Common use of Forced Sale Clause in Contracts

Forced Sale. (a) From and after the Lockout Date, Investor may send Notice to the Sponsor (a "Forced Sale Notice") requiring the sale of the Property to a third party in accordance with this Section 11.2. The Forced Sale Notice shall contain the material economic terms of Investor's proposed sale (the "Terms"). Investor shall have the right on behalf of the Company and the applicable Subsidiaries to engage the services of an independent institutional real estate brokerage firm with at least 5 years of experience in the commercial real estate market in the general New York City area to determine the offer price for the purchase of the Property prior to marketing the Property for sale and to solicit offers from third parties unaffiliated with any Member or such brokerage firm to purchase the Property in accordance with this Section 11.2. (b) Subject to the provisions of this Section 11.2(b), in the event Investor gives the Sponsor a Forced Sale Notice, the Sponsor shall have, for a period of sixty (60) days from the date of such Forced Sale Notice, a right of first offer to offer to purchase Investor's interests in the Company subject to the Terms. If Sponsor desires to purchase the Property on the Terms pursuant to this Section 11.2(b), Sponsor shall provide Notice thereof to Investor (a "ROFO Offer Notice") within the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, (i) Investor may proceed with the sale of the Property to a third party pursuant to Section 11.2(a) at a price greater than or equal to ninety-five percent (95.0%) of the price set forth in the Terms and the other material economic terms of such sale shall be not materially worse to the Company than the Terms and (ii) such sale of the Property by Investor to a third party pursuant to Section 11.2(a) must be completed within a period of one hundred eighty (180) days after the date of the Forced Sale Notice. If Sponsor delivers a ROFO Offer Notice, then, Sponsor shall purchase Investor's interest in the Company as if Sponsor were purchasing Investor's interest in the Company pursuant to Section 11.1 (with ((a) Sponsor being the purchasing Member, (b) Investor being the seller Member, (c) the purchase price set forth in the Terms being the Buy-Sell Value and (d) a default by Sponsor in purchasing Investor's interest in the Company entitling Investor to (x) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying with the provisions of this Section 11.2. (c) The Manager shall provide (i) all reasonably necessary documentation and information about the Property to any brokerage firm selected in accordance with Section 11.2(a) and (ii) prospective purchasers with information about Property and access to the Property and to the relevant books and records of the Company or applicable Subsidiaries in confidence in accordance with customary industry practice. (d) The sale procedures, time period for marketing the Property and the substantive terms of the purchase agreements (including, without limitation, any post-closing liability to be borne by any Subsidiary, the Company or any Member) in connection with the sale of the Property to a third party pursuant to this Section 11.2(a) shall be provided to all the Members and subject to the approval of the Members, which approval shall not be unreasonably withheld. The Company shall make customary representations and warranties with respect to the Property in such purchase agreements. (e) Investor shall have the right to cause the Company or Subsidiary to execute, acknowledge and deliver such conveyance and other documents as shall be required to effectuate the sale in accordance with any sale of the Property pursuant to Section 11.2(a). (f) Except to the extent provided in Section 11.2(b), no Member or any Affiliate thereof may purchase the Property under a sale conducted in accordance with this Section 11.2.

Forced Sale. (a) From and In addition to the rights of the parties with respect to the Buy-Sell provisions of Section 11.1 above, at any time after the Lockout DateBuy-Sell Period, Investor may send Notice either Member (the actual Member initiating a Forced Sale being herein called the “Initiating Member”) shall have the right (the “Forced Sale Right”) to require a sale of the Project by the Company pursuant to the Sponsor provisions of this Section 11.2 (herein called a “Forced Sale”). The Initiating Member may initiate the Forced Sale by giving a written notice (a "“Forced Sale Notice"”) requiring signed by the sale of Initiating Member to the Property to a third party in accordance with this Section 11.2. other Member (the “Receiving Member”). (b) The Forced Sale Notice shall contain specify (i) the Initiating Member’s determination of the all-cash price for the entire Project and other assets of the Company (except cash), taking into account, but not reduced by, all liens, debts and other then-existing liabilities as reflected on the most recent financial statements for the Company (the “Forced Sale Price”), (ii) allocation of closing costs, and (iii) such other material economic terms of Investor's proposed such sale as the Initiating Member may propose to the Receiving Member; provided, however, that the terms of such sale must (A) provide for an “as is” sale as of the "Terms"time the Forced Sale Notice is given, (B) provide for expiration of any representations or warranties (other than a special warranty of title) not more than one (1) year following the closing, (C) provide for closing within 100 days of the date a contract is signed and (D) be subject to no contingencies other than customary due diligence contingencies, such as review of title, survey and environmental matters; provided, however, that acceptable contingencies shall not include those based on further completion of the Project, occupancy, sale or rental achievement. (c) The Receiving Member shall have the right, exercisable by delivery of notice in writing (referred to herein as an “Election”) to the Initiating Member within ninety (90) calendar days from the date of receipt by the Receiving Member of the Forced Sale Notice (referred to herein as the “Election Date”), to notify the Initiating Member either: (i) That the Receiving Member is agreeable to the sale of the Project by the Company for a price not less than ninety percent (90.0%) of the Forced Sale Price set forth in the Forced Sale Notice and on other terms no less favorable to the Company than those set forth in the Forced Sale Notice; provided, however, that neither the Member nor any of its Affiliates shall qualify as a purchaser under this clause (i) without the written consent of the Initiating Member in its sole discretion; or (ii) That the Receiving Member elects to buy the Interest of the Initiating Member for a cash purchase price equal to the Initiating Member’s Forced Sale Value (as defined in subparagraph (e) below). (d) In the event of an Election pursuant to Section 11.2(c)(i) above, the agreement to such sale between the Members shall be binding for six months following the date of such election (or deemed election) by the Receiving Member. Investor During such six-month period the Company (and the Members) shall cooperate in good faith to effect such sale by a contract to be executed within such period with closing to occur not later than one hundred (100) days following the date of the execution of the contract of sale. In the event the Initiating Member is not the Manager and is dissatisfied with the marketing efforts undertaken by the Manager to complete the sale of the Project, the Initiating Member may give the Manager written notice of such dissatisfaction, together with a description in reasonable detail of the deficiencies observed and suggestions for resolving the same. In the event such deficiencies have not been rectified within 30 days following the date of such notice, then the Initiating Member shall have the right to act on behalf of the Company in the place of Manager in connection with such sale for the duration of such six-month period and, if applicable, 100-day period prior to closing. In the event that such sale is not consummated as contemplated thereby, the Company shall, at the direction of both Members, exercise any remedies or rights, or satisfy any liabilities, the Company may have with respect thereto, and the applicable Subsidiaries Members shall be restored to engage the services status quo ante under this Agreement. The failure of an independent institutional real estate brokerage firm either Member to close or the failure of either Member to cooperate with at least 5 years the effort to sell or to cause the closing to occur once the Project is subject to a contract of experience sale as required by this Section 11.2(d) shall constitute a Defaulting Event hereunder. (e) As used herein, a Member’s “Forced Sale Value” shall be equal to the sum the Member would have been entitled to receive had the sale of the Project been closed and consummated on the terms of the Forced Sale Notice and the Company thereafter liquidated in the commercial real estate market manner provided in Article IX hereof, assuming the general New York City area to determine the offer price for the purchase prior allocation of the Property prior to marketing the Property for sale and to solicit offers from third parties unaffiliated with any Member Net Income or such brokerage firm to purchase the Property Net Loss in accordance with the terms of this Section 11.2Agreement which would have been recognized by the Company in connection with any sale of the Project for an amount equal to the purchase price provided for in the Forced Sale Notice. (bf) If the Receiving Member agrees or is deemed to have agreed to the sale to a third party pursuant to Section 11.2(c)(i) above, and no such third-party sale is consummated within 180 days following the date of the Receiving Member’s Election or deemed Election, the requirement to sell the Project shall lapse and be of no further force and effect, until and unless a new Forced Sale Notice is given as herein provided. (g) Closing pursuant to an exercise under Section 11.2(c)(ii) shall be held on or before the date set forth in the Forced Sale Notice. (h) Subject to the provisions of this Section 11.2(b)11.2 and Section 11.8, in the event Investor gives the Sponsor a Forced Sale Notice, the Sponsor shall have, for a period of sixty (60) days from the date of such Forced Sale Notice, a right of first offer to offer to purchase Investor's interests in the Company subject to the Terms. If Sponsor desires to purchase the Property on the Terms pursuant to this Section 11.2(b), Sponsor shall provide Notice thereof to Investor (a "ROFO Offer Notice") within the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, (i) Investor may proceed with the sale of the Property to a third party pursuant to Section 11.2(a) be instituted at a price greater than or equal to ninety-five percent (95.0%) of the price set forth in the Terms and the other material economic terms of such sale shall be not materially worse to the Company than the Terms and (ii) such sale of the Property by Investor to a third party pursuant to Section 11.2(a) must be completed within a period of one hundred eighty (180) days after the date of the Forced Sale Notice. If Sponsor delivers a ROFO Offer Notice, then, Sponsor shall purchase Investor's interest in the Company as if Sponsor were purchasing Investor's interest in the Company pursuant to Section 11.1 (with ((a) Sponsor being the purchasing Member, (b) Investor being the seller Member, (c) the purchase price set forth in the Terms being the Buy-Sell Value and (d) a default by Sponsor in purchasing Investor's interest in the Company entitling Investor to (x) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying with the provisions of this Section 11.2time. (c) The Manager shall provide (i) all reasonably necessary documentation and information about the Property to any brokerage firm selected in accordance with Section 11.2(a) and (ii) prospective purchasers with information about Property and access to the Property and to the relevant books and records of the Company or applicable Subsidiaries in confidence in accordance with customary industry practice. (d) The sale procedures, time period for marketing the Property and the substantive terms of the purchase agreements (including, without limitation, any post-closing liability to be borne by any Subsidiary, the Company or any Member) in connection with the sale of the Property to a third party pursuant to this Section 11.2(a) shall be provided to all the Members and subject to the approval of the Members, which approval shall not be unreasonably withheld. The Company shall make customary representations and warranties with respect to the Property in such purchase agreements. (e) Investor shall have the right to cause the Company or Subsidiary to execute, acknowledge and deliver such conveyance and other documents as shall be required to effectuate the sale in accordance with any sale of the Property pursuant to Section 11.2(a). (f) Except to the extent provided in Section 11.2(b), no Member or any Affiliate thereof may purchase the Property under a sale conducted in accordance with this Section 11.2.

Forced Sale. (a) From and In addition to the rights of the parties with respect to the Buy-Sell provisions of Section 11.1 above, at any time after the Lockout DateBuy-Sell Period, Investor may send Notice to either Member (the Sponsor (actual Member initiating a "Forced Sale Notice"being herein called the “Initiating Member”) requiring the sale of the Property to a third party in accordance with this Section 11.2. The Forced Sale Notice shall contain the material economic terms of Investor's proposed sale (the "Terms"). Investor shall have the right on behalf (the “Forced Sale Right”) to require a sale of the Project by the Company and the applicable Subsidiaries to engage the services of an independent institutional real estate brokerage firm with at least 5 years of experience in the commercial real estate market in the general New York City area to determine the offer price for the purchase of the Property prior to marketing the Property for sale and to solicit offers from third parties unaffiliated with any Member or such brokerage firm to purchase the Property in accordance with this Section 11.2. (b) Subject pursuant to the provisions of this Section 11.2(b11.2 (herein called a “Forced Sale”), in . The Initiating Member may initiate the event Investor gives the Sponsor Forced Sale by giving a written notice (a “Forced Sale Notice”) signed by the Initiating Member to the other Member (the “Receiving Member”). (b) The Forced Sale Notice shall specify (i) the Initiating Member’s determination of the all-cash price for the entire Project and other assets of the Company (except cash), taking into account, but not reduced by, all liens, debts and other then-existing liabilities as reflected on the Sponsor most recent financial statements for the Company (the “Forced Sale Price”), (ii) allocation of closing costs, and (iii) such other material economic terms of such sale as the Initiating Member may propose to the Receiving Member; provided, however, that the terms of such sale must (A) provide for an “as is” sale as of the time the Forced Sale Notice is given, (B) provide for expiration of any representations or warranties (other than a special warranty of title) not more than one (1) year following the closing, (C) provide for closing within 100 days of the date a contract is signed and (D) be subject to no contingencies other than customary due diligence contingencies, such as review of title, survey and environmental matters; provided, however, that acceptable contingencies shall havenot include those based on further completion of the Project, for a period occupancy, sale or rental achievement. (c) The Receiving Member shall have the right, exercisable by delivery of sixty notice in writing (60referred to herein as an “Election”) to the Initiating Member within ninety (90) calendar days from the date of such receipt by the Receiving Member of the Forced Sale Notice, a right of first offer Notice (referred to offer to purchase Investor's interests in herein as the Company subject to the Terms. If Sponsor desires to purchase the Property on the Terms pursuant to this Section 11.2(b“Election Date”), Sponsor shall provide Notice thereof to Investor (a "ROFO Offer Notice") within notify the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, Initiating Member either: (i) Investor may proceed with That the Receiving Member is agreeable to the sale of the Property Project by the Company for a price not less than ninety percent (90.0%) of the Forced Sale Price set forth in the Forced Sale Notice and on other terms no less favorable to the Company than those set forth in the Forced Sale Notice; provided, however, that neither the Member nor any of its Affiliates shall qualify as a purchaser under this clause (i) without the written consent of the Initiating Member in its sole discretion; or (ii) That the Receiving Member elects to buy the Interest of the Initiating Member for a cash purchase price equal to the Initiating Member’s Forced Sale Value (as defined in subparagraph (e) below). (d) In the event of an Election pursuant to Section 11.2(c)(i) above, the agreement to such sale between the Members shall be binding for six months following the date of such election (or deemed election) by the Receiving Member. During such six-month period the Company (and the Members) shall cooperate in good faith to effect such sale by a contract to be executed within such period with closing to occur not later than one hundred (100) days following the date of the execution of the contract of sale. In the event the Initiating Member is not the Manager and is dissatisfied with the marketing efforts undertaken by the Manager to complete the sale of the Project, the Initiating Member may give the Manager written notice of such dissatisfaction, together with a description in reasonable detail of the deficiencies observed and suggestions for resolving the same. In the event such deficiencies have not been rectified within 30 days following the date of such notice, then the Initiating Member shall have the right to act on behalf of the Company in the place of Manager in connection with such sale for the duration of such six-month period and, if applicable, 100-day period prior to closing. In the event that such sale is not consummated as contemplated thereby, the Company shall, at the direction of both Members, exercise any remedies or rights, or satisfy any liabilities, the Company may have with respect thereto, and the Members shall be restored to the status quo ante under this Agreement. The failure of either Member to close or the failure of either Member to cooperate with the effort to sell or to cause the closing to occur once the Project is subject to a contract of sale as required by this Section 11.2(d) shall constitute a Defaulting Event hereunder. (e) As used herein, a Member’s “Forced Sale Value” shall be equal to the sum the Member would have been entitled to receive had the sale of the Project been closed and consummated on the terms of the Forced Sale Notice and the Company thereafter liquidated in the manner provided in Article IX hereof, assuming the prior allocation of any Net Income or Net Loss in accordance with the terms of this Agreement which would have been recognized by the Company in connection with any sale of the Project for an amount equal to the purchase price provided for in the Forced Sale Notice. (f) If the Receiving Member agrees or is deemed to have agreed to the sale to a third party pursuant to Section 11.2(a11.2(c)(i) at a price greater than or equal to ninetyabove, and no such third-five percent (95.0%) party sale is consummated within 180 days following the date of the price Receiving Member’s Election or deemed Election, the requirement to sell the Project shall lapse and be of no further force and effect, until and unless a new Forced Sale Notice is given as herein provided. 42 (g) Closing pursuant to an exercise under Section 11.2(c)(ii) shall be held on or before the date set forth in the Terms and the other material economic terms of such sale shall be not materially worse to the Company than the Terms and (ii) such sale of the Property by Investor to a third party pursuant to Section 11.2(a) must be completed within a period of one hundred eighty (180) days after the date of the Forced Sale Notice. If Sponsor delivers a ROFO Offer Notice, then, Sponsor shall purchase Investor's interest in the Company as if Sponsor were purchasing Investor's interest in the Company pursuant to Section 11.1 (with ((a) Sponsor being the purchasing Member, (b) Investor being the seller Member, (c) the purchase price set forth in the Terms being the Buy-Sell Value and (d) a default by Sponsor in purchasing Investor's interest in the Company entitling Investor to (x) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying with the provisions of this Section 11.2. (c) The Manager shall provide (i) all reasonably necessary documentation and information about the Property to any brokerage firm selected in accordance with Section 11.2(a) and (ii) prospective purchasers with information about Property and access to the Property and to the relevant books and records of the Company or applicable Subsidiaries in confidence in accordance with customary industry practice. (d) The sale procedures, time period for marketing the Property and the substantive terms of the purchase agreements (including, without limitation, any post-closing liability to be borne by any Subsidiary, the Company or any Member) in connection with the sale of the Property to a third party pursuant to this Section 11.2(a) shall be provided to all the Members and subject to the approval of the Members, which approval shall not be unreasonably withheld. The Company shall make customary representations and warranties with respect to the Property in such purchase agreements. (e) Investor shall have the right to cause the Company or Subsidiary to execute, acknowledge and deliver such conveyance and other documents as shall be required to effectuate the sale in accordance with any sale of the Property pursuant to Section 11.2(a). (f) Except to the extent provided in Section 11.2(b), no Member or any Affiliate thereof may purchase the Property under a sale conducted in accordance with this Section 11.2.

