Common use of Duties of Managing Member Clause in Contracts

Duties of Managing Member. (a) The Managing Member shall (i) conduct the business of the Company on a day-to-day basis in accordance with the standard of care required of prudent and experienced third parties performing similar functions, in accordance with customary industry standards in accordance with the Budget and the Operating Plan and such other guidelines as shall be adopted by the Company pursuant to this Agreement, which duties may be discharged by delegating the same to Property Manager pursuant to the Property Management Agreement, (ii) retain Property Manager, or another person or entity approved by GAP, to perform the Company Management Services for the Company, (iii) perform the duties assigned to it hereunder, and (iv) carry out and implement all decisions and resolutions of the Members. The initial Managing Member shall be Operating Member, which shall remain Managing Member unless Operating Member is terminated or resigns as Managing Member pursuant to the terms of this Agreement. Operating Member, as the initial Managing Member, shall have no authority to retire or resign from its position as the initial Managing Member; provided that Operating Member may resign as Managing Member only if Property Manager is terminated, or if Property Manager resigns from such position in accordance with the terms of the Property Management Agreement. In the event that Operating Member or any other Person should retire, resign or be removed as Managing Member, the Members shall be under no obligation to appoint a replacement thereof. Subject to the limitations set forth in this Agreement, the Managing Member, on behalf of the Company, shall have the power and authority to enter into contracts and leases on behalf of the Company in accordance with the current Budget and Operating Plan approved in accordance with this Agreement, to make expenditures as are required to implement such Budget and Operating Plan, but only to the extent that any such expenditures and amounts required to be paid by the Company under such contracts, leases and other instruments and documents have either been approved in accordance with this Agreement do not require approval in accordance with this Agreement. The Managing Member may rely on written instructions from a representative appointed in writing by GAP from time to time that GAP has approved certain actions and agreements. Subject to the Managing Member’s right to charge certain matters to the Company as provided in Sections 8.01 and 8.03 and without limiting any compensation or reimbursements Managing Member may be entitled to under the Property Management Agreement, the Managing Member shall not be entitled to receive any fees or other compensation in respect of its activities as Managing Member, and will not receive reimbursement for compensation payable to any of its employees or other direct or indirect overhead which may be attributable to the performance of its duties as Managing Member. (b) Notwithstanding anything to the contrary contained in Section 7.01(b)(iii), if at the beginning of any calendar year the Budget and Operating Plan or any item or portion thereof shall not have been approved by Majority Members, then: (i) Any items or portions of the Budget and Operating Plan and amounts of expenses provided therein which have been so approved shall become operative immediately and the Managing Member shall be entitled to expend funds in accordance with those operative portions; (ii) With respect to the Budget, the Managing Member shall be entitled to, and shall, expend, in respect of noncapital, recurring expenses in any month of the then-current calendar year, an amount equal to the budgeted amount for the corresponding month of the immediately preceding calendar year, as set forth on the immediately preceding calendar year Budget after giving effect to any dispositions or other material changes to Company Property during the prior or current year; provided, however, that if any contract approved by the Managing Member or entered into pursuant to the provisions hereof or the Property Management Agreement provides for an automatic increase in costs thereunder after the beginning of the then current calendar year, then the Managing Member shall be entitled to expend the amount of such increase; and (iii) The Managing Member shall be entitled to, and shall, expend funds in respect of debt service on the Company’s financing (including the expense of curing any defaults thereunder), utilities, real estate taxes and assessments, or insurance premiums with respect to insurance for the Company Property, regardless of whether the Budget has been approved or whether such expenditures exceed the amounts provided for in the applicable Budget. (c) In addition to and without limiting any other duties set forth in this Agreement, the Managing Member shall, subject to the availability of adequate funds therefor in the Budget and from Revenues, Capital Contributions or other sources, and provided that Managing Member may delegate such obligations to Property Manager or any other third parties with whom the Company may contract pursuant to the terms hereof: (i) Oversee, coordinate and process the operations, including without limitation, the management on a day-to-day