AGREES, TO SELL ITS INTEREST TO THE WHITEHALL GROUP (OR ITS DESIGNEE), IN
ACCORDANCE WITH AND SUBJECT TO THE FOLLOWING TERMS:
(I)
ANY MEMBER OF THE WHITEHALL GROUP MAY
DELIVER TO A GENGATE MEMBER A DEFAULT NOTICE (A "DEFAULT PURCHASE NOTICE")
DESCRIBING WITH REASONABLE SPECIFICITY THE NATURE OF THE EVENT OF DEFAULT IT
CAUSED AND STATING THAT THE WHITEHALL GROUP WILL EXERCISE ITS RIGHT TO PURCHASE
THE INTEREST OF GHGP AND GKH.
A DEFAULT PURCHASE NOTICE SHALL ALSO SPECIFY A
CLOSING DATE FOR SUCH PURCHASE AND SALE, WHICH DATE SHALL BE NOT LESS THAN
TWENTY (20) NOR MORE THAN ONE HUNDRED TWENTY (120) DAYS AFTER THE DATE OF
DELIVERY OF SUCH DEFAULT PURCHASE NOTICE.
FAILURE BY A MEMBER OF THE WHITEHALL
GROUP TO DELIVER A DEFAULT PURCHASE NOTICE SHALL NOT CONSTITUTE A WAIVER OF AN
EVENT OF DEFAULT (OR ANY OTHER BREACH OR DEFAULT).
NO EVENT OF DEFAULT (OR ANY
OTHER BREACH OR DEFAULT) SHALL BE WAIVED NOR SHALL ANY DUTY TO BE PERFORMED BE
ALTERED OR MODIFIED EXCEPT BY WRITTEN INSTRUMENT SIGNED BY THE MANAGING
MEMBERS.
ONE OR MORE WAIVERS OR FAILURE TO GIVE NOTICE OF AN EVENT OF DEFAULT
SHALL NOT BE CONSTRUED AS A WAIVER OF A SUBSEQUENT OR
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CONTINUING EVENT OF DEFAULT.
THE WHITEHALL GROUP MAY ELECT TO PROCEED IN ANY
MANNER PERMITTED IN THIS AGREEMENT (AND TO PURSUE ANY OTHER REMEDIES AVAILABLE
AT LAW OR IN EQUITY) WITH RESPECT TO EACH GENGATE MEMBER REGARDLESS OF HOW THE
WHITEHALL GROUP ELECTS TO PROCEED WITH RESPECT TO THE OTHER GENGATE MEMBER.
(II)
THE PURCHASE PRICE FOR THE INTEREST OF ANY
GENGATE MEMBER (THE "DEFAULT PURCHASE PRICE") SHALL BE (X) IN THE CASE OF
PURCHASE BY THE WHITEHALL GROUP UPON AN EVENT OF DEFAULT CAUSED BY (A) A BREACH
OF THIS AGREEMENT AND/OR AN EVENT (OTHER THAN THE SALE OF THE PROPERTY) THAT
WOULD PERMIT THE TERMINATION BY THE COMPANY OF THE ASSET MANAGEMENT AGREEMENT,
(B) BANKRUPTCY OF GHGP, GKH OR THE ASSET MANAGER OR (C) GROSS NEGLIGENCE OF
GHGP, GKH OR THE ASSET MANAGER, AN AMOUNT EQUAL TO THE CASH AMOUNT SUCH GENGATE
MEMBER WOULD HAVE RECEIVED AS A LIQUIDATING DISTRIBUTION (EXCLUDING ANY AMOUNT,
IF ANY, THAT WOULD HAVE BEEN PAYABLE TO SUCH GENGATE MEMBER AS ITS PORTION OF
THE ACTUAL PROMOTE) UNDER ARTICLE 10 HEREOF IF THE COMPANY HAD SOLD ALL OF THE
COMPANY ASSETS ON THE DATE OF SUCH PURCHASE BY THE WHITEHALL GROUP (OR THEIR
DESIGNEE(S)) FOR A SALES PRICE EQUAL TO ONE HUNDRED PERCENT (100%) OF THE
APPRAISED VALUE OF THE COMPANY ASSETS (LESS A REASONABLE ESTIMATE OF THE COSTS
AND EXPENSES, INCLUDING REASONABLE AND CUSTOMARY BROKERAGE COMMISSIONS, THAT
WOULD HAVE BEEN INCURRED BY THE COMPANY, AS SELLER, IN MAKING SUCH SALE) AND (Y)
IN ANY OTHER CASE, AN AMOUNT EQUAL TO THE LESSER OF (A) THE CAPITAL
CONTRIBUTIONS MADE BY SUCH DEFAULTING MEMBER LESS DISTRIBUTIONS PREVIOUSLY MADE
TO SUCH DEFAULTING MEMBER AND (B) THE CASH AMOUNT SUCH GENGATE MEMBER WOULD HAVE
RECEIVED AS A LIQUIDATING DISTRIBUTION (EXCLUDING ANY AMOUNT THAT