the proceeds of such sale were deducted from in determining the appraised value. Such option may be exercised by the Electing Member within forty-five sixty (4560) days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii) by notice to the other Members. If after the receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), the Electing Member elects not to exercise the option to purchase the other Members’ Entire Interests pursuant to this SectionSection within such sixty (60) day period (or fails to respond within such sixty (60) day period), then the Electing Member shall have all of its rights under Section 4.5 4.5(d) or this Section 13.2, as applicable, as if the Appraisal Notice had not been given. All of the provisions of Section 10.8 shall apply to a purchase under this Section 13.2(b), except that for the purposes of this Section 13.2(b), any adjustments required pursuant to Section 10.8 shall be applicable to any events and/or liabilities or income which that were not included in determining the Fair Market Value. (ii) If the fair market value (the “Fair Market Value”) of the assets of the Company is required for purposes of Section 13.2(b)(i), such Fair Market Value, if not otherwise agreed upon by the Members, shall be determined as set forth in this Section 13.2(b)(ii). All appraisers referred to herein shall be real estate appraisers which are members of the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located for at least seven (7) years. As used herein, Fair Market Value is the fair market value of all the assets of the Company. Each of CNL and Crescent Bainbridge shall select one (1) appraiser. In the event that either party fails to select an appraiser within thirty (30) days after notice of the exercise of an option or election requiring a valuation, then such party’s appraiser shall be selected by the other party from a list of no fewer than five (5) appraisers compiled and approved by Member Consent (the “List”). After the selection, each appraiser shall independently determine the gross fair market value of the assets of the Company. If the separate appraisals differ, the Members shall have a period of ten (10) days after receipt of the appraisals to agree on the Fair Market Value. In the event the Members cannot agree on the Fair Market Value in accordance with the preceding sentence, the two appraisers referred to therein shall within ten (10) days after the expiration of the ten day period described in the preceding sentence select a third appraiser. In the absence of such a selection, the third appraiser shall be selected by the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located. The third appraiser shall decide which of the two appraisals established by the appraisers in accordance with this Section constitutes the Fair Market Value, and such decision shall be conclusive and binding on all Members.

Winding Up by Liquidating Member. (a) In a dissolution pursuant to either Section 4.5(d)(iii) or Articles 10 and 11, the Liquidating Member shall be as therein provided and such Liquidating Member shall have the right to: (i) Wind up the Company and cause the Company’s assets to be sold and the proceeds of sale distributed as provided in Section 13.5; or (ii) Notwithstanding anything to the contrary contained in this Agreement, cause the assets of the Company to be appraised in accordance with Section 13.2(b) and at its option, purchase the Entire Interests of the other Members in accordance with Section 13.2(b). (i) The Liquidating Member, within 30 days after the commencement of the dissolution of the Company, or the Non-Failing Member at any time during the period set forth in Section 4.5 (such Member giving the notice being referred to herein as the “Electing Member”) may give notice (the “Appraisal Notice”) to the other Members electing to have the “Fair Market Value” of the Company’s assets determined by appraisal pursuant to Section 13.2(b)(ii). The fees and expenses of such appraisers shall be borne by the Company. The Electing Member shall have the option, by notice given to the other Members within 30 days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), to purchase each other Member’s Entire Interest at a price equal to the amount which would have been distributable and payable to the other Member in accordance with the provisions of Section 9.4 if all of the Company’s assets had been sold for an amount equal to such appraised value and any debts, liabilities and expenses which would have been payable by the Company pursuant to Sections 13.5(a), (b) and Section 9.4 out of the proceeds of such sale were deducted from in determining the appraised value. Such option may be exercised by the Electing Member within forty-five (45) days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii) by notice to the other Members. If after the receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), the Electing Member elects not to exercise the option to purchase the other Members’ Entire Interests pursuant to this Section, then the Electing Member shall have all of its rights under Section 4.5 or this Section 13.2, as applicable, as if the Appraisal Notice had not been given. All of the provisions of Section 10.8 shall apply to a purchase under this Section 13.2(b), except that for the purposes of this Section 13.2(b), any adjustments required pursuant to Section 10.8 shall be applicable to any events and/or liabilities or income which were not included in determining the Fair Market Value. (ii) If the fair market value (the “Fair Market Value”) of the assets of the Company is required for purposes of Section 13.2(b)(i), such Fair Market Value, if not otherwise agreed upon by the Members, shall be determined as set forth in this Section 13.2(b)(ii). All appraisers referred to herein shall be real estate appraisers which are members of the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located for at least seven (7) years. As used herein, Fair Market Value is the fair market value of all the assets of the Company. Each of CNL and Crescent TRG shall select one (1) appraiser. In the event that either party fails to select an appraiser within thirty (30) days after notice of the exercise of an option or election requiring a valuation, then such party’s appraiser shall be selected by the other party from a list of no fewer than five (5) appraisers compiled and approved by Member Consent (the “List”). After the selection, each appraiser shall independently determine the gross fair market value of the assets of the Company. If the separate appraisals differ, the Members CNL and TRG shall have a period of ten (10) days after receipt of the appraisals to agree on the Fair Market Value. In the event the Members that CNL and TRG cannot agree on the Fair Market Value in accordance with the preceding sentence, the two appraisers referred to therein shall within ten (10) days after the expiration of the ten day period described in the preceding sentence select a third appraiser. In the absence of such a selection, the third appraiser shall be selected by the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located. The third appraiser shall decide which of the two appraisals established by the appraisers in accordance with this Section constitutes the Fair Market Value, and such decision shall be conclusive and binding on all Members.