basis of any and all of the assets which comprise Company Property, and prepare all communications with the Seller and other relevant third parties; (ii) Subject to the availability of funds therefor, take all proper and necessary actions reasonably required to cause the Company and all third parties at all times to perform and comply with the provisions (including, without limitation, any provisions requiring the expenditure of funds by the Company) of any loan commitment, agreement, mortgage, lease, or other contract, instrument or agreement to which the Company is a party or which affects any Company Property or the operation thereof; (iii) Subject to the availability of funds therefor, pay in a timely manner all non-disputed operating expenses of the Company in accordance with the terms of the Budget and the Operating Plan or as otherwise provided herein; (iv) To the extent available, and subject to the availability of the funds therefor, obtain and maintain insurance coverage on Company Properties as required by the Managing Member and pay all non-disputed taxes, assessments, charges and fees payable in connection with the ownership, use and occupancy of the Company Properties (provided that if the Managing Member requires that the Company maintain insurance as part of GAP’s blanket policy, the Company’s allocable share of deductibles and premiums under the liability insurance policy shall be no greater than those under such policies previously maintained by Property Manager); (v) Deliver to the other Members promptly upon the receipt or sending thereof, copies of all material notices, reports and communications between the Company and any tenant, the Seller, governmental agencies, neighboring property owners, community groups and other relevant third parties, and material notices, reports, and communications from any tenant, under any lease or any borrower under any mortgage loan or any holder of a mortgage affecting all or any portion of any Company Property, or any of such other parties, which relates to any existing or pending default thereunder or to any financial or operational information required by such Person; (vi) Deposit all receipts from operations of Company Property to a separate account, or accounts, established and maintained by the Managing Member in the name of the Company or the applicable Property Company, and not commingle those receipts with any other funds or accounts of Managing Member; (vii) Manage and administer the process of selling and refinancing Company Property; (viii) If the Managing Member subcontracts with third parties or any of its Affiliates for the performance of any of the services to be performed by the Managing Member, then the Managing Member shall supervise and oversee the performance of the services performed by such third parties or Affiliates (in the event of any such subcontract, references in this Agreement to actions taken or to be taken by the Managing Member shall include actions taken or to be taken by such subcontractors); (ix) Execute and deliver agreements, certificates and similar documents which are necessary to obtain loans, as well as manage any approved financing or refinancing, on terms approved by the Managing Member and to acquire the Initial Company Property pursuant to the Purchase Agreement; (x) Make periodic inspections of the Company Property and review all maintenance, repairs and construction on the Company Property; (xi) Advise the Company on such action as may be required to comply with any and all laws, ordinances, statutes and deed restrictions applicable to the Company Property; (xii) Not knowingly permit the use of the Company Property for any purpose which might impair any insurance on the Company Property or which might render any insured loss thereunder uncollectible or which would be in violation of any applicable law; (xiii) Promptly recommend from time to time the advisability of contesting either the validity or the amount of personal and real property taxes, if Managing Member deems such a contest appropriate (xiv) Fully cooperate with the Company and the Company’s representatives, including leasing agents, tax consultants, brokers involved in the sale of all or any portion of the Company Property, any potential purchaser of all or any portion of the Company Property, appraisers, and counsel with the view that such representatives shall be able to perform their duties efficiently and without interference. Such parties shall be allowed to visit the Company Property and inspect the same at such times as GAP may request; (xv) Advise the Company on such action as may be necessary to comply with any and all laws, ordinances, statutes and deed restrictions applicable to the Company Property; (xvi) Notify GAP of any of the following in any way relating to the Company Property promptly following Managing Member’s receipt thereof: written notice of any claim of violation of any legal requirement other than those which can be corrected for less than $10,000 (or $150,000 if covered by insurance), and without penalty or fine within thirty (30) days of notification thereof, provided that notice is required for any claim that names any GAP Party; written notice of any claim of liability; material written complaints from any contractor, sub-contractor or other party involved in