Common use of Authority; No Conflicts; Approvals Clause in Contracts

Authority; No Conflicts; Approvals. (a) XX XXXX has full corporate power and authority to consummate the transactions contemplated by (i) Management Agreement and (ii) this Buyout Notice and each other agreement, instrument or document executed and delivered under the Management Agreement upon the Buyout Closing (each such document, a “Ancillary Buyout Document”), including the Buyout. No provision of Law applicable to XX XXXX or the bylaws, charter or other organizational documents or XX XXXX (such documents, the “XX XXXX Organizational Documents”) requires approval by the stockholders of XX XXXX of the transactions contemplated by the Management Agreement, including the Buyout. The execution and delivery by XX XXXX of this Buyout Notice and each other Ancillary Buyout Document to which it is a party, and the consummation by XX XXXX of the transactions contemplated hereby and thereby, including the Buyout, have been duly authorized by all necessary corporate action and no other proceedings on the part of XX XXXX are necessary to authorize the execution and delivery of this Buyout Notice, the Ancillary Buyout Documents and the consummation of the transactions contemplated hereby and thereby. The Management Agreement and this Buyout Notice have been, and each Ancillary Buyout Document to which XX XXXX is a party when executed and delivered will be, duly and validly executed and delivered by XX XXXX and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of XX XXXX, enforceable against XX XXXX in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles. (b) BH OP has full partnership power and authority to consummate the transactions contemplated by Management Agreement and the Ancillary Buyout Documents, including the Buyout. No provision of Law applicable to BH OP or the partnership agreement of BH OP requires approval by the limited partners of BH OP of the transactions contemplated by the Management Agreement, including the Buyout. The execution and delivery by BH OP of each Ancillary Buyout Document to which it is a party, and the consummation by BH OP of the transactions contemplated thereby, to the extent applicable to BH OP, have been duly authorized by all necessary partnership action and no other proceedings on the part of BH OP are necessary to authorize the execution and delivery of such Ancillary Buyout Documents and the consummation of the applicable transactions contemplated thereby. Each Ancillary Buyout Document to which BH OP is a party when executed and delivered will be duly and validly executed and delivered by BH OP and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of BH OP, enforceable against BH OP in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles. (c) To the knowledge of XX XXXX and BH OP, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or any other Person is required to be made, obtained or given by or on behalf of XX XXXX or BH OP the absence of which would prevent the consummation by XX XXXX or BH OP of the transactions contemplated by this Buyout Notice or the other Ancillary Buyout Documents, including the Buyout, or the performance by XX XXXX or BH OP of its obligations under the Management Agreement and the Ancillary Buyout Documents to which it is party, other than such declarations, filings, registrations, notices, authorizations, consents or approvals obtained prior to the date hereof.

Authority; No Conflicts; Approvals. (a) XX XXXX Manager has full corporate limited liability company power and authority to consummate the transactions contemplated by (i) Management Agreement and (ii) this Buyout Notice and each other agreement, instrument or document executed and delivered under the Management Agreement upon the Buyout Closing (each such document, a “Ancillary Buyout Document”), including the Buyout. No provision of Law applicable to XX XXXX or the bylaws, charter or other organizational documents or XX XXXX (such documents, the “XX XXXX Organizational Documents”) requires approval by the stockholders of XX XXXX of the transactions contemplated by the Management Agreement, including the Buyout. The execution and delivery by XX XXXX Manager of this Buyout Notice and each other Ancillary Buyout Document to which it is a party, and the consummation by XX XXXX Manager of the transactions contemplated hereby and thereby, including the Buyout, have been duly authorized by all necessary corporate limited liability company action and no other proceedings on the part of XX XXXX Manager are necessary to authorize the execution and delivery of this Buyout Notice, the Ancillary Buyout Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby, including