Forced Sale. The Credit Committee shall have full power, in its sole discretion, without prejudice to any other rights or remedies the Credit Committee, any Manager or the Company may have: (ai) From and after to require the Lockout Date, Investor may send Notice Defaulting Member to sell to the Sponsor (a "Forced Sale Notice") requiring the sale Company or to all of the Property other Members (other than Defaulting Members) who wish to purchase, on a pro rata basis based on their respective Aggregate Percentage Interests, all of such Defaulting Member’s Interests at a purchase price equal to the lesser of (x) the total amount of the Capital Contributions made by such Defaulting Member or (y) the amount equal to 95% of the Membership Interest Fair Market Value, as of the date of the determination of the Credit Committee to require such sale, of the Interests to be sold, in all cases net of all costs and expenses incurred by the Company, any Manager or any non-defaulting Member in connection with such Member Default or the acquisition of such Defaulting Member’s Interest (including but not limited to the costs of all Appraisers engaged in determining the Membership Interest Fair Market Value of the Interest to be sold (to the extent not paid directly by such Defaulting Member)); or (ii) to require the Defaulting Member to sell all of its Interests (or any portion thereof) to a third party or third parties designated by the Credit Committee (which third party or third parties may be Affiliates of any Member), at the purchase price specified in accordance the preceding clause (i) and in a transaction that complies with this Section 11.2. The Forced Sale Notice shall contain 10.1 and the material economic terms Senior Loan Agreement, provided that prior to such sale all of Investor's proposed sale the Members other than such Defaulting Member (the "Terms"). Investor or any other Defaulting Member) shall have been offered an opportunity in writing to purchase such Defaulting Member’s Interests as aforesaid, and such sale to such third party shall be made to the right on behalf extent that such Members have declined to make such purchase or have not indicated their acceptance of such offer to the Credit Committee within 10 Business Days of the delivery of such offer. Any payment by the Company and the applicable Subsidiaries to engage the services of an independent institutional real estate brokerage firm with at least 5 years of experience in the commercial real estate market in the general New York City area to determine the offer price for the purchase of the Property prior to marketing the Property for sale and to solicit offers from third parties unaffiliated with any Member or such brokerage firm to purchase the Property in accordance with this Section 11.2. (b) Subject to the provisions of this Section 11.2(b), in the event Investor gives the Sponsor a Forced Sale Notice, the Sponsor shall have, for a period of sixty (60) days from the date of such Forced Sale Notice, a right of first offer to offer to purchase Investor's interests in the Company subject to the Terms. If Sponsor desires to purchase the Property on the Terms pursuant to this Section 11.2(b), Sponsor shall provide Notice thereof to Investor (a "ROFO Offer Notice") within the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, (i) Investor may proceed with the sale of the Property to a third party Interests pursuant to Section 11.2(a) at a price greater than or equal to ninety-five percent (95.0%) of the price set forth in the Terms and the other material economic terms of such sale shall be not materially worse to the Company than the Terms and (ii) such sale of the Property by Investor to a third party pursuant to Section 11.2(a) must be completed within a period of one hundred eighty (180) days after the date of the Forced Sale Notice. If Sponsor delivers a ROFO Offer Notice, then, Sponsor shall purchase Investor's interest in the Company as if Sponsor were purchasing Investor's interest in the Company pursuant to Section 11.1 (with ((a) Sponsor being the purchasing Member, (b) Investor being the seller Member, (c) the purchase price set forth in the Terms being the Buy-Sell Value and (d) a default by Sponsor in purchasing Investor's interest in the Company entitling Investor to (x) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying with the provisions of this Section 11.2. (c) The Manager shall provide (i) all reasonably necessary documentation and information about the Property to any brokerage firm selected in accordance with Section 11.2(a) and (ii) prospective purchasers with information about Property and access to the Property and to the relevant books and records of the Company or applicable Subsidiaries in confidence in accordance with customary industry practice. (d) The sale procedures, time period for marketing the Property and the substantive terms of the purchase agreements (including, without limitation, any post-closing liability to be borne by any Subsidiary, the Company or any Member) in connection with the sale of the Property to a third party pursuant to this Section 11.2(a10.3(e)(i) shall be provided made in cash unless the Credit Committee determines that the payment in cash would be economically detrimental to all the Members and Company, in which case such payment may be made in kind, subject to the approval of the Members, which approval shall not be unreasonably withheld. The Company shall make customary representations and warranties with respect to the Property in such purchase agreementsApplicable Law. (e) Investor shall have the right to cause the Company or Subsidiary to execute, acknowledge and deliver such conveyance and other documents as shall be required to effectuate the sale in accordance with any sale of the Property pursuant to Section 11.2(a). (f) Except to the extent provided in Section 11.2(b), no Member or any Affiliate thereof may purchase the Property under a sale conducted in accordance with this Section 11.2.

Forced Sale. (aIf the Buy-Out Member and Central Soya are unable to agree upon a purchase price for the Buy-Out Interest within the time period set forth in Section 11.4(g) From above or if the Buy-Out Member elects not to purchase the Buy-Out Interest at any price or if the Transferring Member and after the Lockout DateNon-Transferring Members are unable to sell the sum of Percentage Interests to a Purchaser as provided in Section 11.4(f) above, Investor may send Notice and unless otherwise agreed to by the Sponsor (a "Forced Sale Notice") requiring Buy-Out Member and the sale holder of the Property Buy-Out Interest, the Members shall use their commercially reasonable best efforts to a third party in accordance with this Section 11.2. The Forced Sale Notice shall contain sell all of the material economic terms of Investor's proposed sale (the "Terms"). Investor shall have the right on behalf Membership Interests of the Company and the applicable Subsidiaries to engage the services of an independent institutional real estate brokerage firm with at least 5 years of experience shall work together in the commercial real estate market in the general New York City area to determine the offer price for the purchase of the Property prior to marketing the Property for sale and to solicit offers from third parties unaffiliated with any Member or such brokerage firm to purchase the Property in accordance with this Section 11.2. (b) Subject to the provisions of this Section 11.2(b), in the event Investor gives the Sponsor a Forced Sale Notice, the Sponsor shall have, good faith for a period of sixty (60) days from the date of such Forced Sale Notice, a right of first offer not to offer to purchase Investor's interests in the Company subject to the Terms. If Sponsor desires to purchase the Property on the Terms pursuant to this Section 11.2(b), Sponsor shall provide Notice thereof to Investor (a "ROFO Offer Notice") within the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, (i) Investor may proceed with the sale of the Property to a third party pursuant to Section 11.2(a) at a price greater than or equal to ninety-five percent (95.0%) of the price set forth in the Terms and the other material economic terms of such sale shall be not materially worse to the Company than the Terms and (ii) such sale of the Property by Investor to a third party pursuant to Section 11.2(a) must be completed within a period of exceed one hundred eighty (180) days after for the date sale of such Membership Interests (the “Forced Sale Period”). If, during the Forced Sale Notice. If Sponsor delivers Period, any Member receives a ROFO bona-fide offer from a Purchaser (other than a Prohibited Transferee) for the purchase of all of the Membership Interests of the Company (the “Forced Sale Offer”), the Members shall either (i) sell all of the Membership Interests pursuant to the Forced Sale Offer Notice, then, Sponsor or (ii) the Member(s) unwilling to sell its Membership Interest pursuant to the Forced Sale Offer shall offer to purchase Investor's interest the Membership Interest of the Member(s) willing to sell its Membership Interest pursuant to the Forced Sale Offer at a price equal to the price offered in the Company Forced Sale Offer times the then-current Percentage Interest of such willing Member(s). If, during the Forced Sale Period, the Members are unable to sell all of the Membership Interests to a Purchaser or no Member(s) receives a Forced Sale Offer, then the Members shall cease efforts to sell such Membership Interests until such time as if Sponsor were purchasing Investor's interest in the Company pursuant to Section 11.1 (with ((a) Sponsor being the purchasing Member, (b) Investor being the seller Member, (c) the purchase price procedures set forth in Section 11.4(f) or Section 11.4(g) above are recommenced; provided, however, that Central Soya shall not recommence the Terms being the Buy-Sell Value and (dprocedures set forth in Section 11.4(g) a default by Sponsor in purchasing Investor's interest in the Company entitling Investor above prior to (x) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying with the provisions of this Section 11.2. (c) The Manager shall provide (i) all reasonably necessary documentation and information about the Property to any brokerage firm selected in accordance with Section 11.2(a) and (ii) prospective purchasers with information about Property and access to the Property and to the relevant books and records December 31st of the Company or applicable Subsidiaries in confidence in accordance with customary industry practicenext succeeding year. (d) The sale procedures, time period for marketing the Property and the substantive terms of the purchase agreements (including, without limitation, any post-closing liability to be borne by any Subsidiary, the Company or any Member) in connection with the sale of the Property to a third party pursuant to this Section 11.2(a) shall be provided to all the Members and subject to the approval of the Members, which approval shall not be unreasonably withheld. The Company shall make customary representations and warranties with respect to the Property in such purchase agreements. (e) Investor shall have the right to cause the Company or Subsidiary to execute, acknowledge and deliver such conveyance and other documents as shall be required to effectuate the sale in accordance with any sale of the Property pursuant to Section 11.2(a). (f) Except to the extent provided in Section 11.2(b), no Member or any Affiliate thereof may purchase the Property under a sale conducted in accordance with this Section 11.2.