providing or assisting with the operation, maintenance, and repair of the Company Property; written notice of any default under any Loan Documents secured by the Company Property; any summons or other legal process; any material damage to the Company Property; any threatened (in writing by an applicable Governmental Authority or its agent) condemnation or acquisition in lieu of condemnation of the Company Property or any portion thereof; and any actual or alleged (in writing) personal injury or property damage, and promptly notify GAP of any verbal notice Managing Member receives related to any of the foregoing, but only if Managing Member, acting reasonably and in good faith, deems the same to be material to the ownership or operation of the Company Property. For purposes of this subsection (xvi), “material” shall mean any claim for $10,000 or greater in any one instance, or $50,000 in the aggregate; (xvii) Promptly notify GAP of any material default or alleged (in writing) material default by any party under any lease of all or any portion of the Company Property of which Managing Member is aware, as well as any other material information particular to the Company Property; (xviii) Advise the Company with respect to any presentations before public agencies at both public and private meetings which relate to or affect the Company Property, and in all dealings with the press, community leaders, owners of adjacent property, and all other parties directly or indirectly involved with the Company Property or with interests which may affect the success of the Company Property; (xix) Comply at all times with this Agreement, including submitting to the Members for their approval any decisions or matters which may be subject to their approval under this Agreement; and (xx) Report to GAP with respect to Managing Member’s compliance with the foregoing duties. (d) GAP shall have the absolute right, power and authority at any time to terminate Operating Member’s appointment as Managing Member hereunder and to appoint a successor Managing Member, and to remove Property Manager as the manager under the Property Management Agreement and to terminate the Property Management Agreement (and any other agreements or contracts between the Company and Affiliates of Operating Member or Property Manager) and/or appoint a new manager pursuant thereto “for cause”, or “for lack of performance”, or for an Event of Default. GAP’s determination of whether a “for cause” event, a “for lack of performance” event or an Event of Default by Operating Member shall have occurred shall be conclusive and binding on the Members unless and until Operating Member shall have obtained a final, non-appealable judgment of a court of competent jurisdiction finding that no “for cause” event, “for lack of performance” event or Event of Default by Operating Member has occurred. In the event that Operating Member shall have been removed as Managing Member, or in the event Property Manager is removed as the manager under the Property Management Agreement, “for cause”, then under such circumstances and from that time forward (i) Operating Member shall immediately cease to be Managing Member (and Property Manager shall immediately cease to be the manager under the Property Management Agreement), (ii) Operating Member shall cease to have any right to any distributions under Section 6.03 and from that time forward distributions to the Members shall be made under Section 6.04, (iii) Operating Member shall forfeit its right to receive any fees under Section 7.04 and the Property Management Agreement and (iv) Operating Member shall not have any right to vote on Major Decisions other than as provided in Section 7.01(b). In the event that Operating Member shall have been removed as Managing Member, or in the event Property Manager is removed under the Property Management Agreement, as a result of an Event of Default (which does not constitute “for cause”) by Operating Member or Property Manager, or “for lack of performance”, then Operating Member shall immediately cease to be Managing Member (and Property Manager shall immediately cease to be the manager under the Property Management Agreement), and Operating Member shall retain its right to receive distributions hereunder pursuant to Section 6.03 (to the extent of its Interest), but (A) Property Manager shall be terminated within ninety (90) days after such termination and shall thereafter lose its right to receive payments under the Property Management Agreement which would otherwise have accrued from and after the expiration of said ninety (90) day period (provided that GAP, at its election, may accelerate the termination of Property Manager to the date of the termination of Operating Member as Managing Member for any reason other than for cause, provided that Property Manager shall remain entitled to receive management fees and reimbursements payable, if applicable, under the Property Management Agreement through the termination date of said Property Manager), and (B) Operating Member shall not have any right to vote on Major Decisions other than Fundamental Decisions. (e) Operating Member’s appointment as Managing Member shall automatically terminate if Operating Member’s (or its permitted transferee’s) Percentage Interest is less than one-half of one percent (0.5%).