Winding Up by Liquidating Member. (a) In a dissolution pursuant to either Section 4.5(d)(iii) or Articles 10 and 11, the Liquidating Member shall be as therein provided and such Liquidating Member shall have the right to: (i) Wind up the Company and cause the Company’s assets to be sold and the proceeds of sale distributed as provided in Section 13.5; or (ii) Notwithstanding anything to the contrary contained in this Agreement, cause the assets of the Company to be appraised in accordance with Section 13.2(b) and at its option, purchase the Entire Interests of the other Members in accordance with Section 13.2(b). (b) (i) The Liquidating Member, within 30 days after the commencement of the dissolution of the Company, or the Non-Failing Member at any time during the period set forth in Section 4.5 (such Member giving the notice being referred to herein as the “Electing Member”) may give notice (the “Appraisal Notice”) to the other Members electing to have the “Fair Market Value” of the Company’s assets determined by appraisal pursuant to Section 13.2(b)(ii). The fees and expenses of such appraisers shall be borne by the Company. The Electing Member shall have the option, by notice given to the other Members within 30 days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), to purchase each other Member’s Entire Interest at a price equal to the amount which would have been distributable and payable to the other Member in accordance with the provisions of Section 9.4 if all of the Company’s assets had been sold for an amount equal to such appraised value and any debts, liabilities and expenses which would have been payable by the Company pursuant to Sections 13.5(a), (b) and Section 9.4 out of the proceeds of such sale were deducted from the appraised value. Such option may be exercised by the Electing Member within forty-five (45) days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii) by notice to the other Members. If after the receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), the Electing Member elects not to exercise the option to purchase the other Members’ Entire Interests pursuant to this Section, then the Electing Member shall have all of its rights under Section 4.5 or this Section 13.2, as applicable, as if the Appraisal Notice had not been given. All of the provisions of Section 10.8 shall apply to a purchase under this Section 13.2(b), except that for the purposes of this Section 13.2(b), any adjustments required pursuant to Section 10.8 shall be applicable to any events and/or liabilities or income which were not included in determining the Fair Market Value. (ii) If the fair market value (the “Fair Market Value”) of the assets of the Company is required for purposes of Section 13.2(b)(i), such Fair Market Value, if not otherwise agreed upon by the Members, shall be determined as set forth in this Section 13.2(b)(ii). All appraisers referred to herein shall be real estate appraisers which are members of the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located for at least seven (7) years. As used herein, Fair Market Value is the fair market value of all the assets of the Company. Each of CNL and Crescent shall select one (1) appraiser. In the event that either party fails to select an appraiser within thirty (30) days after notice of the exercise of an option or election requiring a valuation, then such party’s appraiser shall be selected by the other party from a list of no fewer than five (5) appraisers compiled and approved by Member Consent (the “List”). After the selection, each appraiser shall independently determine the gross fair market value of the assets of the Company. If the separate appraisals differ, the Members shall have a period of ten (10) days after receipt of the appraisals to agree on the Fair Market Value. In the event the Members cannot agree on the Fair Market Value in accordance with the preceding sentence, the two appraisers referred to therein shall within ten (10) days after the expiration of the ten day period described in the preceding sentence select a third appraiser. In the absence of such a selection, the third appraiser shall be selected by the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located. The third appraiser shall decide which of the two appraisals established by the appraisers in accordance with this Section constitutes the Fair Market Value, and such decision shall be conclusive and binding on all Members.

Winding Up by Liquidating Member. (a) In a dissolution pursuant to either Section 4.5(d)(iii) or Articles 10 and 11, the Liquidating Member shall be as therein provided and such Liquidating Member shall have the right to: (i) Wind up the Company and cause the Company’s assets to be sold and the proceeds of sale distributed as provided in Section 13.5; or (ii) Notwithstanding anything to the contrary contained in this Agreement, cause the assets of the Company to be appraised in accordance with Section 13.2(b) and at its option, purchase the Entire Interests of the other Members in accordance with Section 13.2(b). (i) The Liquidating Member, within 30 days after the commencement of the dissolution of the Company, or the Non-Failing Member at any time during the period set forth in Section 4.5 (such Member giving the notice being referred to herein as the “Electing Member”) may give notice (the “Appraisal Notice”) to the other Members electing to have the “Fair Market Value” of the Company’s assets determined by appraisal pursuant to Section 13.2(b)(ii). The fees and expenses of such appraisers shall be borne by the Company. The Electing Member shall have the option, by notice given to the other Members within 30 days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), to purchase each other Member’s Entire Interest at a price equal to the amount which would have been distributable and payable to the other Member in accordance with the provisions of Section 9.4 if all of the Company’s assets had been sold for an amount equal to such appraised value and any debts, liabilities and expenses which would have been payable by the Company pursuant to Sections 13.5(a), (b) and Section 9.4 out of the proceeds of such sale were deducted from the appraised value. Such option may be exercised by the Electing Member within forty-five (45) days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii) by notice to the other Members. If after the receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), the Electing Member elects not to exercise the option to purchase the other Members’ Entire Interests pursuant to this Section, then the Electing Member shall have all of its rights under Section 4.5 or this Section 13.2, as applicable, as if the Appraisal Notice had not been given. All of the provisions of Section 10.8 shall apply to a purchase under this Section 13.2(b), except that for the purposes of this Section 13.2(b), any adjustments required pursuant to Section 10.8 shall be applicable to any events and/or liabilities or income which were not included in determining the Fair Market Value. (ii) If the fair market value (the “Fair Market Value”) of the assets of the Company is required for purposes of Section 13.2(b)(i), such Fair Market Value, if not otherwise agreed upon by the Members, shall be determined as set forth in this Section 13.2(b)(ii). All appraisers referred to herein shall be real estate appraisers which are members of the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located for at least seven (7) years. As used herein, Fair Market Value is the fair market value of all the assets of the Company. Each of CNL and Crescent LMI shall select one (1) appraiser. In the event that either party fails to select an appraiser within thirty (30) days after notice of the exercise of an option or election requiring a valuation, then such party’s appraiser shall be selected by the other party from a list of no fewer than five (5) appraisers compiled and approved by Member Consent (the “List”). After the selection, each appraiser shall independently determine the gross fair market value of the assets of the Company. If the separate appraisals differ, the Members shall have a period of ten (10) days after receipt of the appraisals to agree on the Fair Market Value. In the event the Members cannot agree on the Fair Market Value in accordance with the preceding sentence, the two appraisers referred to therein shall within ten (10) days after the expiration of the ten day period described in the preceding sentence select a third appraiser. In the absence of such a selection, the third appraiser shall be selected by the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located. The third appraiser shall decide which of the two appraisals established by the appraisers in accordance with this Section constitutes the Fair Market Value, and such decision shall be conclusive and binding on all Members.