Forced Sale. (a) From and At any time after the Lockout Lock-Out Date, Investor may send Notice to the Sponsor (a "Forced Sale Notice") requiring the sale of the Property to a third party in accordance with this Section 11.2. The Forced Sale Notice shall contain the material economic terms of Investor's proposed sale (the "Terms"). Investor Madison Member shall have the right on behalf to cause the sale of any one or more Eligible Sale Properties (whether through a sale of the Company and corresponding Properties, the applicable Subsidiaries to engage the services of an independent institutional real estate brokerage firm with at least 5 years of experience in the commercial real estate market in the general New York City area to determine the offer price for the purchase of the Property prior to marketing the Property for sale and to solicit offers from third parties unaffiliated with any Member or such brokerage firm to purchase the Property in accordance with this Section 11.2. (b) Subject to the provisions of this Section 11.2(b)Owners or, in the event Investor gives case of a sale of all of the Sponsor a Forced Sale NoticeProperties of the Company, the Sponsor shall have, for a period of sixty (60) days from the date of such Forced Sale Notice, a right of first offer to offer to purchase Investor's interests in the Company subject to the Terms. If Sponsor desires to purchase the Property on the Terms pursuant to this Section 11.2(b), Sponsor shall provide Notice thereof to Investor (a "ROFO Offer Notice") within the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, (i) Investor may proceed with through the sale of all of the Property Interests of Madison Member and Plymouth Member in the Company) to a third party pursuant to the procedures set out in this Section 11.2(a9.2. (b) Madison Member shall first deliver to the Managing Member written notice of its intention to initiate a sale process pursuant to this Section 9.2 (the “Forced Sale Notice”), which notice shall contain: (i) a statement of the applicable Eligible Sale Properties or entities that Madison Member is electing to be sold (the “Forced Sale Assets”); (ii) the proposed material terms of such sale transaction, including the purchase price (“Forced Sale ROFO Asset Purchase Price”) at which Madison Member would cause the Members to sell the Forced Sale Assets; (iii) if the Forced Sale Assets comprise all the Properties, the Property Owners or the Company (in each case, the “Entire Portfolio”), an offer to transfer all right, title and interest in and to the Interest of Madison Member in the Company to Plymouth Member, free and clear of all liens, pledges, security interests, restrictions, claims and other encumbrances (other than the restrictions (w) set forth in this Agreement, (x) expressly permitted by Plymouth Member (y) in favor of any third party lender that has made a loan to the Company and (z) that apply under applicable securities laws) and on the other related terms set out in the Forced Sale Notice, for a purchase price greater than or equal to ninetythe amount (as calculated by the Accountant) that Madison Member would receive pursuant to Section 10.3 if all of the Property Owners were sold for the Forced Sale ROFO Asset Purchase Price and the proceeds were distributed in accordance with Article 8 (the “Forced Sale ROFO Interest Purchase Price”); and (iv) if the Forced Sale Assets comprise less than the Entire Portfolio, an offer to consent to the Managing Member causing the Company to transfer all right, title and interest in and to the Forced Sale Assets to Plymouth Member, free and clear of all liens, pledges, security interests, restrictions, claims and other encumbrances (other than the restrictions (w) set forth in this Agreement, (x) expressly permitted by Plymouth Member (y) in favor of any third party lender that has made a loan to the Company and (z) that apply under applicable securities laws) and on the other related terms set out in the Forced Sale Notice, for a purchase price equal to the Forced Sale ROFO Asset Purchase Price. (c) Within sixty (60) days following the delivery of the Forced Sale Notice (the “Forced Sale ROFO Offer Period”), Plymouth Member may deliver to Madison Member a notice (the “Forced Sale ROFO Acceptance Notice”) accepting the offer (i) if the Forced Sale Assets comprise the Entire Portfolio, to purchase the Interest of Madison Member in the Company for the Forced Sale ROFO Interest Purchase Price, or (ii) if the Forced Sale Assets comprise less than the Entire Portfolio, to purchase the Forced Sale Assets for the Forced Sale ROFO Asset Purchase Price, in each case, on the other related terms set out in the Forced Sale Notice. (d) If Plymouth Member delivers a Forced Sale ROFO Acceptance Notice on a timely basis, Plymouth Member shall simultaneously (or within one (1) Business Day thereof) deliver (i) to a nationally recognized title insurance company, as escrow agent pursuant to a customary and reasonable escrow agreement, a non-refundable deposit in immediately available funds in an aggregate amount equal to five percent (95.05%) of the price set forth in Forced Sale ROFO Interest Purchase Price or the Terms and Forced Sale ROFO Asset Purchase Price, as applicable (the other material economic terms of such sale shall be not materially worse to the Company than the Terms “Forced Sale ROFO Deposit”) and (ii) to Madison Member, evidence of capital as needed to complete the purchase of Madison Member’s Interest or the Forced Sale Assets, as applicable, and such evidence is satisfactory to Madison Member in its sole discretion. (e) If Plymouth Member delivers a Forced Sale ROFO Acceptance Notice and the Forced Sale ROFO Deposit on a timely basis, the Members shall cooperate in good faith to complete the sale of Madison Member’s Interest or the Property by Investor Forced Sale Assets, as applicable, to a third party pursuant to Section 11.2(a) must be completed Plymouth Member within a period of one hundred eighty sixty (18060) days after the date of the Forced Sale NoticeROFO Acceptance Notice (such closing date, the “Forced Sale ROFO Closing Date”), it being agreed that if such sale fails to close for any reason within such time period other than by reason of a default of Madison Member, Madison Member shall be entitled to retain the entire amount of the Forced Sale ROFO Deposit as liquidated damages in accordance with the terms of Section 9.2(f). Plymouth Member may assign its right to purchase Madison Member’s Interest or the Forced Sale Assets, as applicable, to any Person provided that Plymouth Member shall continue to remain liable for any liabilities of Plymouth Member in relation to such acquisition, including liabilities arising after the date of such assignment. (f) If Sponsor Plymouth Member delivers a Forced Sale ROFO Offer NoticeAcceptance Notice and the Forced Sale ROFO Deposit on a timely basis but: (i) the closing fails to occur by the Forced Sale ROFO Closing Date by reason of a default of Plymouth Member (that is not caused solely by the actions or inactions of Madison Member), thenwhich default is not cured within five (5) Business Days after Plymouth Member’s receipt of written notice from Madison Member specifying the applicable default, Sponsor Madison Member shall purchase Investor's interest be entitled (A) to damages in the Company full amount of the Forced Sale ROFO Deposit (as liquidated damages and not as a penalty, it being agreed that the actual damages would be difficult or impossible to calculate and such amount is a fair measure of the damages), (B) to receive a reimbursement from Plymouth Member for the reasonable third-party, out-of-pocket costs incurred and paid by Madison Member in connection with the sale, and (C) at any time thereafter, to cause the disposition of the Forced Sale Assets at such price as Madison Member may determine as if Sponsor were purchasing Investor's interest Plymouth Member had not delivered a Forced Sale ROFO Acceptance Notice; or (ii) the closing fails to occur by the Forced Sale ROFO Closing Date by reason of default of Madison Member (that is not caused solely by the actions or inactions of Plymouth Member), which default is not cured within five (5) Business Days after Madison Member’s receipt of written notice from Plymouth Member specifying the applicable default, Plymouth Member shall be entitled to (A) the return of the Forced Sale ROFO Deposit, (B) a reimbursement from Madison Member for the reasonable third-party, out-of-pocket costs incurred and paid by the Managing Member in connection with the sale, and (C) seek specific performance to buy (x) if the Forced Sale Assets comprise the Entire Portfolio, Madison Member’s Interest for the Forced Sale ROFO Interest Purchase Price, or (y) if the Forced Sale Assets do not comprise the Entire Portfolio, the Forced Sale Assets for the Forced Sale ROFO Asset Purchase Price, and in such event to recover all reasonable third party, out-of-pocket costs incurred in connection with such enforcement. (g) If the Managing Member elects not to purchase Madison Member’s Interest or the Forced Sale Assets, as applicable, or fails to deliver both the Forced Sale ROFO Acceptance Notice and the Forced Sale ROFO Deposit on a timely basis, Madison Member may cause the Company (or, in the Company pursuant case of a sale of all the Interests in the Company, Plymouth Member and Madison Member) to Section 11.1 enter into a contract of sale for the Forced Sale Assets (the “Forced Sale Third Party Purchase Agreement”) with ((a) Sponsor being the purchasing Member, (b) Investor being the seller Member, (c) the a Person who is not an Affiliate of a Member for a purchase price equal to or greater than ninety-five percent (95%) of the Forced Sale ROFO Asset Purchase Price and on such additional terms which, taken together, are substantially the same to the Members as, or better than, those set forth in the Terms being the Buy-Sell Value and (d) a default by Sponsor in purchasing Investor's interest in the Company entitling Investor to (x) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying with the provisions of this Section 11.2Forced Sale Notice. (c) The Manager shall provide (i) all reasonably necessary documentation and information about the Property to any brokerage firm selected in accordance with Section 11.2(a) and (ii) prospective purchasers with information about Property and access to the Property and to the relevant books and records of the Company or applicable Subsidiaries in confidence in accordance with customary industry practice. (dh) The sale proceduresof the Forced Sale Assets to a third party may be made in any commercially reasonable manner, time period either directly by Madison Member or through investment bankers or real estate brokers for marketing the Property a commission, and on other terms that are “market” as reasonably determined by Madison Member. In addition, Madison Member and the substantive Managing Member shall reasonably cooperate with each other in good faith regarding the sales process and the Managing Member will make itself reasonably available, at the request of Madison Member, to discuss the terms and conditions of the purchase agreements (including, without limitation, sale of the Forced Sale Assets with any post-closing liability to be borne potential purchaser. Any reasonable costs incurred by any Subsidiary, the Members or the Company or any Member) in connection with the sale of the Property Forced Sale Assets to a third party shall be borne by the Company as an ordinary expense of its business. (i) In connection with the sale of the Forced Sale Assets by Madison Member pursuant to this Section 11.2(a) 9.2, the Company and each Member shall be provided reasonably cooperate with each other to execute all documents and take all other actions at no out-of-pocket expense that Madison Member determines are necessary or advisable to achieve the Members and subject to the approval sale of the MembersForced Sale Assets; provided, which approval shall however, that if the Managing Member does not be unreasonably withheld. The Company shall make customary representations and warranties cooperate with respect a reasonable request by Madison Member to the Property execute any document or take any other action at no out-of-pocket expense that is reasonable or necessary in connection with such purchase agreements. (e) Investor shall have the right to cause the Company or Subsidiary to execute, acknowledge and deliver such conveyance and other documents as shall be required to effectuate the sale in accordance with the terms of this Section 9.2 following ten (10) Business Days’ written notice to the Managing Member: (A) Madison Member shall be authorized to sign any document, make any payment and take any other action on behalf of the Company and any Subsidiary that Madison Member determines is necessary or advisable for Madison Member to achieve the sale of the Property Forced Sale Assets pursuant to this Section 11.2(a)9.2, (B) Madison Member shall be permitted to act alone on behalf of the Company, the Subsidiaries and the Managing Member pursuant to this Section 9.2 without any requirement for any signature, consent, approval or other action by any other Member, and (C) the Managing Member agrees to sign any document and take any other action that Madison Member may reasonably request so that the sale of the Forced Sale Assets pursuant to this Section 9.2 can be completed successfully. (fj) Except The closing under the Forced Sale Third Party Purchase Agreement must occur no later than one hundred and eighty days (180) days after the expiration of the Forced Sale ROFO Offer Period or, if the closing under the Forced Sale Third Party Purchase Agreement fails to occur within such time period or if the extent provided terms of such sale are materially changed, including if the purchase price is less than ninety-five percent (95%) of the Forced Sale ROFO Asset Purchase Price, unless otherwise expressly agreed to in Section 11.2(b)writing by the Members, no Madison Member or any Affiliate thereof may purchase must again follow the Property under a sale conducted in accordance with procedures of this Section 11.29.2 prior to causing any forced sale of the Forced Sale Assets under this Section 9.2.

Forced Sale. (a) From and after the Lockout Date, Investor may send Notice to the Sponsor (If ▇▇▇▇▇▇ is a "Forced Sale Notice") requiring Eligible Initiator, ▇▇▇▇▇▇ shall have the right to elect to cause the sale of the Property Company Assets to a third bona fide third-party in accordance with purchaser by delivering notice (the “Forced Sale Notice”) to ▇▇▇▇▇ (as the case may be) of such election, subject to the further provisions of this Section 11.28.9. Following delivery of a Forced Sale Notice, ▇▇▇▇▇▇ shall be deemed the “Forced Sale Initiator”, and ▇▇▇▇▇ shall be deemed the “Forced Sale Recipient”. The Forced Sale Notice shall contain an estimate made by the material economic Forced Sale Initiator in its sole discretion of the all cash gross purchase price an unaffiliated third party would pay for the Company Assets in a bona fide arm’s length sale (“Stipulated Sale Price”). (b) Forced Sale Recipient shall have ten Business Days (10) following the receipt of a Forced Sale Notice to deliver a notice (the “Property Sale Response Notice”) to the Forced Sale Initiator in which it may elect to purchase the Interests of the Forced Sale Initiator (the “Forced Sale Interests”) in accordance with Section 8.10 for a sum equal to the amount that would be distributed to the Forced Sale Initiator had the Company Assets been sold for the Stipulated Sale Price (the “Interest Purchase Price”); provided, however, that if the Forced Sale Recipient is a Put Defaulting Member, such Forced Sale Recipient shall be deemed to have elected to not acquire the Forced Sale Interests and the terms of Investor's proposed Section 8.9 (d) shall apply; (c) If the Forced Sale Recipient elects to purchase the Forced Sale Interests then the provisions of Section 8.10 shall apply. (d) If the Forced Sale Recipient elects not to acquire the Forced Sale Interests, fails to timely deliver a Property Sale Response Notice, or fails to timely deliver the Interest Sale Deposit pursuant to Section 8.10, the Managing Member shall market the Company Assets for sale (the "Terms"). Investor shall have the right and accept on behalf of the Company and (and/or the applicable Subsidiaries to engage the services of Company Subsidiary) an independent institutional real estate brokerage firm with at least 5 years of experience in the commercial real estate market in the general New York City area to determine the offer price for the purchase of the Property prior to marketing Company Assets on commercially reasonable terms meeting the Property for sale and to solicit offers from third parties unaffiliated with any Member or such brokerage firm to purchase the Property in accordance with this Section 11.2. (b) Subject to the provisions of this Section 11.2(b), in the event Investor gives the Sponsor a Forced Sale Notice, the Sponsor shall have, for a period of sixty (60) days from the date of such Forced Sale Notice, a right of first offer to offer to purchase Investor's interests in the Company subject to the Terms. If Sponsor desires to purchase the Property on the Terms pursuant to this Section 11.2(b), Sponsor shall provide Notice thereof to Investor following criteria (a "ROFO Offer Notice") within the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, “Property Sale Offer”): (i) Investor may proceed with the sale Property Sale Offer shall be for the purchase by an unaffiliated entity of all (but not less than all) of the Property to Company Assets for cash for a third party pursuant to Section 11.2(a) at a gross purchase price greater in an amount not less than or equal to ninety-five percent (95.095%) of the price set forth in the Terms and the other material economic terms of such sale shall be not materially worse to the Company than the Terms and Stipulated Sale Price; ACTIVE 203377426v.6 (ii) such sale the Property Sale Offer shall provide for the closing for the purchase of the Property by Investor to a third party pursuant to Section 11.2(aCompany Assets not sooner than fifteen (15) must be completed within a period of one hundred eighty days nor later than thirty (18030) days after the date of delivery by a Property Sale Response Notice (or the date that the Forced Sale Notice. If Sponsor delivers Recipient was deemed to have not timely delivered a ROFO Offer Property Sale Response Notice, then, Sponsor if the Forced Sale Recipient failed to deliver a Property Sale Response Notice); (iii) the Property Sale Offer shall require the entire purchase Investor's interest in price for the Company as if Sponsor were purchasing Investor's interest in Assets to be due and payable by wire transfer of immediately available federal funds at the closing of the sale of the Company pursuant to Section 11.1 Assets; and (with ((a) Sponsor being the purchasing Member, (b) Investor being the seller Member, (civ) the purchase price set forth in Property Sale Offer must cap the Terms being Company’s liability for breaches of representations and warranties at not more than 2% of the Buy-Sell Value and (d) a default by Sponsor in purchasing Investor's interest in the Company entitling Investor to (x) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying with the provisions of this Section 11.2gross sales price. (ce) The Manager Managing Member shall provide (i) all reasonably necessary documentation accept a Property Sale Offer for and information about the Property to any brokerage firm selected in accordance with Section 11.2(a) and (ii) prospective purchasers with information about Property and access to the Property and to the relevant books and records on behalf of the Company or (and/or the applicable Subsidiaries Subsidiary). Notwithstanding anything to the contrary contained in confidence in accordance with customary industry practice. (d) The sale proceduresthis Agreement, time period for marketing the Property and the substantive terms Managing Member shall be authorized to execute all commercially reasonable documents on behalf of the purchase agreements Company (and/or the applicable Subsidiary) as shall be required in order to market, close and consummate the sale of the Company Assets pursuant to the terms and provisions of an accepted Property Sale Offer (including, without limitation, any post-closing liability to be borne by any Subsidiarya commercially reasonable brokerage agreement, the Company or contract of sale and amendments and modifications thereto); provided, however, that no such documents shall (i) provide for disproportionate (i.e., other than based upon the applicable Percentage Share) liability on the part of any Member, (ii) reduce the contract purchase price below ninety-five percent (95%) of the Stipulated Sale Price or (iii) in connection with the case of a brokerage agreement, provide for the payment of a commission (as opposed to reimbursement of out-of-pocket expenses) unless and until a sale of the Property to a third party pursuant to this Section 11.2(a) shall be provided to all the Members is consummated and subject to the approval of the Members, which approval shall not be unreasonably withheld. The Company shall make customary representations and warranties with respect to the Property in such purchase agreements. (e) Investor shall have the right to cause the Company or Subsidiary to execute, acknowledge and deliver such conveyance and other documents as shall be required to effectuate the sale in accordance with any sale of the Property pursuant to Section 11.2(a)title is transferred. (f) Except The Forced Sale Recipient and Forced Sale Initiator shall cooperate with the Managing Member in connection with a proposed sale of the Company Assets pursuant to the extent provided in terms of this Section 11.2(b), no Member or any Affiliate thereof may purchase the Property under 8.9. (g) If a sale conducted of the Company Assets is not closed in accordance with the terms of this Section 11.28.9 within such thirty (30) day period, then either the Forced Sale Initiator or the Forced Sale Recipient, by notice to the other, may withdraw the Company Assets for sale, and, from and after the date such withdrawal notice is given, neither party may elect to sell the Company Assets without again delivering a Forced Sale Notice in accordance with the terms hereof. (h) Notwithstanding anything to the contrary set forth herein, in the event any rights under Section 8.5 shall be exercised prior in time to the exercise of any rights under this Section 8.9 with respect to the Company Assets, the rights under Section 8.5 shall supersede any other right existing pursuant to this Section 8.9 (and the Forced Sale Initiator shall not be entitled to exercise any right under this Section 8.9 with respect to the Company Assets until such time as the procedures under Section 8.5 have been terminated).

