Section 7: Reconciliation of Potential Disagreements over Proposed Actions 

(a) Introduction. The Company will retain one seat (director) on the Board of Directors ("Developer Director") until the termination of its Type "D" membership and will remain an active, voting participant in Board deliberations. However, Board decisions require only a simple majority vote. The approval rights discussed in this section rest in the process of discussion and participation in Board deliberations and shall take place in real time rather than after the fact.

(b) Discussion. The Elected Directors (as defined in the By-Laws) and the Developer Director(s) shall discuss all proposed POA actions as part of Board deliberations. Should the Company, voting through the Developer Director(s), believe that any such action would violate the POA's obligation not to hinder the Company's right to develop and sell or change the fundamental character of Big Canoe as those rights are expressed in the POA's governing documents effective January 1, 2005, this belief shall be shared and discussed within the context of Board deliberations.

(c) Further Consideration and Deliberation. Should the Board not be able to reach a resolution that is acceptable to the Company, the matter shall be tabled for sixty (60) days in order for there to be further consideration and deliberation between the Board and the Company. At the end of such sixty- (60-) day period or such earlier period as both parties might agree, unless both parties have reached agreement, either the Board will abandon the action or the Company will have the right to pursue a resolution of the matter through the process set forth in Section 7 d).

(d) Alternative Dispute Resolution. The POA agrees that it, acting through its Members or the Board, will take no action to hinder the Company's right to develop, sell or conduct its business, as those rights are expressly provided in the POA's governing documents effective January 1, 2005. Should the Company believe that a proposed action would do so, the Company, following the procedures set out above, shall make its views known to the Board. Should there be no mutually acceptable resolution following the sixty- (60-) day period for consideration and deliberation, thus resulting in an impasse, the Company may seek judicial relief or may refer the issue to mediation and, ultimately, to binding arbitration. The Company shall notify the Board of its decision within ten (10) working days following the expiration of the sixty- (60-) day period and begin the process within forty-five (45) days thereafter.

The POA and, as part of its right to develop and sell, the Company desire that the fundamental character of Big Canoe be maintained. The Company1s right to exercise developmental flexibility in order to respond to an evolving market is consistent with this fundamental character and with Big Canoe's history. Therefore, the Company and the POA retain the right to object to any action either believes would change that fundamental character. If following the consideration and deliberation process set forth above, the Company and the POA are unable to reach an agreement, either party may refer that decision to mediation or binding arbitration; provided, the sole issue for mediation/arbitration is limited to whether the proposed action will result in a change in the fundamental character of Big Canoe. If the alternative dispute resolution (“ADR”) results in a decision that the proposed action is a change in the fundamental character of Big Canoe, neither the Board nor the POA's membership will take the action.

Both the POA and the Company agree that should the POA or Company refer a matter to ADR as provided in this section, they will mutually proceed to ADR. Each party will pick a mediator or arbitrator, and these two shall pick a third. Each party will pay one-half (1/2) of the costs of ADR.
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