Winding Up by Liquidating Member. (a) In a dissolution pursuant to either Section 4.5(d)(iii) or Articles 10 and 11, the Liquidating Member shall be as therein provided and such Liquidating Member shall have the right to: (i) Wind up the Company and cause the Company’s assets to be sold and the proceeds of sale distributed as provided in Section 13.5; or (ii) Notwithstanding anything to the contrary contained in this Agreement, cause the assets of the Company to be appraised in accordance with Section 13.2(b) and at its option, purchase the Entire Interests of the other Members in accordance with Section 13.2(b). (i) The Liquidating Member, within 30 days after the commencement of the dissolution of the Company, or the Non-Failing Member at any time during the period set forth in Section 4.5 (such Member giving the notice being referred to herein as the “Electing Member”) may give notice (the “Appraisal Notice”) to the other Members electing to have the “Fair Market Value” of the Company’s assets determined by appraisal pursuant to Section 13.2(b)(ii). The fees and expenses of such appraisers shall be borne by the Company. The Electing Member shall have the option, by notice given to the other Members within 30 days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), to purchase each other Member’s Entire Interest at a price equal to the amount which would have been distributable and payable to the other Member in accordance with the provisions of Section 9.4 if all of the Company’s assets had been sold for an amount equal to such appraised value Fair Market Value and any debts, liabilities and expenses which would have been payable by the Company pursuant to Sections 13.5(a), (bc) and Section 9.4 out of the proceeds of such sale were deducted from the appraised in determining such value. Such option may be exercised by the Electing Member within forty-five (45) days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii) by notice to the other Members. If after the receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), the Electing Member elects not to exercise the option to purchase the other Members’ Entire Interests pursuant to this Section, then the Electing Member shall have all of its rights under Section 4.5 or this Section 13.2, as applicable, as if the Appraisal Notice had not been given. All of the provisions of Section 10.8 shall apply to a purchase under this Section 13.2(b), except that for the purposes of this Section 13.2(b), any adjustments required pursuant to Section 10.8 shall be applicable to any events and/or liabilities or income which were not included in determining the Fair Market Value. (ii) If the fair market value (the “Fair Market Value”) of the assets of the Company is required for purposes of Section 13.2(b)(i), such Fair Market Value, if not otherwise agreed upon by the Members, shall be determined as set forth in this Section 13.2(b)(ii). All appraisers referred to herein shall be real estate appraisers which are members of the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located for at least seven (7) years. As used herein, Fair Market Value is the fair market value of all the assets of the Company. Each of CNL and Crescent AHC shall select one (1) appraiser. In the event that either party fails to select an appraiser within thirty (30) days after notice of the exercise of an option or election requiring a valuation, then such party’s appraiser shall be selected by the other party from a list of no fewer than five (5) appraisers compiled and approved by Member Consent (the “List”). After the selection, each appraiser shall independently determine the gross fair market value of the assets of the Company. If the separate appraisals differ, the Members shall have a period of ten (10) days after receipt of the appraisals to agree on the Fair Market Value. In the event the Members cannot agree on the Fair Market Value in accordance with the preceding sentence, the two appraisers referred to therein shall within ten (10) days after the expiration of the ten day period described in the preceding sentence select a third appraiser. In the absence of such a selection, the third appraiser shall be selected by the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located. The third appraiser shall decide which of the two appraisals established by the appraisers in accordance with this Section constitutes the Fair Market Value, and such decision shall be conclusive and binding on all Members.