Forced Sale. (a) From and after the Lockout Date, Investor may send Notice to the Sponsor (If ▇▇▇▇▇▇ is a "Forced Sale Notice") requiring Eligible Initiator, ▇▇▇▇▇▇ shall have the right to elect to cause the sale of the Property Company Assets to a third bona fide third-party in accordance with purchaser by delivering notice (the “Forced Sale Notice”) to ▇▇▇▇▇ (as the case may be) of such election, subject to the further provisions of this Section 11.28.9. Following delivery of a Forced Sale Notice, the ▇▇▇▇▇▇ Members shall be deemed the “Forced Sale Initiator”, and ▇▇▇▇▇ shall be deemed the “Forced Sale Recipient”. The Forced Sale Notice shall contain an estimate made by the material economic Forced Sale Initiator in its sole discretion of the all cash gross purchase price an unaffiliated third party would pay for the Company Assets in a bona fide arm’s length sale (“Stipulated Sale Price”). (b) Forced Sale Recipient shall have ten Business Days (10) following the receipt of a Forced Sale Notice to deliver a notice (the “Property Sale Response Notice”) to the Forced Sale Initiator in which it may elect to purchase the Interests of the Forced Sale Initiator (the “Forced Sale Interests”) in accordance with Section 8.10 for a sum equal to the amount that would be distributed to the Forced Sale Initiator had the Company Assets been sold for the Stipulated Sale Price (the “Interest Purchase Price”); provided, however, that if the Forced Sale Recipient is a Put Defaulting Member, such Forced Sale Recipient shall be deemed to have elected to not acquire the Forced Sale Interests and the terms of Investor's proposed Section 8.9 (d) shall apply; provided, further, that if the Forced Sale Recipient is ▇▇▇▇▇, the Forced Sale Interests shall be deemed to include the Interests of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇. (c) If the Forced Sale Recipient elects to purchase the Forced Sale Interests then the provisions of Section 8.10 shall apply. ACTIVE 203377524v.3 (d) If the Forced Sale Recipient elects not to acquire the Forced Sale Interests, fails to timely deliver a Property Sale Response Notice, or fails to timely deliver the Interest Sale Deposit pursuant to Section 8.10, the Managing Member shall market the Company Assets for sale (the "Terms"). Investor shall have the right and accept on behalf of the Company and (and/or the applicable Subsidiaries to engage the services of Company Subsidiary) an independent institutional real estate brokerage firm with at least 5 years of experience in the commercial real estate market in the general New York City area to determine the offer price for the purchase of the Property prior to marketing Company Assets on commercially reasonable terms meeting the Property for sale and to solicit offers from third parties unaffiliated with any Member or such brokerage firm to purchase the Property in accordance with this Section 11.2. (b) Subject to the provisions of this Section 11.2(b), in the event Investor gives the Sponsor a Forced Sale Notice, the Sponsor shall have, for a period of sixty (60) days from the date of such Forced Sale Notice, a right of first offer to offer to purchase Investor's interests in the Company subject to the Terms. If Sponsor desires to purchase the Property on the Terms pursuant to this Section 11.2(b), Sponsor shall provide Notice thereof to Investor following criteria (a "ROFO Offer Notice") within the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, “Property Sale Offer”): (i) Investor may proceed with the sale Property Sale Offer shall be for the purchase by an unaffiliated entity of all (but not less than all) of the Property to Company Assets for cash for a third party pursuant to Section 11.2(a) at a gross purchase price greater in an amount not less than or equal to ninety-five percent (95.095%) of the price set forth in the Terms and the other material economic terms of such sale shall be not materially worse to the Company than the Terms and Stipulated Sale Price; (ii) such sale the Property Sale Offer shall provide for the closing for the purchase of the Property by Investor to a third party pursuant to Section 11.2(aCompany Assets not sooner than fifteen (15) must be completed within a period of one hundred eighty days nor later than thirty (18030) days after the date of delivery by a Property Sale Response Notice (or the date that the Forced Sale Notice. If Sponsor delivers Recipient was deemed to have not timely delivered a ROFO Offer Property Sale Response Notice, then, Sponsor if the Forced Sale Recipient failed to deliver a Property Sale Response Notice); (iii) the Property Sale Offer shall require the entire purchase Investor's interest in price for the Company as if Sponsor were purchasing Investor's interest in Assets to be due and payable by wire transfer of immediately available federal funds at the closing of the sale of the Company pursuant to Section 11.1 Assets; and (with ((a) Sponsor being the purchasing Member, (b) Investor being the seller Member, (civ) the purchase price set forth in Property Sale Offer must cap the Terms being Company’s liability for breaches of representations and warranties at not more than 2% of the Buy-Sell Value and (d) a default by Sponsor in purchasing Investor's interest in the Company entitling Investor to (x) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying with the provisions of this Section 11.2gross sales price. (ce) The Manager Managing Member shall provide (i) all reasonably necessary documentation accept a Property Sale Offer for and information about the Property to any brokerage firm selected in accordance with Section 11.2(a) and (ii) prospective purchasers with information about Property and access to the Property and to the relevant books and records on behalf of the Company or (and/or the applicable Subsidiaries Subsidiary). Notwithstanding anything to the contrary contained in confidence in accordance with customary industry practice. (d) The sale proceduresthis Agreement, time period for marketing the Property and the substantive terms Managing Member shall be authorized to execute all commercially reasonable documents on behalf of the purchase agreements Company (and/or the applicable Subsidiary) as shall be required in order to market, close and consummate the sale of the Company Assets pursuant to the terms and provisions of an accepted Property Sale Offer (including, without limitation, any post-closing liability to be borne by any Subsidiarya commercially reasonable brokerage agreement, the Company or contract of sale and amendments and modifications thereto); provided, however, that no such documents shall (i) provide for disproportionate (i.e., other than based upon the applicable Percentage Share) liability on the part of any Member, (ii) reduce the contract purchase price below ninety-five percent (95%) of the Stipulated Sale Price or (iii) in connection with the case of a brokerage agreement, provide for the payment of a commission (as opposed to reimbursement of out-of-pocket expenses) unless and until a sale of the Property to a third party pursuant to this Section 11.2(a) shall be provided to all the Members is consummated and subject to the approval of the Members, which approval shall not be unreasonably withheld. The Company shall make customary representations and warranties with respect to the Property in such purchase agreements. (e) Investor shall have the right to cause the Company or Subsidiary to execute, acknowledge and deliver such conveyance and other documents as shall be required to effectuate the sale in accordance with any sale of the Property pursuant to Section 11.2(a)title is transferred. (f) Except The Forced Sale Recipient and Forced Sale Initiator shall cooperate with the Managing Member in connection with a proposed sale of the Company Assets pursuant to the extent provided in terms of this Section 11.2(b), no Member or any Affiliate thereof may purchase the Property under 8.9. (g) If a sale conducted of the Company Assets is not closed in accordance with the terms of this Section 11.28.9 within such thirty (30) day period, then either the Forced Sale Initiator or the Forced Sale Recipient, by notice to the other, may withdraw the Company Assets for sale, and, from and after the date such withdrawal notice is given, neither party may elect to sell the ACTIVE 203377524v.3 Company Assets without again delivering a Forced Sale Notice in accordance with the terms hereof. (h) Notwithstanding anything to the contrary set forth herein, in the event any rights under Section 8.5 shall be exercised prior in time to the exercise of any rights under this Section 8.9 with respect to the Company Assets, the rights under Section 8.5 shall supersede any other right existing pursuant to this Section 8.9 (and the Forced Sale Initiator shall not be entitled to exercise any right under this Section 8.9 with respect to the Company Assets until such time as the procedures under Section 8.5 have been terminated).

Forced Sale. At any time on or following (ai) From and after the Lockout sixth anniversary of the Effective Date, Investor may send Notice or (ii) the occurrence of a Default Forced Sale Remedy, to the Sponsor (extent that the Series A Preferred Units have not been redeemed in full, OIC Member may direct the Company to engage in a "Forced Sale Notice") requiring the sale of the Property to a third party process in accordance with this Section 11.28.8 by delivering written notice to the Company (such notice, a “Forced Sale Notice”). The Upon the Company’s receipt of a Forced Sale Notice shall contain the material economic terms of Investor's proposed sale (the "Terms"and otherwise subject to Section 8.8(b). Investor shall have the right on behalf of , the Company shall use its reasonable best efforts to promptly commence and the applicable Subsidiaries to engage the services of an independent institutional real estate brokerage diligently pursue a process (including selecting a nationally recognized investment banking firm with at least 5 years of having experience in the commercial real estate market industry in which the Company is engage to assist the Company in such process) to (i) sell all of the Units and other Equity Securities of the Company, (ii) sell substantially all of the business assets of the Company, including substantially all of the Equity Securities of its Subsidiaries, or (iii) otherwise engage in any Sale Transaction or financing transaction that would result in the general New York City area to determine the offer price for the purchase redemption in full of the Property prior to marketing the Property for sale and to solicit offers from third parties unaffiliated Series A Preferred Units (each, a “Forced Sale”). In connection with any Forced Sale process controlled by OIC Member or such brokerage firm following the occurrence of the Springing Governance Rights, OIC Member shall use good faith efforts to purchase structure any Forced Sale to avoid ITC recapture. If, following the Property in accordance with this Section 11.2. (b) Subject to occurrence of the provisions of this Section 11.2(b)Springing Governance Rights, in the event Investor gives the Sponsor Board approves a Forced Sale Notice, the Sponsor shall have, for (a period of sixty (60) days from the date of such “Springing Governance Forced Sale Notice, a right of first offer to offer to purchase Investor's interests in the Company subject to the Terms. If Sponsor desires to purchase the Property on the Terms pursuant to this Section 11.2(bSale”), Sponsor each Common Member shall provide Notice thereof to Investor (a "ROFO Offer Notice") within the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, (i) Investor may proceed with the sale of the Property to a third party pursuant to Section 11.2(a) at a price greater than or equal to ninety-five percent (95.0%) of the price set forth in the Terms and the other material economic terms of such sale shall be not materially worse to the Company than the Terms and (ii) such sale of the Property by Investor to a third party pursuant to Section 11.2(a) must be completed within a period of one hundred eighty (180) days after the date of the Forced Sale Notice. If Sponsor delivers a ROFO Offer Notice, then, Sponsor shall purchase Investor's interest in the Company as if Sponsor were purchasing Investor's interest in the Company pursuant to Section 11.1 (with ((a) Sponsor being the purchasing Member, (b) Investor being the seller Member, (c) the purchase price set forth in the Terms being the Buy-Sell Value and (d) a default by Sponsor in purchasing Investor's interest in the Company entitling Investor to (x) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying with the provisions of this Section 11.2. (c) The Manager shall provide (i) take all reasonably necessary documentation and information about the Property to any brokerage firm selected in accordance with Section 11.2(a) and (ii) prospective purchasers with information about Property and access to the Property and to the relevant books and records of the Company or applicable Subsidiaries in confidence in accordance with customary industry practice. (d) The sale procedures, time period for marketing the Property and the substantive terms of the purchase agreements (including, without limitation, any post-closing liability to be borne by any Subsidiary, the Company or any Member) actions in connection with the sale consummation of such approved Forced Sale as reasonably requested by the Board, including, the execution of such agreements, documents, instruments and other actions reasonably necessary to consummate the Sale Transaction and, solely to the extent required, voting in favor of or otherwise consent to and approving such Sale Transaction. Each Common Member hereby appoints the secretary of the Property to a third party pursuant to this Section 11.2(a) shall be provided to all Company (as designated by the Members and subject to the approval Board following invocation of the Members, which approval shall not be unreasonably withheld. The Company shall make customary representations Springing Governance Rights) as such Common Member’s proxy and warranties attorney-in-fact with respect to all Common Units held by such Common Member solely to vote such Common Units in favor of a Springing Governance Forced Sale and to take such actions necessary to carry out the Property in such purchase agreements. (e) Investor effects of this Section 8.8(a). The foregoing grant of proxy and attorney-in-fact are coupled with an interest and shall be irrevocable through the term of this Agreement. It is the intent of the Members that each Common Member shall not have the any right to cause the Company vote on or Subsidiary otherwise consent to executea Springing Governance Forced Sale, acknowledge and deliver such conveyance and other documents as shall be required each Common Member hereby waives any dissenter’s rights, appraisal rights or similar rights with respect to effectuate the sale in accordance with any sale of the Property pursuant to Section 11.2(a)Springing Governance Forced Sale. (f) Except to the extent provided in Section 11.2(b), no Member or any Affiliate thereof may purchase the Property under a sale conducted in accordance with this Section 11.2.

