Net Fair Market Value
of CBL’s Equity Interest” means, at any time, an amount equal to (i) the Net Fair Market Value of the Company, leas (ii) the aggregate amount of Liquidation Preference at such time, less (iii) all amounts that would be payable to the Preferred Member pursuant to Section 5.1(a) through the date of such calculation. CBL shall provide Westfield with CBL’s calculation (in reasonable detail) of the Net Fair Market Value of CBL’s Equity Interest by no later man the earlier to occur of (x) 10 days prior to the date a determination of the Net Fair Market Value of CBL’s Equity Interest is needed, and (y) 30 days after Westfield’s request for such calculation. If Westfield disagrees with any portion of CBL’s calculations within 10 days of its receipt thereof (with the basis for such disagreement to be explained in reasonable detail), and the parties are unable in good faith to resolve such disagreement within 5 Business Days thereafter, then such disagreement shall be resolved by the Appraisal Process. Notwithstanding the foregoing, absent a change in circ*mstances (hat is reasonably likely to materially and adversely affect the Net Fair Market Value of one or more of the Projects or the Net Fair Market Value of the Company, if a determination of the Net Fair Market Value of CBL’s Equity Interest has been agreed to by the parties hereto or otherwise determined in accordance herewith, including, without limitation, by the Appraisal Process, in either case during the intmediately preceding 12 month period, and after giving effect to any distribution of cash or property pursuant to Section 6.2(e) or (g) that shall have been made to CBL during such intervening period, then CBL shall be entitled to use such previously determined amount as the Net Fair Market Value of CBL’s Equity Interest, and Westfield shall not have the right to disagree with such determination of Net Fair Market Value of CBL’s Equity Interest. In determining the Net Fair Market Value of CBL’s Equity Interest, the parties may consider the most recent appraisals obtained pursuant to Section 6.4(b).