Winding Up by Liquidating Member. (a) In a dissolution pursuant to either Section 4.5(d)(iii) or Articles 10 and 11, the Liquidating Member shall be as therein provided and such Liquidating Member shall have the right to: (i) Wind up the Company and cause the Company’s assets to be sold and the proceeds of sale distributed as provided in Section 13.5; or (ii) Notwithstanding anything to the contrary contained in this Agreement, cause the assets of the Company to be appraised in accordance with Section 13.2(b) 0 and at its option, purchase the Entire Interests of the other Members in accordance with Section 13.2(b)0. (b) (i) The Liquidating Member, within 30 days after the commencement of the dissolution of the Company, or the Non-Failing Member at any time during the period set forth in Section 4.5 (such Member giving the notice being referred to herein as the “Electing Member”) may give notice (the “Appraisal Notice”) to the other Members electing to have the “Fair Market Value” of the Company’s assets determined by appraisal pursuant to Section 13.2(b)(ii). The fees and expenses of such appraisers shall be borne by the Company. The Electing Member shall have the option, by notice given to the other Members within 30 days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), to purchase each other Member’s Entire Interest at a price equal to the amount which would have been distributable and payable to the other Member in accordance with the provisions of Section 9.4 if all of the Company’s assets had been sold for an amount equal to such appraised value and any debts, liabilities and expenses which would have been payable by the Company pursuant to Sections 13.5(a), (b) and Section 9.4 out of the proceeds of such sale were deducted from in determining the appraised value. Such option may be exercised by the Electing Member within forty-five (45) days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii) by notice to the other Members. If after the receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), the Electing Member elects not to exercise the option to purchase the other Members’ Entire Interests pursuant to this Section, then the Electing Member shall have all of its rights under Section 4.5 or this Section 13.2, as applicable, as if the Appraisal Notice had not been given. All of the provisions of Section 10.8 shall apply to a purchase under this Section 13.2(b)0, except that for the purposes of this Section 13.2(b)0, any adjustments required pursuant to Section 10.8 shall be applicable to any events and/or liabilities or income which were not included in determining the Fair Market Value. (ii) If the fair market value (the “Fair Market Value”) of the assets of the Company is required for purposes of Section 13.2(b)(i), such Fair Market Value, if not otherwise agreed upon by the Members, shall be determined as set forth in this Section 13.2(b)(ii). All appraisers referred to herein shall be real estate appraisers which are members of the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located for at least seven (7) years. As used herein, Fair Market Value is the fair market value of all the assets of the Company. Each of CNL and Crescent shall select one (1) appraiser. In the event that either party fails to select an appraiser within thirty (30) days after notice of the exercise of an option or election requiring a valuation, then such party’s appraiser shall be selected by the other party from a list of no fewer than five (5) appraisers compiled and approved by Member Consent (the “List”). After the selection, each appraiser shall independently determine the gross fair market value of the assets of the Company. If the separate appraisals differ, the Members shall have a period of ten (10) days after receipt of the appraisals to agree on the Fair Market Value. In the event the Members cannot agree on the Fair Market Value in accordance with the preceding sentence, the two appraisers referred to therein shall within ten (10) days after the expiration of the ten day period described in the preceding sentence select a third appraiser. In the absence of such a selection, the third appraiser shall be selected by the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located. The third appraiser shall decide which of the two appraisals established by the appraisers in accordance with this Section constitutes the Fair Market Value, and such decision shall be conclusive and binding on all Members.

Winding Up by Liquidating Member. (a) In a dissolution pursuant to either Section 4.5(d)(iii) or Articles 10 and 11, the Liquidating Member shall be as therein provided and such Liquidating Member shall have the right to: (i) Wind up the Company and cause the Company’s assets to be sold and the proceeds of sale distributed as provided in Section 13.5; or (ii) Notwithstanding anything to the contrary contained in this Agreement, cause the assets of the Company to be appraised in accordance with Section 13.2(b) and at its option, purchase the Entire Interests of the other Members in accordance with Section 13.2(b). (i) The Liquidating Member, within 30 days after the commencement of the dissolution of the Company, or the Non-Failing Member at any time during the period set forth in Section 4.5 (such Member giving the notice being referred to herein as the “Electing Member”) may give notice (the “Appraisal Notice”) to the other Members electing to have the “Fair Market Value” of the Company’s assets determined by appraisal pursuant to Section 13.2(b)(ii). The fees and expenses of such appraisers shall be borne by the Company. The Electing Member shall have the option, by notice given to the other Members within 30 days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), to purchase each other Member’s Entire Interest at a price equal to the amount which would have been distributable and payable to the other Member in accordance with the provisions of Section 9.4 if all of the Company’s assets had been sold for an amount equal to such appraised value and any debts, liabilities and expenses which would have been payable by the Company pursuant to Sections 13.5(a), (b) and Section 9.4 out of the proceeds of such sale were deducted from in determining the appraised value. Such option may be exercised by the Electing Member within forty-five (45) days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii) by notice to the other Members. If after the receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), the Electing Member elects not to exercise the option to purchase the other Members’ Entire Interests pursuant to this Section, then the Electing Member shall have all of its rights under Section 4.5 or this Section 13.2, as applicable, as if the Appraisal Notice had not been given. All of the provisions of Section 10.8 shall apply to a purchase under this Section 13.2(b), except that for the purposes of this Section 13.2(b), any adjustments required pursuant to Section 10.8 shall be applicable to any events and/or liabilities or income which were not included in determining the Fair Market Value. (ii) If the fair market value (the “Fair Market Value”) of the assets of the Company is required for purposes of Section 13.2(b)(i), such Fair Market Value, if not otherwise agreed upon by the Members, shall be determined as set forth in this Section 13.2(b)(ii). All appraisers referred to herein shall be real estate appraisers which are members of the North Carolina Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located for at least seven (7) years. As used herein, Fair Market Value is the fair market value of all the assets of the Company. Each of CNL and Crescent Woodfield shall select one (1) appraiser. In the event that either party fails to select an appraiser within thirty (30) days after notice of the exercise of an option or election requiring a valuation, then such party’s appraiser shall be selected by the other party from a list of no fewer than five (5) appraisers compiled and approved by Member Consent (the “List”). After the selection, each appraiser shall independently determine the gross fair market value of the assets of the Company. If the separate appraisals differ, the Members shall have a period of ten (10) days after receipt of the appraisals to agree on the Fair Market Value. In the event the Members cannot agree on the Fair Market Value in accordance with the preceding sentence, the two appraisers referred to therein shall within ten (10) days after the expiration of the ten day period described in the preceding sentence select a third appraiser. In the absence of such a selection, the third appraiser shall be selected by the North Carolina Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is locatedAppraisers. The third appraiser shall decide which of the two appraisals established by the appraisers in accordance with this Section constitutes the Fair Market Value, and such decision shall be conclusive and binding on all Members.

