Extract to table

The appraiser must be independent of both PCG and MSH and must hold the MAI designation from the Appraisal Institute

4(c) of the Operating Agreement, which provides that if the FMV determined by the Manager's appraiser and the FMV determined by the redeeming member's appraiser differ by more than 10%, either party has the right to appoint a third, neutral MAI-certified appraiser, and the FMV shall be determined as the average of the two closest appraisals out of the three

7 provides, in relevant part, that if the Manager exercises the call option "in bad faith or with the intent to materially understate Fair Market Value," the purchase price for the redeemed interest shall include a penalty of up to 25% of the determined Fair Market Value of the redeemed interest

2(a) provides that the Manager shall manage the affairs of PGV "in good faith and in accordance with the terms of this Agreement

2(b) states that "[t]he Manager's duties with respect to the valuation and redemption of Member interests under Article XII shall be governed exclusively by the procedures set forth in Article XII

3 of the Operating Agreement provides that the Manager shall "maintain the Property in first-class condition, consistent with the standards of comparable luxury resort hotels in the Clearwater Beach and Gulf Coast market