the Buyout. The Management Agreement and this Buyout Notice have has been, and each Ancillary Buyout Document to which XX XXXX Manager is a party when executed and delivered will be, duly and validly executed and delivered by XX XXXX Manager and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of XX XXXXManager, enforceable against XX XXXX Manager in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles. (b) BH OP has full partnership power and authority to consummate the transactions contemplated by Management Agreement and the Ancillary Buyout Documents, including the Buyout. No provision of Law applicable to BH OP or the partnership agreement of BH OP requires approval by the limited partners of BH OP of the transactions contemplated by the Management Agreement, including the Buyout. The execution and delivery by BH OP of each Ancillary Buyout Document to which it is a party, and the consummation by BH OP of the transactions contemplated thereby, to the extent applicable to BH OP, have been duly authorized by all necessary partnership action and no other proceedings on the part of BH OP are necessary to authorize the execution and delivery of such Ancillary Buyout Documents and the consummation of the applicable transactions contemplated thereby. Each Ancillary Buyout Document to which BH OP is a party when executed and delivered will be duly and validly executed and delivered by BH OP and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of BH OP, enforceable against BH OP in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles. (c) To the knowledge of XX XXXX and BH OPManager’s knowledge, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or any other Person is required to be made, obtained or given by or on behalf of XX XXXX or BH OP Manager the absence of which would prevent the consummation by XX XXXX or BH OP Manager of the transactions contemplated by this Buyout Notice or the other Ancillary Buyout Documents, including the Buyout, or the performance by XX XXXX or BH OP Manager of its obligations under the Management Agreement and the Ancillary Buyout Documents to which it is party, other than such declarations, filings, registrations, notices, authorizations, consents or approvals obtained prior to the date hereof.

Authority; No Conflicts; Approvals. (a) XX XXXX Each of IWEST and each Acquisition Entity has full corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party and, subject to the approval of IWEST as sole stockholder of each Acquisition Entity of this Agreement and the Mergers and the filing of the applicable Articles of Merger or Certificates of Merger, to consummate the transactions contemplated by hereby and thereby (i) Management Agreement it being understood and (ii) this Buyout Notice and each other agreement, instrument or document executed and delivered under agreed that the Management Agreement upon the Buyout Closing (each such document, a “Ancillary Buyout Document”), including the Buyout. No provision of Law applicable to XX XXXX or the bylaws, charter or other organizational documents or XX XXXX (such documents, the “XX XXXX Organizational Documents”) requires approval by the stockholders of XX XXXX IWEST of this Agreement and the transactions contemplated hereby is not required by Law but is a condition to completion of the Management Agreement, including the BuyoutMergers as set forth in Section 7.2(d)). The execution and delivery by XX XXXX each of IWEST and each Acquisition Entity of this Buyout Notice Agreement and each other Ancillary Buyout Document Agreement to which it is a party, and the consummation by XX XXXX IWEST and such Acquisition Entity of the transactions contemplated hereby and thereby, including the Buyout, have been duly authorized by all necessary corporate action and no other proceedings on the part of XX XXXX IWEST or such Acquisition Entity are necessary to authorize the execution and delivery of this Buyout Notice, the Agreement and such Ancillary Buyout Documents Agreements and the consummation of the transactions contemplated hereby and or thereby. The Management , except for obtaining the approval of IWEST as sole stockholder of each Acquisition Entity of this Agreement and this Buyout Notice have the Mergers and the filing of the applicable Articles of Merger or Certificates of Merger. This Agreement has been, and each Ancillary Buyout Document Agreement to which XX XXXX IWEST or any Acquisition Entity is a party when executed and delivered will be, duly and validly executed and delivered by XX XXXX IWEST and such Acquisition Entity or Acquisition Entities, as applicable, and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of