Winding Up by Liquidating Member. (a) In a dissolution pursuant to either Section 4.5(d)(iii) Article 10, 11 or Articles 10 and 1112, the Liquidating Member shall be as therein provided and such Liquidating Member shall have the right to: (ia) Wind up the Company and cause the Company’s 's assets to be sold and the proceeds of sale distributed as provided in Section 13.5; or (iib) Notwithstanding anything Deliver to the contrary contained in this Agreement, cause the assets of the Company to be appraised in accordance with Section 13.2(bother Member within thirty (30) and at its option, purchase the Entire Interests of the other Members in accordance with Section 13.2(b). (i) The Liquidating Member, within 30 days after the commencement of the dissolution of the Company, or the Non-Failing Member at any time during the period set forth in Section 4.5 (such Member giving the notice being referred to herein as the “Electing Member”) may give Company a notice (the “Appraisal a "Demand Notice”") to the other Members electing to have the “Fair Market Value” of the Company’s assets determined by appraisal pursuant to Section 13.2(b)(ii). The fees and expenses of such appraisers shall be borne by the Company. The Electing Member shall have the option, by notice given to the other Members within 30 days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), to purchase each other Member’s Entire Interest at a price equal to the amount which would have been distributable and payable to demanding that the other Member in accordance with the provisions of Section 9.4 if all of the Company’s assets had been sold for an amount equal to such appraised value and any debtsdeliver, liabilities and expenses which would have been payable by the Company pursuant to Sections 13.5(a), (b) and Section 9.4 out of the proceeds of such sale were deducted from the appraised value. Such option may be exercised by the Electing Member within forty-five (45) days after the date of the Demand Notice, a Termination Notice in the manner and setting forth the information required under Section 10.3(a). Upon receipt of the determination Termination Notice, the Liquidating Member shall have the rights of “Fair Market Value” pursuant to the Other Member under Section 13.2(b)(ii10.3(b). (c) by notice If the other Member refuses or fails, within forty-five (45) days after the giving of the Demand Notice to the other Members. If after Member, to give the receipt of Liquidating Member a Termination Notice setting forth the determination of “Fair Market Value” pursuant to information required by Section 13.2(b)(ii10.3(a), the Electing Liquidating Member elects not to exercise the option may elect to purchase the other Members’ Member's Entire Interests pursuant to this SectionInterest for a price established as ninety percent (90%) of the fair market value of the other Member's Entire Interest, then as established by an experienced business appraiser selected by the Electing Liquidating Member(the "Default Price") . The other Member shall have all be notified of its rights under Section 4.5 or this Section 13.2, as applicable, as if such election within thirty (30) days after expiration of the Appraisal Notice had not been given45-day period referred to in the preceding sentence. All of the provisions of Section 10.8 10.7 shall apply to a purchase under this Section 13.2(b), 13.2(c) except that for the purposes of this Section 13.2(b13.2(c), any adjustments required pursuant to Section 10.8 the date the other Member receives the Demand Notice shall be applicable the governing date referred to any events and/or liabilities or income which were not included in determining Sections 10.7(e) and (f) rather than the Fair Market Value. (ii) If the fair market value (the “Fair Market Value”) date of the assets giving of the Company is required for purposes of Section 13.2(b)(i), such Fair Market Value, if not otherwise agreed upon by the Members, shall be determined as set forth in this Section 13.2(b)(ii). All appraisers referred to herein shall be real estate appraisers which are members of the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located for at least seven (7) yearsTermination Notice. As used herein, Fair Market Value is soon as possible after the fair market value of all the assets dissolution of the Company. Each of CNL and Crescent , the Liquidating Member shall select one (1) appraiser. In the event that either party fails to select an appraiser within thirty (30) days after file a notice of the exercise of an option or election requiring a valuation, then such party’s appraiser shall be selected by the other party from a list of no fewer than five (5) appraisers compiled and approved by Member Consent (the “List”). After the selection, each appraiser shall independently determine the gross fair market value of the assets of the Company. If the separate appraisals differ, the Members shall have a period of ten (10) days after receipt of the appraisals to agree on the Fair Market Value. In the event the Members cannot agree on the Fair Market Value in accordance winding up with the preceding sentence, the two appraisers referred to therein shall within ten (10) days after the expiration of the ten day period described in the preceding sentence select a third appraiser. In the absence of such a selection, the third appraiser shall be selected Delaware Corporation Commission as required by the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located. The third appraiser shall decide which of the two appraisals established by the appraisers in accordance with this Act Section constitutes the Fair Market Value, and such decision shall be conclusive and binding on all Members.29-781.B.

