Participation Agreement Llc

2.3.2 Dispute resolution; Fund retention. If EA Playas rejects the AEA, including, if applicable, Playas` joint sales allocation, EA has 10 (10) working days from receipt of the accounting in which they can disclose playa`s EAs` Playa in writing, as well as the amount of the equity allocation (EEA) proposed by the EAs and, if applicable, the proposed joint sales allocation. In this case, to the extent that the parties are unable to agree on the amount of the interest, including, if applicable, the joint allocation of sales, the average of the AAEs and AAEs is maintained until the final agreement of EA and Playa or, as stated below, with respect to the amount of the interest. If EA Playas does not refuse the AAA in due course, an amount of Playas AAE will be held in trust (and interest) until the final agreement of EA and Playa, or the provision listed below as to the amount of the award of the competition. In accordance with the agreement or provision below regarding the amount of the interest, this amount, held in trust (more or less the necessary adjustments on the basis of such an agreement or provision), is released on mutual instruction from EA and Playa to EA`s Treuhand fiduciary agent. If necessary, Playa deposits within ten (10) working days following such an agreement or provision of the additional resources necessary to match the final amount of the award of the competition. Any overstay of the final award of the competition, if any, will be returned to Playa by the fiduciary agent. Under no circumstances does the final agreement or the provision for the amount of the award of the competition delay the conclusion of a sale. 6.2 Convention of subordination/recognition. Subject to obtaining a recognition agreement (which does not recognize the recognition of this agreement as a surviving silos event), as stated below, this agreement is subject to the right to guarantee mortgages or fiduciary securities in favour of an unrelated third party, now or thereafter, effective against Phase I, if ever, and/or extensions, extensions, amendments, consolidations and replacements, and on any advance made on the security of these mortgages or trust companies, provided that the loan, which is proven by the mortgage or trust, is granted only to a trust in the Playa project and is guaranteed only by a trust.

EA performs, within 15 business days of receipt of Playa`s application, an economically reasonable subordination to unsyed third parties (authorized mortgage/link holders) who will come into effect at any time prior to the expiry of the previous termination of this agreement, provided that the loan established by the mortgage or trust agreement takes place only under a trust agreement relating to the Playa project and is guaranteed only by a trust agreement, and provided that such a subordination agreement is in accordance with the provisions of this section 6.2.

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