XX XXXXIWEST or such Acquisition Entity or Acquisition Entities, as applicable, enforceable against XX XXXX IWEST or such Acquisition Entity or Acquisition Entities, as applicable, in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles, and (iii) to the extent this Agreement or such Ancillary Agreement contains indemnification provisions for violations of federal or state securities laws, as enforceability of such provisions may be limited under federal and state securities laws. (b) BH OP has full partnership power and authority to consummate the transactions contemplated by Management Agreement and the Ancillary Buyout Documents, including the Buyout. No provision of Law applicable to BH OP or the partnership agreement of BH OP requires approval by the limited partners of BH OP of the transactions contemplated by the Management Agreement, including the Buyout. The execution and delivery by BH OP each of IWEST and each Acquisition Entity of this Agreement and each Ancillary Buyout Document Agreement to which it is a partyparty does not and will not, and the consummation by BH OP IWEST and such Acquisition Entity of the transactions contemplated therebyhereby and thereby will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the assets of IWEST or any Acquisition Entity under any of the terms, conditions or provisions of, (i) the organizational documents of IWEST or any Acquisition Entity, (ii) to the Knowledge of the IWEST Special Committee, subject to obtaining the IWEST Required Statutory Approvals and the approval of IWEST as sole stockholder of each Acquisition Entity of this Agreement and the Mergers, any Law applicable to IWEST, any Acquisition Entity or any of their respective properties, or (iii) to the Knowledge of the IWEST Special Committee, and except for the IWEST Required Consents, any material Contract to which IWEST or any Acquisition Entity is a party or by which IWEST, any Acquisition Entity or any of their respective assets or properties is bound, except as to each of (i) (ii) and (iii) to the extent applicable to BH OP, have been duly authorized by all necessary partnership action and no other proceedings on the part of BH OP are necessary to authorize the execution and delivery of such Ancillary Buyout Documents and the consummation of the applicable transactions contemplated thereby. Each Ancillary Buyout Document to which BH OP is a party when executed and delivered will be duly and validly executed and delivered by BH OP and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of BH OP, enforceable against BH OP in accordance with its terms, except that such enforcement may breach or default of would not reasonably be subject expected to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principleshave an IWEST Material Adverse Effect. (c) To the knowledge Knowledge of XX XXXX the IWEST Special Committee, except for (i) the filing by IWEST of a proxy statement relating to the IWEST Stockholders’ Meeting (together with any amendments thereof or supplements thereto, the “Proxy Statement”) with the Commission pursuant to the Exchange Act, (ii) any required filings by or on behalf of IWEST to effect the Mergers, (iii) any required filings by or on behalf of IWEST under applicable blue sky Laws (the filings and BH OPapprovals referred to in clauses (i) through (iii) are collectively referred to as the “IWEST Required Statutory Approvals”), and (iv) the IWEST Stockholders’ Ratification (it being understood and agreed that the approval by the stockholders of IWEST of this Agreement and the transactions contemplated hereby is not required by Law but is a condition to completion of the Mergers as set forth in Section 7.2(d)) and the approval of IWEST as sole stockholder of each Acquisition Entity of this Agreement and the Mergers, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or any other Person is required to be made, obtained or given by or on behalf of XX XXXX IWEST or BH OP any Acquisition Entity the absence of which would have an IWEST Material Adverse Effect or prevent or materially delay the consummation by XX XXXX IWEST or BH OP any Acquisition Entity of the transactions contemplated by this Buyout Notice or the other Ancillary Buyout Documents, including the Buyout, hereby and thereby or the performance by XX XXXX IWEST or BH OP any Acquisition Entity of its obligations under the Management this Agreement and the Ancillary Buyout Documents Agreements to which it is party, other than such declarations, filings, registrations, notices, authorizations, consents or approvals obtained prior to set forth on Schedule 3.4(c) hereto (the date hereof“IWEST Required Consents”).