Winding Up by Liquidating Member. (a) In a dissolution pursuant to either Section 4.5(d)(iii) or Articles 10 and 11, the Liquidating Member shall be as therein provided and such Liquidating Member shall have the right to: (i) Wind up the Company and cause the Company’s assets to be sold and the proceeds of sale distributed as provided in Section 13.5; or (ii) Notwithstanding anything to the contrary contained in this Agreement, cause the assets of the Company to be appraised in accordance with Section 13.2(b) and at its option, purchase the Entire Interests of the other Members in accordance with Section 13.2(b). (i) The Liquidating Member, within 30 days after the commencement of the dissolution of the Company, or the Non-Failing Member at any time during the period set forth in Section 4.5 (such Member giving the notice being referred to herein as the “Electing Member”) may give notice (the “Appraisal Notice”) to the other Members electing to have the “Fair Market Value” of the Company’s assets determined by appraisal pursuant to Section 13.2(b)(ii). The fees and expenses of such appraisers shall be borne by the Company. The Electing Member shall have the option, by notice given to the other Members within 30 days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), to purchase each other Member’s Entire Interest at a price equal to the amount which would have been distributable and payable to the other Member in accordance with the provisions of Section 9.4 if all of the Company’s assets had been sold for an amount equal to such appraised value and any debts, liabilities and expenses which would have been payable by the Company pursuant to Sections 13.5(a), (b) and Section 9.4 out of the proceeds of such sale were deducted from in determining the appraised value. Such option may be exercised by the Electing Member within forty-five (45) days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii) by notice to the other Members. If after the receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), the Electing Member elects not to exercise the option to purchase the other Members’ Entire Interests pursuant to this Section, then the Electing Member shall have all of its rights under Section 4.5 or this Section 13.2, as applicable, as if the Appraisal Notice had not been given. All of the provisions of Section 10.8 shall apply to a purchase under this Section 13.2(b), except that for the purposes of this Section 13.2(b), any adjustments required pursuant to Section 10.8 shall be applicable to any events and/or liabilities or income which were not included in determining the Fair Market Value. (ii) If the fair market value (the “Fair Market Value”) of the assets of the Company is required for purposes of Section 13.2(b)(i), such Fair Market Value, if not otherwise agreed upon by the Members, shall be determined as set forth in this Section 13.2(b)(ii). All appraisers referred to herein shall be real estate appraisers which are members of the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located for at least seven (7) years. As used herein, Fair Market Value is the fair market value of all the assets of the Company. Each of CNL and Crescent ▇▇▇▇▇▇ shall select one (1) appraiser. In the event that either party fails to select an appraiser within thirty (30) days after notice of the exercise of an option or election requiring a valuation, then such party’s appraiser shall be selected by the other party from a list of no fewer than five (5) appraisers compiled and approved by Member Consent (the “List”). After the selection, each appraiser shall independently determine the gross fair market value of the assets of the Company. If the separate appraisals differ, the Members shall have a period of ten (10) days after receipt of the appraisals to agree on the Fair Market Value. In the event the Members cannot agree on the Fair Market Value in accordance with the preceding sentence, the two appraisers referred to therein shall within ten (10) days after the expiration of the ten day period described in the preceding sentence select a third appraiser. In the absence of such a selection, the third appraiser shall be selected by the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located. The third appraiser shall decide which of the two appraisals established by the appraisers in accordance with this Section constitutes the Fair Market Value, and such decision shall be conclusive and binding on all Members.

Winding Up by Liquidating Member. (a) In a dissolution pursuant to either Section 4.5(d)(iii4.6(b)(iii)(y) or Articles 10 and 9, 10, 11, or 12, the Liquidating Member shall be as therein provided and such Liquidating Member shall have the right to: (i) Wind up the Company and cause the Company’s assets to be sold and the proceeds of sale distributed as provided in Section 13.5; or (ii) Notwithstanding anything to the contrary contained in this Agreement, cause Cause the assets of the Company to be appraised in accordance with Section 13.2(b) and at its option, purchase the Entire Interests Interest of the other Members Member in accordance with Section 13.2(b). (i) The Liquidating Member, Member within 30 thirty (30) days after the commencement of the dissolution of the Company, Company or the Non-Failing Member at any time during the period set forth in Section 4.5 4.6 (such Member giving the notice being referred to herein as the “Electing Member”) may give notice (the “Appraisal Notice”) to the other Members Member electing to have the “Fair Market Value” Value of the Company’s assets determined by appraisal pursuant to Section 13.2(b)(ii). The fees and expenses of such appraisers shall be borne by the Company. The Electing Member shall have the option, by notice given to the other Members Member within 30 seventy-five (75) days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), to purchase each the other Member’s Entire Interest at a price equal to the amount which would have been distributable and payable to the other Member in accordance with the provisions of Section 9.4 9.3(b) if all of the Company’s assets had been sold for an amount equal to such appraised value and any debts, liabilities liabilities, and expenses which would have been payable by the Company pursuant to Sections 13.5(a), (b) and Section 9.4 13.5 out of the proceeds of such sale were deducted from in determining the appraised value. Such option may be exercised by the Electing Member within forty-five (45) days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii) by notice to the other MembersMember. If If, after the receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), the Electing Member elects not to exercise the option to purchase the other Members’ Member’s Entire Interests Interest pursuant to this Section, then the Electing Member shall have all of its rights under Section 4.5 4.6 or this Section 13.2, as applicable, as if the Appraisal Notice had not been given. All of the provisions of Section 10.8 shall apply to a purchase under this Section 13.2(b), except that for the purposes of this Section 13.2(b), any adjustments required pursuant to Section 10.8 shall be applicable to any events and/or liabilities or income which were not included in determining the Fair Market Value. (ii) If the fair market value (the “Fair Market Value”) of the assets of the Company is required for purposes of Section 13.2(b)(i13.2 (b)(i), such Fair Market Value, if not otherwise agreed upon by the Members, shall be determined as set forth in this Section 13.2(b)(ii). All appraisers referred to herein shall be real estate appraisers which are members of the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located for at least seven (7) yearsand shall not be Affiliates of Prudential. As used herein, “Fair Market Value Value” is the fair market value of all the assets of the Company. Each of CNL and Crescent Member shall select one (1) appraiser. In the event that either party fails to select an appraiser within thirty (30) days after notice of the exercise of an option or election requiring a valuation, then such party’s appraiser shall be selected by the other party from a list of no fewer than five (5) appraisers compiled and approved maintained by Member Consent a Majority-in-Interest of Members (the “List”). After the selection, each appraiser shall independently determine the gross fair market value of the assets of the Company. If the separate appraisals differdiffer by an amount equal to less than ten percent (10%) of the average of the two (2), the average of such two (2) appraisals shall constitute the Fair Market Value. If the separate appraisals differ by more than such amount, the Members shall have a period of ten (10) days after receipt of the appraisals to agree on the Fair Market Value. In the event the Members cannot agree on the Fair Market Value in accordance with the preceding sentence, the two (2) appraisers referred to therein shall above shall, within ten (10) days after the expiration of the ten day (10) day-period described in the preceding sentence sentence, select a third (3rd) appraiser. In the absence of such a selection, the third (3rd) appraiser shall be selected appointed by the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is locatedAppraisers. The third (3rd) appraiser shall decide which of the two (2) appraisals established by the appraisers in accordance with this Section constitutes the Fair Market Value, and such decision shall be conclusive and binding on all Membersthe parties.