Forced Sale. (a) From and after the Lockout earlier of (i) a Removal Event or (ii) the fifth (5th) anniversary of the Effective Date, Investor may send Notice the Medigus Member may, without the prior consent of any other Member, elect to the Sponsor (initiate a "Forced Sale Notice") requiring the sale of the Property to a third party by the Company in accordance with this Section 11.2. The Forced Sale Notice shall contain the material economic terms of Investor's proposed sale (the "Terms"). Investor shall have the right on behalf of the Company and the applicable Subsidiaries to engage the services of an independent institutional real estate brokerage firm with at least 5 years of experience in the commercial real estate market in the general New York City area to determine the offer price for the purchase of the Property prior to marketing the Property for sale and to solicit offers from third parties unaffiliated with any Member or such brokerage firm to purchase the Property in accordance with this Section 11.29.4. (b) Subject To initiate a sale of the Property pursuant to this Section 9.4, the Medigus Member shall provide written notice (the “Forced Sale Notice”) to the provisions Manager, with a copy to the other Members, stating the Medigus Member’s desire to cause a sale of this Section 11.2(bthe Property and setting forth the proposed sale price (which shall be sufficient to repay the Senior Financing) and other terms of sale (the “Proposed Sale Terms”), in . (c) Upon receipt of the event Investor gives the Sponsor a Forced Sale Notice, the Sponsor shall have, for other Members will have a period of fourteen (14) Business Days to elect to purchase the Property for the Proposed Sale Terms. If the other Members elect to purchase the Property, (i) the other Members shall, within such fourteen (14) Business Day period, provide written notice thereof to the Manager (with a copy to the Medigus Member) and deposit by cash (or by certified check or wire transfer of immediately available funds) to an escrow account with a nationally recognized title insurance company acceptable to the Medigus Member, an aggregate amount equal to five percent (5%) of the proposed sale price specified in Proposed Sale Terms, and (ii) the closing of such sale shall occur within sixty (60) days from the date that the other Members provide written notice of such Forced Sale Notice, a right of first offer to offer their election to purchase Investor's interests in the Company subject to the TermsProperty. If Sponsor desires the closing fails to occur by reason of a default by the other Members, the Medigus Member shall be entitled to payment of the deposit as liquidated damages and the other Members shall have no further rights to purchase the Property on the Terms pursuant to under this Section 11.2(b), Sponsor shall provide Notice thereof to Investor (a "ROFO Offer Notice") within the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, (i) Investor may proceed with the sale of the Property to a third party pursuant to Section 11.2(a) at a price greater than or equal to ninety-five percent (95.0%) of the price set forth in the Terms and the other material economic terms of such sale shall be not materially worse to the Company than the Terms and (ii) such sale of the Property by Investor to a third party pursuant to Section 11.2(a) must be completed within a period of one hundred eighty (180) days after the date of the Forced Sale Notice. If Sponsor delivers a ROFO Offer Notice, then, Sponsor shall purchase Investor's interest in the Company as if Sponsor were purchasing Investor's interest in the Company pursuant to Section 11.1 (with ((a) Sponsor being the purchasing Member, (b) Investor being the seller Member, subsection (c) the purchase price set forth in the Terms being the Buy-Sell Value and (d) a default by Sponsor in purchasing Investor's interest in the Company entitling Investor to (x) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying with the provisions of this Section 11.2. (c) The Manager shall provide (i) all reasonably necessary documentation and information about the Property to any brokerage firm selected in accordance with Section 11.2(a) and (ii) prospective purchasers with information about Property and access to the Property and to the relevant books and records of the Company or applicable Subsidiaries in confidence in accordance with customary industry practice). (d) The sale proceduresIf the other Members do not elect to purchase the Property, time period for marketing or the closing fails to occur by reason of a default by the other Members as provided in subsection (c) above, the Manager shall retain one of the six (6) largest nationally recognized brokerage firms selected by Medigus Member to market the Property for sale on the Proposed Sale Terms, and shall cause the substantive Property to be marketed and sold for a purchase price at or above the purchase price specified in the Proposed Sale Terms and upon such other terms acceptable to the Medigus Member. (e) The Manager shall comply with all reasonable instructions of the purchase agreements (including, without limitation, any post-closing liability to be borne by any Subsidiary, the Company or any Member) Medigus Member in connection with the sale of the Property to a third party pursuant to this Section 11.2(a) shall be provided to all and the Manager and the Members shall reasonably cooperate and subject to the approval execute and deliver on behalf of the MembersCompany (as applicable) such agreements, which approval shall not be unreasonably withheld. The Company shall make customary representations documents, instruments and warranties with respect to applications, including a purchase and sale agreement, deed, assignment of leases, bill of sale and other conveyance documents conveying the Property as directed by the Medigus Member in such purchase agreements. (e) Investor shall have the right order to cause the Company or Subsidiary to execute, acknowledge and deliver such conveyance and other documents as shall be required to effectuate consummate the sale in accordance with any sale of (collectively, the Property pursuant to Section 11.2(a“Sale Documents”). (f) Except to the extent provided in Section 11.2(b), no Member or any Affiliate thereof may purchase the Property under a sale conducted in accordance with this Section 11.2.

Forced Sale. (a) From Notwithstanding the other provisions of this Agreement, from and after the Lockout Lock-Out Date, Investor any Member may send Notice to the Sponsor (a "Forced Sale Notice"in its sole and absolute discretion) requiring the sale of the Property to a third party in accordance with this Section 11.2. The Forced Sale Notice shall contain the material economic terms of Investor's proposed sale (the "Terms"). Investor shall have the right on behalf of cause the Company and to sell the applicable Subsidiaries to engage the services of an independent institutional real estate brokerage firm with at least 5 years of experience in the commercial real estate market in the general New York City area to determine the offer price for the purchase of the Property prior to marketing the Property for sale and to solicit offers from third parties unaffiliated with any Member or such brokerage firm to purchase the Property in accordance with this Section 11.2. (b) Subject to the provisions of this Section 11.2(b), in the event Investor gives the Sponsor a Forced Sale Notice, the Sponsor shall have, for a period of sixty (60) days from the date of such Forced Sale Notice, Project after first providing a right of first offer to offer the other Member in accordance with the following provisions: (a) If a Member desires to purchase Investor's interests in sell the Company subject Project (the “Triggering Member”), such Member shall provide written notice (the “Forced Sale Notice”) to the Terms. If Sponsor desires other Member (the “Non-Triggering Member”) stating such desire and setting forth the total purchase price under which the Triggering Member would sell the Project, which shall be the current value of the Project established by the most recent appraisal of the Project prepared by Altus Group (or any successor to purchase Altus Group) (the Property on “Altus Appraisal”) (the Terms pursuant to this Section 11.2(b“Sales Price”), Sponsor shall provide Notice thereof to Investor . (a "ROFO Offer Notice"b) The Non-Triggering Member within the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, (i) Investor may proceed with the sale of the Property to a third party pursuant to Section 11.2(a) at a price greater than or equal to ninety-five percent (95.0%) of the price set forth in the Terms and the other material economic terms of such sale shall be not materially worse to the Company than the Terms and (ii) such sale of the Property by Investor to a third party pursuant to Section 11.2(a) must be completed within a period of one hundred eighty (180) days after the date receipt of the Forced Sale Notice. If Sponsor delivers a ROFO Offer Notice, then, Sponsor shall Notice must give written notice to the Triggering Member of the Non-Triggering Member’s election to either (i) purchase Investor's interest the Membership Interest of the Triggering Member in the Company as if Sponsor were purchasing Investor's interest in for the amount the Triggering Member would have received had the Project been sold for the Sales Price after the liabilities of the Company pursuant to Section 11.1 (with ((a) Sponsor being are satisfied and the purchasing Member, (b) Investor being the seller Member, (c) the purchase price set forth in the Terms being the Buy-Sell Value and (d) a default by Sponsor in purchasing Investor's interest in assets of the Company entitling Investor distributed in cash as provided in Section 12.4; or (ii) permit the Triggering Member to force a sale of the Project. Failure of the Non-Triggering Member to respond within such 60-day period shall be an election to permit the Triggering Member to force a sale of the Project as provided in subclause (xii) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying with the provisions of this Section 11.2above. (c) If the Non-Triggering Member elects to purchase the Membership Interest of the Triggering Member and is satisfied with the Sales Price, such purchase and sale shall close within forty-five (45) days after the Non-Triggering Member has notified the Triggering Member of its election pursuant to subsection (b) above. If the Non-Triggering Member elects to purchase the Membership Interest but is not satisfied with the Sales Price, then the Non-Triggering Member may request an update of the Altus Appraisal in connection with its election, and the purchase and sale shall close within forty-five (45) days after the adjusted Sales Price has been established by the updated appraisal. Upon completion of the sale, the Triggering Member shall have no further right, title or interest in the Company to the Project or any other right, entitlement or interest of either. The Manager Triggering Member shall do those acts and provide and execute and acknowledge (ias needed) all reasonably such documents and instruments as necessary documentation and information about the Property to any brokerage firm selected in accordance with Section 11.2(a) and (ii) prospective purchasers with information about Property and access to the Property completion and effectuation of such transaction, including, but not limited to, execution of a quitclaim deed (if required or advised by counsel for the Company of if required by a title insurance company to provide clear title free and clear of any claim or interest of such Triggering Member in or to the relevant books Project or to permit the Company to sell the Project). The Triggering Member shall be indemnified from all Company liabilities, and records the Company and the Non-Triggering Member shall use all reasonable efforts to obtain releases for the benefit of the Triggering Member from any personal liability or continuing obligations with respect to Company indebtedness or applicable Subsidiaries in confidence in accordance other Company obligations associated with customary industry practicethe Project for which the Triggering Member or any Affiliate of the Triggering Member may have personal liability. (d) The sale procedures, time period for marketing If the Property and Non-Triggering Member does not elect to purchase the substantive terms Membership Interest of the purchase agreements (including, without limitation, any post-closing liability to be borne by any SubsidiaryTriggering Member as provided above, the Company or any Member) in connection with the sale of the Property to a third party pursuant to this Section 11.2(a) shall be provided to all the Members and subject to the approval of the Members, which approval shall not be unreasonably withheld. The Company shall make customary representations and warranties with respect to the Property in such purchase agreements. (e) Investor Triggering Member shall have the right to cause the Company or Subsidiary to execute, acknowledge and deliver sell the Project to an unaffiliated third party in an arm’s length transaction at a price comparable to the Sales Price. In order to effect any such conveyance and other documents as shall be required to effectuate the sale in accordance with any sale of the Property pursuant Project, the Triggering Member may unilaterally cause the Company to Section 11.2(atake any action reasonably necessary in connection with such sale, including without limitation engaging one or more real estate brokers or marketing agents at reasonable and customary commercial rates, obtaining title commitments and other material to facilitate the marketing and sale of the Project. If the Project is not sold and the transfer is not consummated within nine (9) months of the Forced Sale Notice, a sale of the Project shall then again become subject to the provisions of this section. In addition, the Non-Triggering Member’s right of first offer shall remain applicable to any proposed sale on modified terms from those set forth in the Forced Sales Notice if the purchase price under the proposed sale is less than ninety-five percent (95%) of the Sales Price (provided the Non-Triggering Member shall have only thirty (30) days to respond to a right of first offer if the Triggering Member decides to reduce the Sales Price by five percent (5%) or more from the most recently proposed Sales Price). (f) Except to the extent provided in Section 11.2(b), no Member or any Affiliate thereof may purchase the Property under a sale conducted in accordance with this Section 11.2.

Forced Sale. ​ (a) From and after the Lockout Date, Investor may send Notice Process. ​ (i) Not more than twelve (12) months prior to the Sponsor expiration of the Term, any Limited Partner except a BCIG Partner, the Special Limited Partner or a Defaulting Partner shall have the right to cause a sale (a "“Forced Sale”) of the Portfolio and other assets of the Partnership and any Investment Entity to a Person that is not an Affiliate of such Limited Partner. Notwithstanding anything in the foregoing to the contrary, no Forced Sale may be triggered while a Forced Sale or Buy-Sell has been triggered and the process relating to such Forced Sale or Buy- Sell is continuing. ​ (ii) If pursuant to Section 9.2(a)(i), a Limited Partner has the right to trigger and effectuate a Forced Sale, then such Limited Partner (such triggering party, the “Initiator”) shall notify (the “Forced Sale Notice"”) requiring the sale other Partners of the Property its desire to a third party in accordance with exercise its rights under this Section 11.29.2(a). As used herein, “Recipients” means all Partners other than the Initiator and the Special Limited Partner. The Forced Sale Notice shall contain the material economic terms of Investor's include (A) a proposed sale (the "Terms"). Investor shall have the right on behalf of the Company and the applicable Subsidiaries to engage the services of an independent institutional real estate brokerage firm with at least 5 years of experience in the commercial real estate market in the general New York City area to determine the offer price for the purchase Portfolio in cash, free and clear of the Property prior to marketing the Property for sale and to solicit offers from third parties unaffiliated with any Member all liabilities secured by or such brokerage firm to purchase the Property in accordance with this Section 11.2. (b) Subject otherwise relating to the Portfolio (the “Proposed Portfolio Price”) and (B) a statement setting forth the amount which would be distributed to the Initiator pursuant to Section 5.2 above (after giving effect to all applicable provisions of this Section 11.2(b)Agreement, in but after liquidating all reserves then existing and without establishing any additional reserves) if the event Investor gives the Sponsor a Forced Sale Notice, the Sponsor shall have, for a period of sixty (60) days from Portfolio was sold on the date of such Forced Sale Notice, notice for a right of first offer to offer to purchase Investor's interests in the Company subject gross sales price equal to the Terms. If Sponsor desires to purchase the Property on the Terms pursuant to this Section 11.2(b), Sponsor shall provide Notice thereof to Investor (a "ROFO Offer Notice") within the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, (i) Investor may proceed with the sale Proposed Portfolio Price and all liabilities and obligations of the Property to a third party pursuant to Section 11.2(aPartnership and any Investment Entity (excluding contingent liabilities) at a price greater than or equal to ninety-five percent (95.0%) of were satisfied from the price set forth in the Terms and the other material economic terms of proceeds from such sale shall be not materially worse sales price, any remaining proceeds were distributed to the Company than the Terms and (ii) such sale of the Property by Investor to a third party pursuant to Section 11.2(a) must be completed within a period of one hundred eighty (180) days after the date of the Forced Sale Notice. If Sponsor delivers a ROFO Offer Notice, then, Sponsor shall purchase Investor's interest in the Company as if Sponsor were purchasing Investor's interest in the Company pursuant to Section 11.1 (with ((a) Sponsor being the purchasing Member, (b) Investor being the seller Member, (c) the purchase price set forth in the Terms being the Buy-Sell Value and (d) a default by Sponsor in purchasing Investor's interest in the Company entitling Investor to (x) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying with the provisions of this Section 11.2. (c) The Manager shall provide (i) all reasonably necessary documentation and information about the Property to any brokerage firm selected Partners in accordance with Section 11.2(a) and 5.2 (ii) prospective purchasers with information about Property and access to the Property and to “ROFO Price”). In the relevant books and records of the Company or applicable Subsidiaries in confidence event that more than one Limited Partner issues a Forced Sale Notice in accordance with customary industry practice. (d) The sale procedures, time period for marketing the Property and the substantive terms of the purchase agreements (including, without limitation, any post-closing liability to be borne by any Subsidiarythis Section 9.2(a)(ii), the Company or any Member) in connection Forced Sale Notice complying with the sale of the Property to a third party pursuant to this Section 11.2(a9.2(a)(ii) that is issued first (i.e., the Forced Sale Notice received by the other Limited Partners first as determined by the date and time of receipt) shall be provided to all effective, and the Members and subject to the approval of the Members, which approval shall not be unreasonably withheld. The Company shall make customary representations and warranties with respect to the Property in such purchase agreements. (eother Forced Sale Notice(s) Investor shall have the right to cause the Company or Subsidiary to execute, acknowledge and deliver such conveyance and other documents as shall be required deemed not to effectuate the sale in accordance with any sale of the Property pursuant to Section 11.2(ahave been issued (and therefore be ineffective). (f) Except to the extent provided in Section 11.2(b), no Member or any Affiliate thereof may purchase the Property under a sale conducted in accordance with this Section 11.2.. ​