Authority; No Conflicts; Approvals. (a) XX XXXX Each of IREIC, the Service Providers and the Agent has full the requisite corporate or limited liability company power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party and (subject to obtaining the Manager Stockholders’ Approval, as defined in Section 6.2(b), below, and the Written Consent of IREIC as the sole stockholder of the Advisor, each of which is being delivered concurrent with the execution of this Agreement) to consummate the transactions contemplated by (i) Management Agreement hereby and (ii) this Buyout Notice and each other agreement, instrument or document executed and delivered under the Management Agreement upon the Buyout Closing (each such document, a “Ancillary Buyout Document”), including the Buyout. No provision of Law applicable to XX XXXX or the bylaws, charter or other organizational documents or XX XXXX (such documents, the “XX XXXX Organizational Documents”) requires approval by the stockholders of XX XXXX of the transactions contemplated by the Management Agreement, including the Buyoutthereby. The execution and delivery by XX XXXX each of IREIC, each Service Provider and the Agent of this Buyout Notice Agreement and each other Ancillary Buyout Document Agreement to which it is a party, and the consummation by XX XXXX IREIC, such Service Provider and the Agent of the transactions contemplated hereby and thereby, including the Buyout, have been duly authorized by all necessary corporate or limited liability company action and no other proceedings on the part of XX XXXX are IREIC, such Service Provider, the Agent or any Stockholder is necessary to authorize the execution and delivery of this Buyout Notice, the Agreement and such Ancillary Buyout Documents and the consummation of Agreements or to consummate the transactions contemplated hereby and or thereby. The Management This Agreement and this Buyout Notice have has been, and each Ancillary Buyout Document Agreement to which XX XXXX IREIC, any Service Provider or the Agent (on behalf of the Stockholders) is a party when executed and delivered will be, duly and validly executed and delivered by XX XXXX IREIC, such Service Provider or the Agent (on behalf of the Stockholders), as applicable, and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of XX XXXXIREIC, such Service Provider and the Agent (on behalf of the Stockholders), as applicable, enforceable against XX XXXX IREIC, such Service Provider or the Agent (on behalf of the Stockholders), as applicable, in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles, and (iii) to the extent this Agreement or such Ancillary Agreement contains indemnification provisions for violations of federal or state securities laws, as enforceability of such provisions may be limited under federal and state securities laws. (b) BH OP has full partnership power and authority to consummate the transactions contemplated by Management Agreement and the Ancillary Buyout Documents, including the Buyout. No provision of Law applicable to BH OP or the partnership agreement of BH OP requires approval by the limited partners of BH OP of the transactions contemplated by the Management Agreement, including the Buyout. The execution and delivery by BH OP IREIC, each Service Provider and the Agent (on behalf of the Stockholders) does not and will not, and the consummation by IREIC, each Service Provider and the Agent (on behalf of the Stockholders) of this Agreement and each Ancillary Buyout Document Agreement to which it is a party, and the consummation by BH OP party of the transactions contemplated therebyhereby and thereby will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or result in a right of termination or acceleration under, or result in the creation of any Lien upon any of the assets of any Service Provider under any of the terms, conditions or provisions of (i) the organizational documents of IREIC and each Service Provider, (ii) any Law applicable to IREIC, any Service Provider, the Agent or any Stockholder or any of their respective assets or properties, or (iii) except for the Service Provider Required Consents, any Contract to which IREIC, any Service Provider, the Agent or any Stockholder is a party or by which IREIC, any Service Provider, the Agent or any Stockholder or their respective assets or properties may be bound, except as to each of (i), (ii) and (iii) to the extent applicable to BH OP, have been duly authorized by all necessary partnership action and no other proceedings on the part of BH OP are necessary to authorize the execution and delivery of such Ancillary Buyout Documents and the consummation of the applicable transactions contemplated thereby. Each Ancillary Buyout Document to