Winding Up by Liquidating Member. (a) In a dissolution pursuant to either Section 4.5(d)(iii) Article 10, 11 or Articles 10 and 1112, the Liquidating Member shall be as therein provided and such Liquidating Member shall have the right to: (ia) Wind up the Company and cause the Company’s assets to be sold and the proceeds of sale distributed as provided in Section 13.5; or (iib) Notwithstanding anything Deliver to the contrary contained in this Agreement, cause the assets of the Company to be appraised in accordance with Section 13.2(bother Member within thirty (30) and at its option, purchase the Entire Interests of the other Members in accordance with Section 13.2(b). (i) The Liquidating Member, within 30 days after the commencement of the dissolution of the Company, or the Non-Failing Member at any time during the period set forth in Section 4.5 (such Member giving the notice being referred to herein as the “Electing Member”) may give Company a notice (the a “Appraisal Demand Notice”) to the other Members electing to have the “Fair Market Value” of the Company’s assets determined by appraisal pursuant to Section 13.2(b)(ii). The fees and expenses of such appraisers shall be borne by the Company. The Electing Member shall have the option, by notice given to the other Members within 30 days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), to purchase each other Member’s Entire Interest at a price equal to the amount which would have been distributable and payable to demanding that the other Member in accordance with the provisions of Section 9.4 if all of the Company’s assets had been sold for an amount equal to such appraised value and any debtsdeliver, liabilities and expenses which would have been payable by the Company pursuant to Sections 13.5(a), (b) and Section 9.4 out of the proceeds of such sale were deducted from the appraised value. Such option may be exercised by the Electing Member within forty-five (45) days after the date of the Demand Notice, a Termination Notice in the manner and setting forth the information required under Section 10.3(a). Upon receipt of the determination Termination Notice, the Liquidating Member shall have the rights of “Fair Market Value” pursuant to the Other Member under Section 13.2(b)(ii10.3(b). (c) by notice If the other Member refuses or fails, within forty-five (45) days after the giving of the Demand Notice to the other Members. If after Member, to give the receipt of Liquidating Member a Termination Notice setting forth the determination of “Fair Market Value” pursuant to information required by Section 13.2(b)(ii10.3(a), the Electing Liquidating Member elects not to exercise the option may elect to purchase the other Members’ Member’s Entire Interests pursuant to this Section, then Interest for such price (the Electing “Default Price”) as the Liquidating Member may choose in its sole discretion. The other Member shall have all be notified of its rights under Section 4.5 or this Section 13.2, as applicable, as if such election within thirty (30) days after expiration of the Appraisal Notice had not been given45-day period referred to in the preceding sentence. All of the provisions of Section 10.8 10.7 shall apply to a purchase under this Section 13.2(b), 13.2(c) except that for the purposes of this Section 13.2(b13.2(c), any adjustments required pursuant to Section 10.8 the date the other Member receives the Demand Notice shall be applicable the governing date referred to any events and/or liabilities or income which were not included in determining Sections 10.7(e) and (f) rather than the Fair Market Value. (ii) If the fair market value (the “Fair Market Value”) date of the assets giving of the Company is required for purposes of Section 13.2(b)(i), such Fair Market Value, if not otherwise agreed upon by the Members, shall be determined as set forth in this Section 13.2(b)(ii). All appraisers referred to herein shall be real estate appraisers which are members of the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located for at least seven (7) yearsTermination Notice. As used herein, Fair Market Value is soon as possible after the fair market value of all the assets dissolution of the Company. Each of CNL and Crescent shall select one (1) appraiser. In the event that either party fails to select an appraiser within thirty (30) days after notice of the exercise of an option or election requiring a valuation, then such party’s appraiser shall be selected by the other party from a list of no fewer than five (5) appraisers compiled and approved by Member Consent (the “List”). After the selection, each appraiser shall independently determine the gross fair market value of the assets of the Company. If the separate appraisals differ, the Members Liquidating Member shall have file a period certificate of ten (10) days after receipt of the appraisals to agree on the Fair Market Value. In the event the Members cannot agree on the Fair Market Value in accordance cancellation with the preceding sentence, the two appraisers referred to therein shall within ten (10) days after the expiration Delaware Secretary of the ten day period described in the preceding sentence select a third appraiser. In the absence of such a selection, the third appraiser shall be selected State as required by the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located. The third appraiser shall decide which of the two appraisals established by the appraisers in accordance with this Act Section constitutes the Fair Market Value, and such decision shall be conclusive and binding on all Members18-203.