Forced Sale. (a) From and after the Lockout Forced Sale Date, Investor may send Notice each Participating Member (in such capacity, the “Forced Sale Initiating Member”) shall, subject to the Sponsor (a "Forced Sale Notice") requiring the sale of the Property to a third party in accordance with this Section 11.2. The Forced Sale Notice shall contain the material economic terms of Investor's proposed sale (the "Terms"). Investor shall have the right on behalf of the Company and the applicable Subsidiaries to engage the services of an independent institutional real estate brokerage firm with at least 5 years of experience in the commercial real estate market in the general New York City area to determine the offer price for the purchase of the Property prior to marketing the Property for sale and to solicit offers from third parties unaffiliated with any Member or such brokerage firm to purchase the Property in accordance with this Section 11.2. (b) Subject to the further provisions of this Section 11.2(b)11.4, in the event Investor gives the Sponsor a Forced Sale Notice, the Sponsor shall have, for a period of sixty (60) days from the date of such Forced Sale Notice, a right of first offer to offer to purchase Investor's interests in the Company subject to the Terms. If Sponsor desires to purchase the Property on the Terms pursuant to this Section 11.2(b), Sponsor shall provide Notice thereof to Investor (a "ROFO Offer Notice") within the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, (i) Investor may proceed with the sale of the Property to a third party pursuant to Section 11.2(a) at a price greater than or equal to ninety-five percent (95.0%) of the price set forth in the Terms and the other material economic terms of such sale shall be not materially worse to the Company than the Terms and (ii) such sale of the Property by Investor to a third party pursuant to Section 11.2(a) must be completed within a period of one hundred eighty (180) days after the date of the Forced Sale Notice. If Sponsor delivers a ROFO Offer Notice, then, Sponsor shall purchase Investor's interest in the Company as if Sponsor were purchasing Investor's interest in the Company pursuant to Section 11.1 (with ((a) Sponsor being the purchasing Member, (b) Investor being the seller Member, (c) the purchase price set forth in the Terms being the Buy-Sell Value and (d) a default by Sponsor in purchasing Investor's interest in the Company entitling Investor to (x) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying with the provisions of this Section 11.2. (c) The Manager shall provide (i) all reasonably necessary documentation and information about the Property to any brokerage firm selected in accordance with Section 11.2(a) and (ii) prospective purchasers with information about Property and access to the Property and to the relevant books and records of the Company or applicable Subsidiaries in confidence in accordance with customary industry practice. (d) The sale procedures, time period for marketing the Property and the substantive terms of the purchase agreements (including, without limitation, any post-closing liability to be borne by any Subsidiary, the Company or any Member) in connection with the sale of the Property to a third party pursuant to this Section 11.2(a) shall be provided to all the Members and subject to the approval of the Members, which approval shall not be unreasonably withheld. The Company shall make customary representations and warranties with respect to the Property in such purchase agreements. (e) Investor shall have the right to cause the Company or Subsidiary to execute, acknowledge market and deliver such conveyance sell (a “Forced Sale”) the Property and other documents Company Assets (or, if the Participating Members so agree, the direct or indirect Equity Interests in the Subsidiaries of the Company which own the Property and the other Company Assets (such interests, the “Forced Sale Equity Interests”)) (as applicable, the “Forced Sale Property”) by delivering a written notice (a ”Forced Sale Notice”) to the other Participating Member (in such capacity, the “Forced Sale Non-Initiating Member”), which Forced Sale Notice shall (i) set forth the Forced Sale Initiating Member’s election to cause the Company to market and sell the Forced Sale Property to a third-party not Affiliated with any Member (a “Third-Party Buyer”) and (ii) specify the gross cash price at which the Forced Sale Initiating Member believes the Forced Sale Property should be sold free and clear of all liabilities secured by or otherwise relating to the Forced Sale Property (i.e., without deduction of any Company Loan) (the “Gross Forced Sale Price”). If the Owner Member is the Forced Sale Initiating Member, the Forced Sale Notice shall constitute the Owner Member’s offer (a “Forced Sale Offer”) (i) to cause the Company to sell the Forced Sale Property to the Investor Member or its designee for the Adjusted Forced Sale Price or, at the Investor Member’s option, (ii) to sell the Owner Member’s Membership Interest to the Investor Member or its designee for cash for the Forced Sale Interest Purchase Price and, in each case, such Forced Sale Offer shall be required irrevocable for a period of 30 days after delivery of the Forced Sale Notice (such period of 30 days, the “Forced Sale Acceptance Period”). (b) Within the Forced Sale Acceptance Period, the Investor Member shall have the right to effectuate deliver to the sale Owner Member a notice (the “Forced Sale Acceptance Notice”) stating its desire to purchase, at the Investor Member’s option, one of (i) the Property and other Company Assets, (ii) the direct or indirect Equity Interests in accordance with any the Subsidiaries of the Company which own the Property and the other Company Assets or (iii) the Owner Member’s Membership Interest on the terms and conditions set forth in the Forced Sale Notice, subject to the terms of this Article 11. Within 2 Business Days following delivery of the Forced Sale Acceptance Notice, the Investor Member shall deliver the Forced Sale Deposit to a national title insurance company selected by the Investor Member, as escrow agent pursuant to a customary escrow agreement. Upon delivery of the Forced Sale Deposit, the Forced Sale Acceptance Notice shall constitute a binding contract to consummate the sale of the Property and the other Company Assets, the direct or indirect Equity Interests in the Subsidiaries of the Company which own the Property and the other Company Assets, or the Owner Member’s Membership Interest, in each case in accordance with the terms of this Article 11. If the Forced Sale Deposit is not delivered within such 2 Business Day period as set forth above, the Forced Sale Acceptance Notice shall be deemed void and of no force and effect. (c) [Intentionally omitted] (d) If the Forced Sale Initiating Member is the Owner Member and the Investor Member (or such other Person permitted to send a Forced Sale Acceptance Notice pursuant to Section 11.2(a11.4(g)) fails to deliver a Forced Sale Acceptance Notice pursuant to Section 11.4(b), or if the Forced Sale Initiating Member is the Investor Member, the Investor Member shall cause the Company, together with any of its Subsidiaries, as necessary, to use commercially reasonable efforts to take all steps required to market, enter into an agreement to sell and to close a sale of the Forced Sale Property for cash in a manner designed to achieve the highest net cash sales price to the Company (taking into account any difference in cost to the Company and any of its Subsidiaries of prepaying or defeasing any then existing Company Loan as compared with a purchase of the Forced Sale Property assuming such Company Loan and paying or having the purchaser pay any applicable assumption fees), including providing any required notices under the Nomura Lease, which shall be based on the Gross Forced Sale Price, unless the Owner Member and the Investor Member otherwise agree, and seek to cause the Company to enter into a Valid Contract within the 180 day period after (I) the expiration of the Forced Sale Acceptance Period if the Forced Sale Initiating Member is the Owner Member or (II) the Forced Sale Notice if the Forced Sale Initiating Member is the Investor Member (such period being the “Marketing Period”) to sell the Forced Sale Property (any such sale, a “Section 11.4(d) Sale”). Without limiting the foregoing, the Participating Members and Managers agree that the Company will engage CBRE Inc., C▇▇▇▇▇▇ & W▇▇▇▇▇▇▇▇, Inc. or Eastdil Secured, LLC or another licensed broker agreed to by the Owner Member and the Investor Member to conduct the marketing and sale of the Property and other Company Assets. Investor Member shall oversee the marketing and sale of the Forced Sale Property (but shall not have access to or receive the details concerning any bid or proposal received from third parties until after all final and best bids have been received by the applicable broker retained for the Forced Sale Property), Owner Member shall have a right to participate in the marketing and sale process and, subject to Section 11.4(f), the Participating Members will agree to accept the best offer for the Forced Sale Property, taking into account all terms, including purchase price, required seller representations and indemnities and the timing and certainty of closing. If the Investor Member is not the Initiating Member, the Investor Member, SLG and/or RXR Realty and their respective Affiliates shall be entitled to make an offer or bid for the Forced Sale Property during the pendency of such marketing process (the price offered in such offer or bid, the “Bid Price”) and if the Investor Member, SLG and/or RXR Realty or their respective affiliates are selected as the buyer in a Section 11.4(d) Sale, at such buyer’s option, the Section 11.4(d) Sale shall be structured as the sale of one of (x) the Property and other Company Assets, (y) the direct or indirect Equity Interests in the Subsidiaries of the Company which own the Property and the other Company Assets or (z) the Owner Member’s Membership Interest, and the price to be paid for the same by such buyer shall be the Bid Purchase Price or the Bid Interest Purchase Price, as applicable, and which sale shall be consummated pursuant to Section 11.5. In connection with a Section 11.4(d) Sale, the Participating Members agree to cooperate, and cause their designees as Managers to cooperate, fully and in good faith to deliver, as promptly as practicable, any materials reasonably requested by a potential buyer and to use their commercially reasonable efforts to cause the Section 11.4(d) Sale, including executing any consents or other instruments as may be required to complete the Section 11.4(d) Sale. (fe) Except Notwithstanding anything to the contrary contained herein, at any time within 30 days of expiration of the Forced Sale Acceptance Period, Investor Member may provide written notice to Owner Member, that it desires that any Section 11.4(d) Sale be structured as a sale of indirect interests in the Property (which shall include a sale of the RXR REIT Shares) (a “Section 11.4(d) Interest Sale”), in which event the Owner Member shall reasonably consider effecting such Section 11.4(d) Sale as a Section 11.4(d) Interest Sale. If following such consideration, the Owner Member determines that it may be feasible to structure an 11.4(d) Sale as an 11.4(d) Interest Sale, the Company shall market the 11.4(d) Sale as a sale of the Property and other Company Assets or the direct or indirect Equity Interests in the Subsidiaries and, following receipt of final bids, shall, to the extent provided in Section 11.2(breasonable under the circumstances, request an alternative bid for an 11.4(d), no Member or any Affiliate thereof may purchase the Property under a sale conducted in accordance with this Section 11.2.

Forced Sale. (a) From and after Notwithstanding anything contained in this Agreement to the Lockout contrary, at any time following the Liquidity Date, Investor may send Notice each Member (such Member being the “Triggering Member”) shall have the right to require the marketing and sale of any Property or both Properties (the "Forced Sale Procedure") and to exclusively control such sale and marketing without the approval of the Responding Member (as defined below), subject to the Sponsor following provisions of this Section 9.9, provided that the Responding Member and its Affiliates shall reasonably cooperate to effect such marketing and sale in a timely manner. (b) The Triggering Member may trigger the Forced Sale Procedure with respect to all (but not less than all) of any Property or both Properties (the “Subject Property”) by delivering to the other Member (the "Responding Member") a notice (the "Forced Sale Notice") requiring identifying one or both of the Properties as the Subject Property and indicating that the Triggering Member wishes to cause a sale of the Subject Property. (c) Following the delivery of the Forced Sale Notice, the Triggering Member shall, on a commercially reasonable basis, commence the marketing and sale of the Subject Property for and on behalf of the Company; provided that each Member and its Affiliates shall have a reasonable opportunity to bid to be a third party in accordance with this Section 11.2purchaser. The Triggering Member shall deliver to the Members copies of all of the offers that it receives in respect of the Subject Property and each Member shall have the right to submit additional bids in response thereto. (d) If the Forced Sale Procedure does not result in a sale of the Subject Property on or before the one hundred twentieth (120th) day immediately following the delivery of the Forced Sale Notice (the “Termination Date”), the Forced Sale Procedure and the rights of the Triggering Member to market and sell the Subject Property pursuant to the Forced Sale Notice shall contain terminate on the material economic terms of Investor's proposed sale Termination Date, and (i) the "Terms"). Investor Responding Member shall thereafter have the right on behalf to invoke the Forced Sale Procedure with respect to the Subject Property or any other Property and (ii) the Triggering Member shall not have the right to invoke the Forced Sale Procedure or issue a Forced Sale Notice with respect to any Property for a period of one year following the Termination Date. Notwithstanding the foregoing, if the Triggering Member fails to complete a sale of the Company and Subject Property as a result of the applicable Subsidiaries failure of the Responding Member to engage the services of an independent institutional real estate brokerage firm with at least 5 years of experience reasonably cooperate in the commercial real estate market in the general New York City area to determine the offer price for the purchase sale and marketing of the Property prior to marketing the Property for sale and to solicit offers from third parties unaffiliated with any Member or such brokerage firm to purchase the Subject Property in accordance with this Section 11.2. 9.9, and such failure continues for a period of ten (b10) Subject days following written notice of such failure (which notice shall describe the matters for which cooperation is needed in reasonable detail and state that failure to cooperate may result in an extension of the provisions of Termination Date pursuant to this Section 11.2(bparagraph), in the event Investor gives the Sponsor a Forced Sale Notice, the Sponsor shall have, Termination Date may be extended for a an additional period of sixty (60) days from by written notice given by the date of such Forced Sale Notice, a right of first offer to offer to purchase Investor's interests in the Company subject to the Terms. If Sponsor desires to purchase the Property on the Terms pursuant to this Section 11.2(b), Sponsor shall provide Notice thereof to Investor (a "ROFO Offer Notice") within the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, (i) Investor may proceed Triggering Member with the sale of the Property to a third party pursuant to Section 11.2(a) at a price greater than or equal to ninety-five percent (95.0%) of the price set forth in the Terms and the other material economic terms of such sale shall be not materially worse to the Company than the Terms and (ii) such sale of the Property by Investor to a third party pursuant to Section 11.2(a) must be completed within a period of one hundred eighty (180) days after the date of the Forced Sale Notice. If Sponsor delivers a ROFO Offer Notice, then, Sponsor shall purchase Investor's interest in the Company as if Sponsor were purchasing Investor's interest in the Company pursuant to Section 11.1 (with ((a) Sponsor being the purchasing Member, (b) Investor being the seller Member, (c) the purchase price set forth in the Terms being the Buy-Sell Value and (d) a default by Sponsor in purchasing Investor's interest in the Company entitling Investor to (x) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying with the provisions of this Section 11.2. (c) The Manager shall provide (i) all reasonably necessary documentation and information about the Property to any brokerage firm selected in accordance with Section 11.2(a) and (ii) prospective purchasers with information about Property and access to the Property and to the relevant books and records of the Company or applicable Subsidiaries in confidence in accordance with customary industry practice. (d) The sale procedures, time period for marketing the Property and the substantive terms of the purchase agreements (including, without limitation, any post-closing liability to be borne by any Subsidiary, the Company or any Member) in connection with the sale of the Property to a third party pursuant to this Section 11.2(a) shall be provided to all the Members and subject to the approval of the Members, which approval shall not be unreasonably withheld. The Company shall make customary representations and warranties with respect to the Property in such purchase agreementsreasonable promptness thereafter. (e) Investor It shall have be a condition of any sale pursuant to the right to cause Forced Sale Procedure that: (i) The sale provides for payment of the purchase price in cash; (ii) Unless approved by all Members, the Triggering Member may only accept on behalf of the Company an offer that is a Qualifying Offer (as defined below), and if more than one Qualifying Offers is received, the Qualifying Offer that provides for the highest purchase price for the Subject Property; (iii) As used herein, “Qualifying Offer” means a duly executed, binding, written offer by a Member or a financially qualified, bona fide third party, for the purchase of the Subject Property from each Subsidiary that owns title to executethe Subject Property (collectively, acknowledge the “Subject Subsidiary”) for an all-cash purchase price, and deliver such conveyance on an “as is, with all faults” basis, and other documents otherwise containing terms, conditions, representations, warranties and indemnities binding on the Subject Subsidiary as shall be required to effectuate seller of the sale Subject Property that are commercially reasonable in accordance with any the United States real estate market for agreements for the purchase and sale of the Property pursuant to Section 11.2(a). (f) Except shopping centers similar in size and complexity to the extent provided in Section 11.2(b)Subject Property, no Member provided, however, that a Qualifying Offer shall not contain any term, covenant, representation, warranty, indemnification, guarantee or other provision that would impose any Affiliate thereof may purchase liability or obligation on the Property under a sale conducted in accordance with this Section 11.2Company, the Manager or the Members.