which BH OP is a party when executed and delivered will be duly and validly executed and delivered by BH OP and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of BH OP, enforceable against BH OP in accordance with its terms, except that such enforcement may breach or default would not reasonably be subject expected to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principleshave a Service Provider Material Adverse Effect. (c) To Except for (i) any required filings by or on behalf of the knowledge Service Providers to effect the Mergers under the law of XX XXXX and BH OPthe applicable jurisdiction (the “Service Provider Required Statutory Approvals”; and, together with the IWEST Required Statutory Approvals, the “Required Statutory Approvals”), (ii) the notices, authorizations, consents or approvals set forth on Schedule 4.3(c) hereto (the “Service Provider Required Consents”; and, together with the IWEST Required Consents, the “Required Consents”), no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or any other Person is required to be madenecessary for the execution and delivery by each of IREIC, obtained or given by or each Service Provider and the Agent (on behalf of XX XXXX the Stockholders) of this Agreement and the Ancillary Agreements to which it is party or BH OP the absence of which would prevent the consummation by XX XXXX IREIC, such Service Provider or BH OP the Agent (on behalf of the Stockholders) of the transactions contemplated hereby and thereby. (d) Each of IREIC, as the sole stockholder of the Advisor, and the Principal Stockholders, as stockholders of each of the Manager Parents, has the requisite power and authority to execute the Written Consents and no other proceedings on the part of IREIC or such Principal Stockholder is necessary to authorize the execution and delivery of the Written Consents. The execution and delivery by this Buyout Notice IREIC and the Principal Stockholders of the Written Consents does not and will not, violate, conflict with or the other Ancillary Buyout Documents, including the Buyoutresult in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance by XX XXXX required by, or BH OP result in a right of its obligations termination or acceleration under (i) the Management Agreement and the Ancillary Buyout Documents organizational documents of IREIC, (ii) any Law applicable to IREIC or any Principal Stockholder or any of their respective assets or properties, or (iii) any Contract to which it IREIC, or any Principal Stockholder is party, other than such declarations, filings, registrations, notices, authorizations, consents a party or approvals obtained prior to the date hereofby which IREIC or any Principal Stockholder or their respective assets or properties may be bound.

Authority; No Conflicts; Approvals. (a) XX XXXX Each of IREIC, each Manager Shareholder and each Service Provider has full requisite corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, and, subject to obtaining the Manager Stockholders' Approval and the approval of IREIC as the sole stockholder of the Advisor, to consummate the transactions contemplated by (i) Management Agreement hereby and (ii) this Buyout Notice and each other agreement, instrument or document executed and delivered under the Management Agreement upon the Buyout Closing (each such document, a “Ancillary Buyout Document”), including the Buyout. No provision of Law applicable to XX XXXX or the bylaws, charter or other organizational documents or XX XXXX (such documents, the “XX XXXX Organizational Documents”) requires approval by the stockholders of XX XXXX of the transactions contemplated by the Management Agreement, including the Buyoutthereby. The execution and delivery by XX XXXX each of IREIC and each Service Provider of this Buyout Notice Agreement and each other Ancillary Buyout Document Agreement to which it is a party, and the consummation by XX XXXX IREIC and such Service Provider of the transactions contemplated hereby and thereby, including the Buyout, have been duly authorized by all necessary corporate action action, subject to obtaining the Manager Stockholders' Approval and the approval of IREIC as the sole stockholder of the Advisor, and no other proceedings on the part of XX XXXX IREIC or such Service Provider are necessary to authorize the execution and delivery of this Buyout Notice, the Agreement and such Ancillary Buyout Documents and the consummation of Agreements or to consummate the transactions contemplated hereby and or thereby. The Management This Agreement and this Buyout Notice have has been, and each Ancillary Buyout Document Agreement to which XX XXXX IREIC, any Manager Shareholder or any Service Provider is a party when executed and delivered