Winding Up by Liquidating Member. (a) In a dissolution pursuant to either Section 4.5(d)(iii) or Articles 10 and 11, the Liquidating Member shall be as therein provided and such Liquidating Member shall have the right to: (i) Wind up the Company and cause the Company’s assets to be sold and the proceeds of sale distributed as provided in Section 13.5; or (ii) Notwithstanding anything to the contrary contained in this Agreement, cause the assets of the Company to be appraised in accordance with Section 13.2(b) and at its option, purchase the Entire Interests of the other Members in accordance with Section 13.2(b). (i) The Liquidating Member, within 30 days after the commencement of the dissolution of the Company, or the Non-Failing Member at any time during the period set forth in Section 4.5 (such Member giving the notice being referred to herein as the “Electing Member”) may give notice (the “Appraisal Notice”) to the other Members electing to have the “Fair Market Value” of the Company’s assets determined by appraisal pursuant to Section 13.2(b)(ii). The fees and expenses of such appraisers shall be borne by the Company. The Electing Member shall have the option, by notice given to the other Members within 30 days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), to purchase each other Member’s Entire Interest at a price equal to the amount which would have been distributable and payable to the other Member in accordance with the provisions of Section 9.4 if all of the Company’s assets had been sold for an amount equal to such appraised value and any debts, liabilities and expenses which would have been payable by the Company pursuant to Sections 13.5(a), (b) and Section 9.4 out of the proceeds of such sale were deducted from in determining the appraised value. Such option may be exercised by the Electing Member within forty-five (45) days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii) by notice to the other Members. If after the receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), the Electing Member elects not to exercise the option to purchase the other Members’ Entire Interests pursuant to this Section, then the Electing Member shall have all of its rights under Section 4.5 or this Section 13.2, as applicable, as if the Appraisal Notice had not been given. All of the provisions of Section 10.8 shall apply to a purchase under this Section 13.2(b), except that for the purposes of this Section 13.2(b), any adjustments required pursuant to Section 10.8 shall be applicable to any events and/or liabilities or income which were not included in determining the Fair Market Value. (ii) If the fair market value (the “Fair Market Value”) of the assets of the Company is required for purposes of Section 13.2(b)(i), such Fair Market Value, if not otherwise agreed upon by the Members, shall be determined as set forth in this Section 13.2(b)(ii). All appraisers referred to herein shall be real estate appraisers which are members of the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located for at least seven (7) years. As used herein, Fair Market Value is the fair market value of all the assets of the Company. Each of CNL and Crescent TRG shall select one (1) appraiser. In the event that either party fails to select an appraiser within thirty (30) days after notice of the exercise of an option or election requiring a valuation, then such party’s appraiser shall be selected by the other party from a list of no fewer than five (5) appraisers compiled and approved by Member Consent (the “List”). After the selection, each appraiser shall independently determine the gross fair market value of the assets of the Company. If the separate appraisals differ, the Members shall have a period of ten (10) days after receipt of the appraisals to agree on the Fair Market Value. In the event the Members cannot agree on the Fair Market Value in accordance with the preceding sentence, the two appraisers referred to therein shall within ten (10) days after the expiration of the ten day period described in the preceding sentence select a third appraiser. In the absence of such a selection, the third appraiser shall be selected by the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located. The third appraiser shall decide which of the two appraisals established by the appraisers in accordance with this Section constitutes the Fair Market Value, and such decision shall be conclusive and binding on all Members.

Winding Up by Liquidating Member. (a) In a dissolution pursuant to either Section 4.5(d)(iii) or Articles 10 and 11, the Liquidating Member shall be as therein provided and such Liquidating Member shall have the right to: (i) Wind up the Company and cause the Company’s assets to be sold and the proceeds of sale distributed as provided in Section 13.5; or (ii) Notwithstanding anything to the contrary contained in this Agreement, cause the assets of the Company to be appraised in accordance with Section 13.2(b) and at its option, purchase the Entire Interests of the other Members in accordance with Section 13.2(b). (i) The Liquidating Member, within 30 days after the commencement of the dissolution of the Company, or the Non-Failing Member at any time during the period set forth in Section 4.5 (such Member giving the notice being referred to herein as the “Electing Member”) may give notice (the “Appraisal Notice”) to the other Members electing to have the “Fair Market Value” of the Company’s assets determined by appraisal pursuant to Section 13.2(b)(ii). The fees and expenses of such appraisers shall be borne by the Company. The Electing Member shall have the option, by notice given to the other Members within 30 days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), to purchase each other Member’s Entire Interest at a price equal to the amount which would have been distributable and payable to the other Member in accordance with the provisions of Section 9.4 if all of the Company’s assets had been sold for an amount equal to such appraised value and any debts, liabilities and expenses which would have been payable by the Company pursuant to Sections 13.5(a), (b) and Section 9.4 out of the proceeds of such sale were deducted from in determining the appraised value. Such option may be exercised by the Electing Member within forty-five (45) days after receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii) by notice to the other Members. If after the receipt of the determination of “Fair Market Value” pursuant to Section 13.2(b)(ii), the Electing Member elects not to exercise the option to purchase the other Members’ Entire Interests pursuant to this Section, then the Electing Member shall have all of its rights under Section 4.5 or this Section 13.2, as applicable, as if the Appraisal Notice had not been given. All of the provisions of Section 10.8 shall apply to a purchase under this Section 13.2(b), except that for the purposes of this Section 13.2(b), any adjustments required pursuant to Section 10.8 shall be applicable to any events and/or liabilities or income which were not included in determining the Fair Market Value. (ii) If the fair market value (the “Fair Market Value”) of the assets of the Company is required for purposes of Section 13.2(b)(i), such Fair Market Value, if not otherwise agreed upon by the Members, shall be determined as set forth in this Section 13.2(b)(ii). All appraisers referred to herein shall be real estate appraisers which are members of the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located for at least seven (7) years. As used herein, Fair Market Value is the fair market value of all the assets of the Company. Each of CNL and Crescent shall select one (1) appraiser. In the event that either party fails to select an appraiser within thirty (30) days after notice of the exercise of an option or election requiring a valuation, then such party’s appraiser shall be selected by the other party from a list of no fewer than five (5) appraisers compiled and approved by Member Consent (the “List”). After the selection, each appraiser shall independently determine the gross fair market value of the assets of the Company. If the separate appraisals differ, the Members shall have a period of ten (10) days after receipt of the appraisals to agree on the Fair Market Value. In the event the Members cannot agree on the Fair Market Value in accordance with the preceding sentence, the two appraisers referred to therein shall within ten (10) days after the expiration of the ten day period described in the preceding sentence select a third appraiser. In the absence of such a selection, the third appraiser shall be selected by the Chapter of the American Institute of Real Estate Appraisers for the state in which the Property is located. The third appraiser shall decide which of the two appraisals established by the appraisers in accordance with this Section constitutes the Fair Market Value, and such decision shall be conclusive and binding on all Members.five