Forced Sale. (a) From and after the Lockout Forced Sale Date, Investor may send Notice each Participating Member (in such capacity, the “Forced Sale Initiating Member”) shall, subject to the Sponsor (a "Forced Sale Notice") requiring the sale of the Property to a third party in accordance with this Section 11.2. The Forced Sale Notice shall contain the material economic terms of Investor's proposed sale (the "Terms"). Investor shall have the right on behalf of the Company and the applicable Subsidiaries to engage the services of an independent institutional real estate brokerage firm with at least 5 years of experience in the commercial real estate market in the general New York City area to determine the offer price for the purchase of the Property prior to marketing the Property for sale and to solicit offers from third parties unaffiliated with any Member or such brokerage firm to purchase the Property in accordance with this Section 11.2. (b) Subject to the further provisions of this Section 11.2(b)11.4, in the event Investor gives the Sponsor a Forced Sale Notice, the Sponsor shall have, for a period of sixty (60) days from the date of such Forced Sale Notice, a right of first offer to offer to purchase Investor's interests in the Company subject to the Terms. If Sponsor desires to purchase the Property on the Terms pursuant to this Section 11.2(b), Sponsor shall provide Notice thereof to Investor (a "ROFO Offer Notice") within the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, (i) Investor may proceed with the sale of the Property to a third party pursuant to Section 11.2(a) at a price greater than or equal to ninety-five percent (95.0%) of the price set forth in the Terms and the other material economic terms of such sale shall be not materially worse to the Company than the Terms and (ii) such sale of the Property by Investor to a third party pursuant to Section 11.2(a) must be completed within a period of one hundred eighty (180) days after the date of the Forced Sale Notice. If Sponsor delivers a ROFO Offer Notice, then, Sponsor shall purchase Investor's interest in the Company as if Sponsor were purchasing Investor's interest in the Company pursuant to Section 11.1 (with ((a) Sponsor being the purchasing Member, (b) Investor being the seller Member, (c) the purchase price set forth in the Terms being the Buy-Sell Value and (d) a default by Sponsor in purchasing Investor's interest in the Company entitling Investor to (x) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying with the provisions of this Section 11.2. (c) The Manager shall provide (i) all reasonably necessary documentation and information about the Property to any brokerage firm selected in accordance with Section 11.2(a) and (ii) prospective purchasers with information about Property and access to the Property and to the relevant books and records of the Company or applicable Subsidiaries in confidence in accordance with customary industry practice. (d) The sale procedures, time period for marketing the Property and the substantive terms of the purchase agreements (including, without limitation, any post-closing liability to be borne by any Subsidiary, the Company or any Member) in connection with the sale of the Property to a third party pursuant to this Section 11.2(a) shall be provided to all the Members and subject to the approval of the Members, which approval shall not be unreasonably withheld. The Company shall make customary representations and warranties with respect to the Property in such purchase agreements. (e) Investor shall have the right to cause the Company or Subsidiary to execute, acknowledge market and deliver such conveyance sell (a “Forced Sale”) the Property and other documents Company Assets (or, if the Participating Members so agree, the direct or indirect Equity Interests in the Subsidiaries of the Company which own the Property and the other Company Assets (such interests, the “Forced Sale Equity Interests”)) (as applicable, the “Forced Sale Property”) by delivering a written notice (a ”Forced Sale Notice”) to the other Participating Member (in such capacity, the “Forced Sale Non-Initiating Member”), which Forced Sale Notice shall (i) set forth the Forced Sale Initiating Member’s election to cause the Company to market and sell the Forced Sale Property to a third-party not Affiliated with any Member (a “Third-Party Buyer”) and (ii) specify the gross cash price at which the Forced Sale Initiating Member believes the Forced Sale Property should be sold free and clear of all liabilities secured by or otherwise relating to the Forced Sale Property (i.e., without deduction of any Company Loan) (the “Gross Forced Sale Price”). If the Owner Member is the Forced Sale Initiating Member, the Forced Sale Notice shall constitute the Owner Member’s offer (a “Forced Sale Offer”) (i) to cause the Company to sell the Forced Sale Property to the Investor Member or its designee for the Adjusted Forced Sale Price or, at the Investor Member’s option, (ii) to sell the Owner Member’s Membership Interest to the Investor Member or its designee for cash for the Forced Sale Interest Purchase Price and, in each case, such Forced Sale Offer shall be required irrevocable for a period of 30 days after delivery of the Forced Sale Notice (such period of 30 days, the “Forced Sale Acceptance Period”). (b) Within the Forced Sale Acceptance Period, the Investor Member shall have the right to effectuate deliver to the sale Owner Member a notice (the “Forced Sale Acceptance Notice”) stating its desire to purchase, at the Investor Member’s option, one of (i) the Property and other Company Assets, (ii) the direct or indirect Equity Interests in accordance with any the Subsidiaries of the Company which own the Property and the other Company Assets or (iii) the Owner Member’s Membership Interest on the terms and conditions set forth in the Forced Sale Notice, subject to the terms of this Article 11. Within 2 Business Days following delivery of the Forced Sale Acceptance Notice, the Investor Member shall deliver the Forced Sale Deposit to a national title insurance company selected by the Investor Member, as escrow agent pursuant to a customary escrow agreement. Upon delivery of the Forced Sale Deposit, the Forced Sale Acceptance Notice shall constitute a binding contract to consummate the sale of the Property and the other Company Assets, the direct or indirect Equity Interests in the Subsidiaries of the Company which own the Property and the other Company Assets, or the Owner Member’s Membership Interest, in each case in accordance with the terms of this Article 11. If the Forced Sale Deposit is not delivered within such 2 Business Day period as set forth above, the Forced Sale Acceptance Notice shall be deemed void and of no force and effect. (c) [Intentionally omitted] (d) If the Forced Sale Initiating Member is the Owner Member and the Investor Member (or such other Person permitted to send a Forced Sale Acceptance Notice pursuant to Section 11.2(a11.4(g). (f) Except fails to deliver a Forced Sale Acceptance Notice pursuant to Section 11.4(b), or if the Forced Sale Initiating Member is the Investor Member, the Investor Member shall cause the Company, together with any of its Subsidiaries, as necessary, to use commercially reasonable efforts to take all steps required to market, enter into an agreement to sell and to close a sale of the Forced Sale Property for cash in a manner designed to achieve the highest net cash sales price to the extent provided Company (taking into account any difference in Section 11.2(bcost to the Company and any of its Subsidiaries of prepaying or defeasing any then existing Company Loan as compared with a purchase of the Forced Sale Property assuming such Company Loan and paying or having the purchaser pay any applicable assumption fees), no including providing any required notices under the Nomura Lease, which shall be based on the Gross Forced Sale Price, unless the Owner Member and the Investor Member otherwise agree, and seek to cause the Company to enter into a Valid Contract within the 180 day period after (I) the expiration of the Forced Sale Acceptance Period if the Forced Sale Initiating Member is the Owner Member or any Affiliate thereof may purchase (II) the Property under a sale conducted in accordance with this Section 11.2.Forced Sale Notice if the Forced Sale Initiating Member is the Investor Member (such

Forced Sale. (a) From and In addition to the rights of the parties with respect to the Buy-Sell provisions of Section 11.1 above, at any time after the Lockout DateBuy-Sell Period, Investor may send Notice either Member (the actual Member initiating a Forced Sale being herein called the “Initiating Member”) shall have the right (the “Forced Sale Right”) to require a sale of all Projects by the Company pursuant to the Sponsor provisions of this Section 11.2 (herein called a “Forced Sale”). The Initiating Member may initiate the Forced Sale by giving a written notice (a "“Forced Sale Notice"”) requiring signed by the sale of Initiating Member to the Property to a third party in accordance with this Section 11.2. other Member (the “Receiving Member”). (b) The Forced Sale Notice shall contain specify (i) the Initiating Member’s determination of the all-cash price for all Projects and other assets of the Company (except cash), taking into account, but not reduced by, all liens, debts and other then-existing liabilities as reflected on the most recent financial statements for the Company (the “Forced Sale Price”), (ii) allocation of closing costs, and (iii) such other material economic terms of Investor's proposed such sale as the Initiating Member may propose to the Receiving Member; provided, however, that the terms of such sale must (A) provide for an “as is” sale as of the "Terms"time the Forced Sale Notice is given, (B) provide for expiration of any representations or warranties (other than a special warranty of title) not more than one (1) year following the closing, (C) provide for closing within 100 days of the date a contract is signed and (D) be subject to no contingencies other than customary due diligence contingencies, such as review of title, survey and environmental matters; provided, however, that acceptable contingencies shall not include those based on further completion of the Projects, occupancy, sale or rental achievement. (c) The Receiving Member shall have the right, exercisable by delivery of notice in writing (referred to herein as an “Election”) to the Initiating Member within ninety (90) calendar days from the date of receipt by the Receiving Member of the Forced Sale Notice (referred to herein as the “Election Date”), to notify the Initiating Member either: (i) That the Receiving Member is agreeable to the sale of the Projects by the Company for a price not less than ninety percent (90.0%) of the Forced Sale Price set forth in the Forced Sale Notice and on other terms no less favorable to the Company than those set forth in the Forced Sale Notice; provided, however, that neither the Member nor any of its Affiliates shall qualify as a purchaser under this clause (i) without the written consent of the Initiating Member in its sole discretion; or (ii) That the Receiving Member elects to buy the Interest of the Initiating Member for a cash purchase price equal to the Initiating Member’s Forced Sale Value (as defined in subparagraph (e) below). (d) In the event of an Election pursuant to Section 11.2(c)(i) above, the agreement to such sale between the Members shall be binding for six months following the date of such election (or deemed election) by the Receiving Member. Investor During such six-month period the Company (and the Members) shall cooperate in good faith to effect such sale by a contract to be executed within such period with closing to occur not later than one hundred (100) days following the date of the execution of the contract of sale. In the event the Initiating Member is not the Manager and is dissatisfied with the marketing efforts undertaken by the Manager to complete the sale of the Projects, the Initiating Member may give the Manager written notice of such dissatisfaction, together with a description in reasonable detail of the deficiencies observed and suggestions for resolving the same. In the event such deficiencies have not been rectified within 30 days following the date of such notice, then the Initiating Member shall have the right to act on behalf of the Company in the place of Manager in connection with such sale for the duration of such six-month period and, if applicable, 100-day period prior to closing. In the event that such sale is not consummated as contemplated thereby, the Company shall, at the direction of both Members, exercise any remedies or rights, or satisfy any liabilities, the Company may have with respect thereto, and the applicable Subsidiaries Members shall be restored to engage the services status quo ante under this Agreement. The failure of an independent institutional real estate brokerage firm either Member to close or the failure of either Member to cooperate with at least 5 years the effort to sell or to cause the closing to occur once the Projects are subject to a contract of experience sale as required by this Section 11.2(d) shall constitute a Defaulting Event hereunder. (e) As used herein, a Member’s “Forced Sale Value” shall be equal to the sum the Member would have been entitled to receive had the sale of the Projects been closed and consummated on the terms of the Forced Sale Notice and the Company thereafter liquidated in the commercial real estate market manner provided in Article IX hereof, assuming the general New York City area to determine the offer price for the purchase prior allocation of the Property prior to marketing the Property for sale and to solicit offers from third parties unaffiliated with any Member Net Income or such brokerage firm to purchase the Property Net Loss in accordance with the terms of this Section 11.2Agreement which would have been recognized by the Company in connection with any sale of the Projects for an amount equal to the purchase price provided for in the Forced Sale Notice. (bf) If the Receiving Member agrees or is deemed to have agreed to the sale to a third party pursuant to Section 11.2(c)(i) above, and no such third-party sale is consummated within 180 days following the date of the Receiving Member’s Election or deemed Election, the requirement to sell the Projects shall lapse and be of no further force and effect, until and unless a new Forced Sale Notice is given as herein provided. (g) Closing pursuant to an exercise under Section 11.2(c)(ii) shall be held on or before the date set forth in the Forced Sale Notice. (h) Subject to the provisions of this Section 11.2(b)11.2 and Section 11.8, in the event Investor gives the Sponsor a Forced Sale Notice, the Sponsor shall have, for a period of sixty (60) days from the date of such Forced Sale Notice, a right of first offer to offer to purchase Investor's interests in the Company subject to the Terms. If Sponsor desires to purchase the Property on the Terms pursuant to this Section 11.2(b), Sponsor shall provide Notice thereof to Investor (a "ROFO Offer Notice") within the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, (i) Investor may proceed with the sale of the Property to a third party pursuant to Section 11.2(a) be instituted at a price greater than or equal to ninety-five percent (95.0%) of the price set forth in the Terms and the other material economic terms of such sale shall be not materially worse to the Company than the Terms and (ii) such sale of the Property by Investor to a third party pursuant to Section 11.2(a) must be completed within a period of one hundred eighty (180) days after the date of the Forced Sale Notice. If Sponsor delivers a ROFO Offer Notice, then, Sponsor shall purchase Investor's interest in the Company as if Sponsor were purchasing Investor's interest in the Company pursuant to Section 11.1 (with ((a) Sponsor being the purchasing Member, (b) Investor being the seller Member, (c) the purchase price set forth in the Terms being the Buy-Sell Value and (d) a default by Sponsor in purchasing Investor's interest in the Company entitling Investor to (x) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying with the provisions of this Section 11.2time. (c) The Manager shall provide (i) all reasonably necessary documentation and information about the Property to any brokerage firm selected in accordance with Section 11.2(a) and (ii) prospective purchasers with information about Property and access to the Property and to the relevant books and records of the Company or applicable Subsidiaries in confidence in accordance with customary industry practice. (d) The sale procedures, time period for marketing the Property and the substantive terms of the purchase agreements (including, without limitation, any post-closing liability to be borne by any Subsidiary, the Company or any Member) in connection with the sale of the Property to a third party pursuant to this Section 11.2(a) shall be provided to all the Members and subject to the approval of the Members, which approval shall not be unreasonably withheld. The Company shall make customary representations and warranties with respect to the Property in such purchase agreements. (e) Investor shall have the right to cause the Company or Subsidiary to execute, acknowledge and deliver such conveyance and other documents as shall be required to effectuate the sale in accordance with any sale of the Property pursuant to Section 11.2(a). (f) Except to the extent provided in Section 11.2(b), no Member or any Affiliate thereof may purchase the Property under a sale conducted in accordance with this Section 11.2.