will be, duly and validly executed and delivered by XX XXXX IREIC, such Manager Shareholder(s) and such Service Provider(s), as applicable, and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of XX XXXXIREIC, such Manager Shareholder(s) and such Service Provider(s), as applicable, enforceable against XX XXXX IREIC, such Manager Shareholder(s) and such Service Provider(s) in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to enforcement of creditors’ ' rights generally, and (ii) general equitable principles, and (iii) to the extent this Agreement or such Ancillary Agreement contains indemnification provisions for violations of federal or state securities laws, as enforceability of such provisions may be limited under federal and state securities laws. (b) BH OP has full partnership power and authority to consummate the transactions contemplated by Management Agreement and the Ancillary Buyout Documents, including the Buyout. No provision of Law applicable to BH OP or the partnership agreement of BH OP requires approval by the limited partners of BH OP of the transactions contemplated by the Management Agreement, including the Buyout. The execution and delivery by BH OP each of IREIC, each Manager Shareholder and each Service Provider does not and will not, and the consummation by IREIC, such Manager Shareholder and such Service Provider of this Agreement and each Ancillary Buyout Document Agreement to which it is a party, and the consummation by BH OP party of the transactions contemplated therebyhereby and thereby will not, to violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the extent applicable to BH OPtermination of, have been duly authorized by all necessary partnership action and no other proceedings on or accelerate the part performance required by, or result in a right of BH OP are necessary to authorize termination or acceleration under, or result in the execution and delivery creation of such Ancillary Buyout Documents and the consummation any Lien upon any of the applicable transactions contemplated thereby. Each Ancillary Buyout Document to which BH OP is a party when executed and delivered will be duly and validly executed and delivered by BH OP andassets of any Service Providers under any of the terms, assuming conditions or provisions of, (i) the due authorization, execution and delivery hereof and thereof by the other parties hereto Articles of Incorporation or thereto, constitutes or will constituteCertificate of Incorporation, as applicable, a legaland Bylaws of IREIC and each Service Provider, valid and binding agreement of BH OP, enforceable against BH OP in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principlessubject to obtaining the Manager Stockholders' Approval, the Service Provider Required Statutory Approvals and the approval of IREIC as the sole stockholder of the Advisor, any Law applicable to IREIC, any Manager Shareholder or any Service Provider or any of their respective assets or properties, or (iii) except for the Service Provider Required Consents, any Scheduled Contract to which IREIC, any Manager Shareholder or any Service Provider is a party or by which IREIC, any Manager Shareholder or any Service Provider or their respective assets or properties may be bound. (c) To Except for (i) any required filings by or on behalf of the knowledge Service Providers to effect the Mergers (the "Service Provider Required Statutory Approvals"; and, together with the REIT Required Statutory Approvals, the "Required Statutory Approvals"), (ii) the Manager Stockholders' Approval and the approval of XX XXXX IREIC as the sole stockholder of the Advisor and BH OP(iii) the notices, authorizations, consents or approvals set forth on Schedule 4.3(c) hereto (the "Service Provider Required Consents"; and, together with the REIT Required Consents, the "Required Consents"), no material declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or any other Person is required necessary for the execution and delivery by each of IREIC, each Manager Shareholder and each Service Provider of this Agreement and the Ancillary Agreements to be made, obtained which it is party or given by or on behalf of XX XXXX or BH OP the absence of which would prevent the consummation by XX XXXX or BH OP IREIC, such Manager Shareholder and such Service Provider of the transactions contemplated by this Buyout Notice or the other Ancillary Buyout Documents, including the Buyout, or the performance by XX XXXX or BH OP of its obligations under the Management Agreement hereby and the Ancillary Buyout Documents to which it is party, other than such declarations, filings, registrations, notices, authorizations, consents or approvals obtained prior to the date hereofthereby.

Authority; No Conflicts; Approvals. (a) XX XXXX a. It has full corporate limited liability company power and authority to consummate the transactions contemplated Self-Management Closing and execute and deliver each Ancillary Closing Document to be executed or delivered by (i) Management Agreement and (ii) this Buyout Notice and each other agreement, instrument or document executed and delivered under the Management Agreement upon the Buyout Closing (each such document, a “Ancillary Buyout Document”), including the Buyout. No provision of Law applicable to XX XXXX or the bylaws, charter or other organizational documents or XX XXXX (such documents, the “XX XXXX Organizational Documents”) requires approval by the stockholders of XX XXXX of the transactions contemplated by the Management Agreement, including the Buyoutit. The execution and delivery by XX XXXX it of this Buyout Notice and Letter, each other Ancillary Buyout Document Agreement to which it is or will become a party, and the consummation by XX XXXX of the transactions contemplated hereby and thereby, including the BuyoutTransactions, have been duly authorized by all necessary corporate action and no other proceedings on the part of XX XXXX it are necessary to authorize the execution and delivery of this Buyout NoticeLetter, the Ancillary Buyout Documents Agreements, and the consummation of the transactions contemplated hereby and therebyTransactions. The Management Agreement and Each of the Modification Agreement, this Buyout Notice have beenLetter, and each Ancillary Buyout Document Agreement to which XX XXXX it is or will become a party party, have been, or when executed and delivered by it will be, as applicable, duly and validly executed and delivered by XX XXXX it and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of XX XXXXit, enforceable against XX XXXX it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles. (b) BH OP has full partnership power and authority to consummate the transactions contemplated by Management Agreement and the Ancillary Buyout Documents, including the Buyout. No provision of Law applicable to BH OP or the partnership agreement of BH OP requires approval by the limited partners of BH OP of the transactions contemplated by the Management Agreement, including the Buyout. The execution and delivery by BH OP of each Ancillary Buyout Document to which it is a party, and the consummation by BH OP of the transactions contemplated thereby, to the extent applicable to BH OP, have been duly authorized by all necessary partnership action and no other proceedings on the part of BH OP are necessary to authorize the execution and delivery of such Ancillary Buyout Documents and the consummation of the applicable transactions contemplated thereby. Each Ancillary Buyout Document to which BH OP is a party when executed and delivered will be duly and validly executed and delivered by BH OP and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of BH OP, enforceable against BH OP in accordance with b. To its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principles. (c) To the knowledge of XX XXXX and BH OPKnowledge, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or any other Person is required to be made, obtained or given by or on behalf of XX XXXX it or BH OP its Affiliates the absence of which would prevent the consummation by XX XXXX it or BH OP its Affiliates of the transactions contemplated by this Buyout Notice or the other Ancillary Buyout Documents, including the BuyoutTransactions, or the performance by XX XXXX it or BH OP its Affiliates of its obligations under the Management Modification Agreement and or the Ancillary Buyout Documents Agreements to which it is or will become a party, other than any such declarations, filings, registrations, notices, authorizations, consents or approvals obtained prior to the date hereof.

Authority; No Conflicts; Approvals. (a) XX XXXX Each of REIT and each Acquisition Company has full corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party and, subject to obtaining REIT Stockholders' Ratification and the approval of REIT as sole stockholder of each Acquisition Company, to consummate the transactions contemplated by (i) Management Agreement hereby and (ii) this Buyout Notice and each other agreement, instrument or document executed and delivered under the Management Agreement upon the Buyout Closing (each such document, a “Ancillary Buyout Document”), including the Buyout. No provision of Law applicable to XX XXXX or the bylaws, charter or other organizational documents or XX XXXX (such documents, the “XX XXXX Organizational Documents”) requires approval by the stockholders of XX XXXX of the transactions contemplated by the Management Agreement, including the Buyoutthereby. The execution and delivery by XX XXXX each of REIT and each Acquisition Company of this Buyout Notice Agreement and each other Ancillary Buyout Document Agreement to which it is a party, and the consummation by XX XXXX REIT and such Acquisition Company of the transactions contemplated hereby and thereby, including the Buyout, have been duly authorized by all necessary corporate action and no other proceedings on the part of XX XXXX REIT or such Acquisition Company are necessary to authorize the execution and delivery of this Buyout Notice, the Agreement