Forced Sale. (a) From and after the Lockout Date, Investor may send Notice to the Sponsor (If ▇▇▇▇▇▇ is a "Forced Sale Notice") requiring Eligible Initiator, ▇▇▇▇▇▇ shall have the right to elect to cause the sale of the Property Company Assets to a third bona fide third-party in accordance with purchaser by delivering notice (the “Forced Sale Notice”) to ▇▇▇▇▇ (as the case may be) of such election, subject to the further provisions of this Section 11.28.9. Following delivery of a Forced Sale Notice, the ▇▇▇▇▇▇ Members shall be deemed the “Forced Sale Initiator”, and ▇▇▇▇▇ shall be deemed the “Forced Sale Recipient”. The Forced Sale Notice shall contain an estimate made by the material economic Forced Sale ACTIVE 202923160v.13 Initiator in its sole discretion of the all cash gross purchase price an unaffiliated third party would pay for the Company Assets in a bona fide arm’s length sale (“Stipulated Sale Price”). (b) Forced Sale Recipient shall have ten Business Days (10) following the receipt of a Forced Sale Notice to deliver a notice (the “Property Sale Response Notice”) to the Forced Sale Initiator in which it may elect to purchase the Interests of the Forced Sale Initiator (the “Forced Sale Interests”) in accordance with Section 8.10 for a sum equal to the amount that would be distributed to the Forced Sale Initiator had the Company Assets been sold for the Stipulated Sale Price (the “Interest Purchase Price”); provided, however, that if the Forced Sale Recipient is a Put Defaulting Member, such Forced Sale Recipient shall be deemed to have elected to not acquire the Forced Sale Interests and the terms of Investor's proposed Section 8.9 (d) shall apply; provided, further, that if the Forced Sale Recipient is ▇▇▇▇▇, the Forced Sale Interests shall be deemed to include the Interests of ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇. (c) If the Forced Sale Recipient elects to purchase the Forced Sale Interests then the provisions of Section 8.10 shall apply. (d) If the Forced Sale Recipient elects not to acquire the Forced Sale Interests, fails to timely deliver a Property Sale Response Notice, or fails to timely deliver the Interest Sale Deposit pursuant to Section 8.10, the Managing Member shall market the Company Assets for sale (the "Terms"). Investor shall have the right and accept on behalf of the Company and (and/or the applicable Subsidiaries to engage the services of Company Subsidiary) an independent institutional real estate brokerage firm with at least 5 years of experience in the commercial real estate market in the general New York City area to determine the offer price for the purchase of the Property prior to marketing Company Assets on commercially reasonable terms meeting the Property for sale and to solicit offers from third parties unaffiliated with any Member or such brokerage firm to purchase the Property in accordance with this Section 11.2. (b) Subject to the provisions of this Section 11.2(b), in the event Investor gives the Sponsor a Forced Sale Notice, the Sponsor shall have, for a period of sixty (60) days from the date of such Forced Sale Notice, a right of first offer to offer to purchase Investor's interests in the Company subject to the Terms. If Sponsor desires to purchase the Property on the Terms pursuant to this Section 11.2(b), Sponsor shall provide Notice thereof to Investor following criteria (a "ROFO Offer Notice") within the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, “Property Sale Offer”): (i) Investor may proceed with the sale Property Sale Offer shall be for the purchase by an unaffiliated entity of all (but not less than all) of the Property to Company Assets for cash for a third party pursuant to Section 11.2(a) at a gross purchase price greater in an amount not less than or equal to ninety-five percent (95.095%) of the price set forth in the Terms and the other material economic terms of such sale shall be not materially worse to the Company than the Terms and Stipulated Sale Price; (ii) such sale the Property Sale Offer shall provide for the closing for the purchase of the Property by Investor to a third party pursuant to Section 11.2(aCompany Assets not sooner than fifteen (15) must be completed within a period of one hundred eighty days nor later than thirty (18030) days after the date of delivery by a Property Sale Response Notice (or the date that the Forced Sale Notice. If Sponsor delivers Recipient was deemed to have not timely delivered a ROFO Offer Property Sale Response Notice, then, Sponsor if the Forced Sale Recipient failed to deliver a Property Sale Response Notice); (iii) the Property Sale Offer shall require the entire purchase Investor's interest in price for the Company as if Sponsor were purchasing Investor's interest in Assets to be due and payable by wire transfer of immediately available federal funds at the closing of the sale of the Company pursuant to Section 11.1 Assets; and (with ((a) Sponsor being the purchasing Member, (b) Investor being the seller Member, (civ) the purchase price set forth in Property Sale Offer must cap the Terms being Company’s liability for breaches of representations and warranties at not more than 2% of the Buy-Sell Value and (d) a default by Sponsor in purchasing Investor's interest in the Company entitling Investor to (x) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying with the provisions of this Section 11.2gross sales price. (ce) The Manager Managing Member shall provide (i) all reasonably necessary documentation accept a Property Sale Offer for and information about the Property to any brokerage firm selected in accordance with Section 11.2(a) and (ii) prospective purchasers with information about Property and access to the Property and to the relevant books and records on behalf of the Company or (and/or the applicable Subsidiaries Subsidiary). Notwithstanding anything to the contrary contained in confidence in accordance with customary industry practice. (d) The sale proceduresthis Agreement, time period for marketing the Property and the substantive terms Managing Member shall be authorized to execute all commercially reasonable documents on behalf of the purchase agreements Company (and/or the applicable Subsidiary) as shall be required in order to market, close and consummate the sale of the ACTIVE 202923160v.13 Company Assets pursuant to the terms and provisions of an accepted Property Sale Offer (including, without limitation, any post-closing liability to be borne by any Subsidiarya commercially reasonable brokerage agreement, the Company or contract of sale and amendments and modifications thereto); provided, however, that no such documents shall (i) provide for disproportionate (i.e., other than based upon the applicable Percentage Share) liability on the part of any Member, (ii) reduce the contract purchase price below ninety-five percent (95%) of the Stipulated Sale Price or (iii) in connection with the case of a brokerage agreement, provide for the payment of a commission (as opposed to reimbursement of out-of-pocket expenses) unless and until a sale of the Property to a third party pursuant to this Section 11.2(a) shall be provided to all the Members is consummated and subject to the approval of the Members, which approval shall not be unreasonably withheld. The Company shall make customary representations and warranties with respect to the Property in such purchase agreements. (e) Investor shall have the right to cause the Company or Subsidiary to execute, acknowledge and deliver such conveyance and other documents as shall be required to effectuate the sale in accordance with any sale of the Property pursuant to Section 11.2(a)title is transferred. (f) Except The Forced Sale Recipient and Forced Sale Initiator shall cooperate with the Managing Member in connection with a proposed sale of the Company Assets pursuant to the extent provided in terms of this Section 11.2(b), no Member or any Affiliate thereof may purchase the Property under 8.9. (g) If a sale conducted of the Company Assets is not closed in accordance with the terms of this Section 11.28.9 within such thirty (30) day period, then either the Forced Sale Initiator or the Forced Sale Recipient, by notice to the other, may withdraw the Company Assets for sale, and, from and after the date such withdrawal notice is given, neither party may elect to sell the Company Assets without again delivering a Forced Sale Notice in accordance with the terms hereof. (h) Notwithstanding anything to the contrary set forth herein, in the event any rights under Section 8.5 shall be exercised prior in time to the exercise of any rights under this Section 8.9 with respect to the Company Assets, the rights under Section 8.5 shall supersede any other right existing pursuant to this Section 8.9 (and the Forced Sale Initiator shall not be entitled to exercise any right under this Section 8.9 with respect to the Company Assets until such time as the procedures under Section 8.5 have been terminated).

Forced Sale. (a) From Dissolution. ------------------------- a. Notwithstanding any other provision in this Agreement, a Shareholder may, upon or during the occurrence of any the following situations, force a sale and after the Lockout Date, Investor may send Notice to the Sponsor (a "Forced Sale Notice") requiring the sale purchase of the Property to a third party JV stock in accordance with this Section 11.2subparagraphs 8.b. and 8.c., below: (i) The Forced Sale Notice shall contain members of the material economic terms Board are divided and unable to agree on the management of InvestorJV's proposed sale affairs, and as a result of such deadlock, JV's business cannot be conducted advantageously or there is a risk that its property or business may be impaired; (ii) There is internal dissension between JV's shareholders, and they are so deadlocked that it is impairing JV's ability to conduct business; (iii) Those in control of JV have committed or knowingly countenanced persistent and pervasive fraud, mismanagement or abuse of authority, have persistently acted unfairly toward any shareholder(s), or have wasted or misapplied JV's property; (iv) Liquidation is reasonably necessary for the protection of the rights or interests of the complaining shareholder; or, (v) JV is unable to pay its debts as they fall due. b. Subject to subparagraph 8.a., above, a Shareholder ("TermsOptionee") may deliver a written notice to the other Shareholder ("Optionor") with a price- per-share at which Optionee would be willing, at Optionor's election, to either sell to Optionor no less than all JV stock held by Optionee and its investor- designees ("Optionee Stock"), or, purchase (or have purchased through investor- designees) no less than all JV stock held by Optionor and its investor-designees ("Optionor Stock"). Investor shall have If the right on behalf Optionor (or its investor-designees) desire to either purchase or sell the applicable lot of JV stock at the offered price-per-share, then the Optionor shall, no later than thirty days after delivery of the Company and Optionee's notice, deliver to the Optionee a written statement, specifying acceptance of either the sale or purchase. c. If Optionor (including its investor-designees) fails to accept within the thirty-day period the offer to purchase or sell the applicable Subsidiaries lot of JV stock, then the Optionee (or its investor- designees) shall be entitled, at Optionee's election and upon written notice delivered to engage Optionor within fifteen days from the services expiration of an independent institutional real estate brokerage firm with such thirty-day period, to either purchase the Optionor's Stock, or sell to Optionor the Optionee's Stock, at least 5 years of experience the price-per-share first offered by Optionee in the commercial real estate market in the general New York City area its original notice. d. The parties shall take all reasonable steps to determine the offer price for the promptly consummate any sale or purchase of stock contemplated in subparagraphs 8.b. or 8.c., above. If, instead, neither party (nor its investor-designees) elects to make such a sale or purchase, then within sixty days from the Property prior delivery of Optionee's original notice, each Shareholder shall join in all necessary steps, acts and proceedings to marketing facilitate the Property for sale initiation and to solicit offers from third parties unaffiliated with any Member or such brokerage firm to purchase the Property in accordance with this Section 11.2full prosecution of dissolving, liquidating and winding-up JV and its business. e. In the event that JV shall take steps to dissolve for any reason whatsoever, then: (bi) a full and general account of its assets, liabilities and accounts shall at once be taken. Subject to the provisions of this Section 11.2(bsubparagraph 8.e.(ii), below, such assets may be sold and converted into cash as soon as possible, and all debts and other amounts due JV collected. The proceeds thereof shall thereupon be applied, in descending order, to discharge the event Investor gives debts and liabilities of JV and the Sponsor expenses of liquidation, to repay to each equity owner a Forced Sale Notice, the Sponsor shall have, for a period of sixty (60) days from the date of such Forced Sale Notice, a right of first offer to offer to purchase Investor's interests in the Company subject to the Terms. If Sponsor desires to purchase the Property on the Terms pursuant to this Section 11.2(b), Sponsor shall provide Notice thereof to Investor (a "ROFO Offer Notice") within the aforementioned sixty (60) day period. If Sponsor does not give a ROFO Offer Notice, (i) Investor may proceed with the sale pro rata amount of the Property stated capital contributions respectively made, and, to a third party pursuant divide the surplus, if any, among the owners according to Section 11.2(a) at a price greater than or equal to ninety-five percent (95.0%) of the price set forth in the Terms and the other material economic terms of such sale shall be not materially worse to the Company than the Terms and each owner's then- current equity interest therein; and, (ii) JV shall immediately and without further consideration grant to each Shareholder a perpetual, nonexclusive right (including sublicense and have-made rights) in and to any and all patents, patent applications, all divisions, continuations and continuations-in-part of such sale patent applications, all patents issuing on any of the Property by Investor to a third party pursuant to Section 11.2(a) must be completed within a period foregoing applications, all re-issues of one hundred eighty (180) days after the date any of the Forced Sale Notice. If Sponsor delivers a ROFO Offer Noticeforegoing patents, thenall foreign counterparts to any of the foregoing patent applications and patents, Sponsor shall purchase Investor's interest and all copyrights, know-how, technical information, processes, trade secrets and any and all other intellectual property rights held by or in the Company as if Sponsor were purchasing Investor's interest name of JV (excluding only the intellectual property license granted to JV under the Licensing Agreement, which shall, by its own terms, automatically terminate upon dissolution of JV). All information, whether in the Company pursuant tangible form or otherwise, relating to Section 11.1 (with ((a) Sponsor being the purchasing Member, (b) Investor being the seller Member, (c) the purchase price set forth in the Terms being the Buy-Sell Value and (d) a default by Sponsor in purchasing Investor's interest in the Company entitling Investor to (x) retain the ten percent (10%) deposit posted by Sponsor and (y) sell the Property to any third party without complying with the provisions of this Section 11.2. (c) The Manager shall provide (i) all reasonably necessary documentation and information about the Property to any brokerage firm selected in accordance with Section 11.2(a) and (ii) prospective purchasers with information about Property and access to the Property and to the relevant books and records of the Company or applicable Subsidiaries in confidence in accordance with customary industry practice. (d) The sale procedures, time period for marketing the Property and the substantive terms of the purchase agreements (including, without limitation, any post-closing liability to be borne by any Subsidiary, the Company or any Member) in connection with the sale of the Property to a third party pursuant to this Section 11.2(a) such JV intellectual property rights shall be provided transferred immediately to all the Members and subject to the approval of the Members, which approval shall not be unreasonably withheld. The Company shall make customary representations and warranties with respect to the Property in such purchase agreementseach Shareholder. (e) Investor shall have the right to cause the Company or Subsidiary to execute, acknowledge and deliver such conveyance and other documents as shall be required to effectuate the sale in accordance with any sale of the Property pursuant to Section 11.2(a). (f) Except to the extent provided in Section 11.2(b), no Member or any Affiliate thereof may purchase the Property under a sale conducted in accordance with this Section 11.2.