and such Ancillary Buyout Documents Agreements and the consummation of the transactions contemplated hereby or thereby, except for obtaining REIT Stockholders' Ratification and therebythe approval of REIT as sole stockholder of each Acquisition Company. The Management This Agreement and this Buyout Notice have has been, and each Ancillary Buyout Document Agreement to which XX XXXX REIT or any Acquisition Company is a party when executed and delivered will be, duly and validly executed and delivered by XX XXXX REIT and such Acquisition Company or Acquisition Companies, as applicable, and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes or will constitute, as applicable, a legal, valid and binding agreement of XX XXXXREIT and such Acquisition Company or Acquisition Companies, as applicable, enforceable against XX XXXX REIT and such Acquisition Company or Acquisition Companies, as applicable, in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws laws affecting or relating to enforcement of creditors’ ' rights generally, and (ii) general equitable principles, and (iii) to the extent this Agreement or such Ancillary Agreement contains indemnification provisions for violations of federal or state securities laws, as enforceability of such provisions may be limited under federal and state securities laws. (b) BH OP has full partnership power and authority to consummate the transactions contemplated by Management Agreement and the Ancillary Buyout Documents, including the Buyout. No provision of Law applicable to BH OP or the partnership agreement of BH OP requires approval by the limited partners of BH OP of the transactions contemplated by the Management Agreement, including the Buyout. The execution and delivery by BH OP each of REIT and each Acquisition Company of this Agreement and each Ancillary Buyout Document Agreement to which it is a partyparty does not and will not, and the consummation by BH OP REIT and such Acquisition Company of the transactions contemplated therebyhereby and thereby will not, to violate, conflict with or result in a breach of any provision of, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the extent applicable to BH OPtermination of, have been duly authorized by all necessary partnership action and no other proceedings on or accelerate the part performance required by, or result in a right of BH OP are necessary to authorize termination or acceleration under, or result in the execution and delivery creation of such Ancillary Buyout Documents and the consummation any Lien upon any of the applicable transactions contemplated thereby. Each Ancillary Buyout Document to which BH OP is a party when executed and delivered will be duly and validly executed and delivered by BH OP andassets of REIT or any Acquisition Company under any of the terms, assuming conditions or provisions of, (i) the due authorization, execution and delivery hereof and thereof by the other parties hereto Articles of Incorporation or thereto, constitutes or will constituteCertificate of Incorporation, as applicable, a legaland bylaws of REIT or any Acquisition Company, valid and binding agreement of BH OP, enforceable against BH OP in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally, and (ii) general equitable principlessubject to obtaining the REIT Required Statutory Approvals, the REIT Stockholders' Ratification and the approval of REIT as sole stockholder of each Acquisition Company, any Law applicable to REIT, any Acquisition Company or any of their respective properties, or (iii) except for the REIT Required Consents, any material Contract to which REIT or any Acquisition Company is a party or by which REIT, any Acquisition Company or any of their respective assets or properties is bound. (c) To Except for (i) the knowledge filing by REIT of XX XXXX a proxy statement relating to the REIT Stockholders' Meeting (together with any amendments thereof or supplements thereto, the "Proxy Statement") with the Commission pursuant to the Exchange Act, (ii) any required filings by or on behalf of REIT to effect the Mergers, (iii) any required filings by or on behalf of REIT under applicable blue sky Laws (the filings and BH OPapprovals referred to in clauses (i) through (iii) are collectively referred to as the "REIT Required Statutory Approvals"), and (iv) the REIT Stockholders' Ratification and the approval of REIT as sole stockholder of each Acquisition Company, no declaration, filing or registration with, or notice to, or authorization, consent or approval of, any Governmental Authority or any other Person is required to be made, obtained or given by or on behalf of XX XXXX REIT or BH OP any Acquisition Company the absence of which would prevent or materially delay the consummation by XX XXXX REIT or BH OP any Acquisition Company of the transactions contemplated by this Buyout Notice or the other Ancillary Buyout Documents, including the Buyout, hereby and thereby or the performance by XX XXXX REIT or BH OP any Acquisition Company of its obligations under the Management this Agreement and the Ancillary Buyout Documents Agreements to which it is party, other than such declarations, filings, registrations, notices, authorizations, consents or approvals obtained prior to set forth on Schedule 3.4(c) hereto (the date hereof"REIT Required Consents").