Duties of Managing Member. (a) The Managing Member shall use commercially reasonable efforts to implement the Approved Budget and Approved Operating Plan (including the Initial Approved Budget and Approved Operating Plan) and shall otherwise perform those duties set forth below, and shall have the authority to perform the duties described in this Section 7.2 or as otherwise specifically set forth herein, in each instance subject to the requirement of receiving the prior Approval of BH, if and when required by the terms hereof. Specifically, the Managing Member shall: (i) conduct the business of the Company on a day-to-day basis basis, and use diligent efforts to cause such operations to be conducted in accordance with the standard of care required of prudent and experienced third parties performing similar functions, in accordance with customary industry standards in accordance with the Approved Budget and the Approved Operating Plan and such other guidelines as shall be adopted by the Company pursuant to this AgreementPlan, which duties may be discharged by delegating the same to Property Manager a property and/or development manager pursuant to the Property Management Agreement, Agreements; (ii) retain Property Manager, or another person or entity approved by GAP, to perform the Company Management Services for the Company, (iii) perform the duties assigned to it hereunder, and (iv) carry out and implement all decisions and resolutions of the Members. The initial Managing Member shall be Operating Member, which shall remain Managing Member unless Operating Member is terminated or resigns as Managing Member pursuant to the terms of this Agreement. Operating Member, as the initial Managing Member, shall have no authority to retire or resign from its position as the initial Managing Member; provided that Operating Member may resign as Managing Member only if Property Manager is terminated, or if Property Manager resigns from such position in accordance with the terms of the Property Management Agreement. In the event that Operating Member or any other Person should retire, resign or be removed as Managing Member, the Members shall be under no obligation to appoint a replacement thereof. Subject subject to the limitations set forth in this Agreement, the Managing Member, on behalf of the Company, shall have the power and authority to enter into contracts and leases for the Company Property on behalf of the Company and the SPVs in accordance with the current Approved Budget and Approved Operating Plan approved in accordance with this AgreementPlan, to and make expenditures as are required to implement such Approved Budget and Approved Operating Plan, but only to the extent that any such expenditures and amounts required to be paid by the Company or the SPVs under such contracts, leases and other instruments and documents have either been approved are consistent with the parameters set forth in accordance with this Agreement do not require approval in accordance with the Approved Budget and Approved Operating Plan or otherwise authorized by the terms of this Agreement. The Managing Member may rely on written instructions from a representative appointed in writing by GAP ; and (iii) perform such other duties and obligations as BH and AW Manager shall agree from time to time that GAP has approved certain actions and agreementstime. Subject to any right provided to the Managing Member’s right Member to charge certain matters be reimbursed for Company Expenses pursuant to Section 7.5, and subject further to the Company as provided in Sections 8.01 and 8.03 and without limiting any compensation or reimbursements Managing Member may be entitled fees authorized pursuant to under the Property Management Agreementprovisions of Section 7.3, the Managing Member shall not otherwise be entitled to receive any fees or other compensation in respect of its activities as Managing Memberany duties or services, and will not receive reimbursement for compensation payable to any of its employees or other direct or indirect overhead which may be attributable to the performance of its such duties as Managing Memberand services. (b) Notwithstanding anything to the contrary contained in Section 7.01(b)(iii7.1(a)(iii), if at the beginning of any calendar year the Budget and Operating Plan or any item or portion thereof shall not have been approved Approved by Majority MembersBH, then: (i) Any any items or portions of the Budget and Operating Plan and amounts of expenses provided therein which have been so approved Approved shall become operative immediately and the Managing Member shall be entitled to expend funds in accordance with those operative portions; (ii) With with respect to the Budget, the Managing Member shall be entitled to, and shall, expend, in respect of noncapitalnon-capital, recurring expenses in any month of the then-current calendar year, an amount equal to the budgeted amount for the corresponding month of the immediately preceding calendar year, as set forth on the immediately preceding calendar year Approved Budget after giving effect to any dispositions or other material changes to the Company Property during the prior or current year; provided, however, that if any contract approved Approved by the Managing Member BH or entered into pursuant to the provisions hereof or the Property Management Agreement provides for an automatic increase in costs thereunder after the beginning of the then current calendar year, then the Managing Member shall be entitled to expend the amount of such increase; and (iii) The the Managing Member shall be entitled to, and shall, expend funds in respect of debt service on the Company’s or any SPV’s financing (including the expense of curing any defaults thereunder), utilities, real estate taxes and assessments, insurance and emergency repairs, any annual or insurance premiums with respect to insurance other periodic fees, or other expenditures which the Managing Member determines are necessary for the continued ordinary operation of the Company Property, including without limitation uninsured losses or deductibles, operating shortfalls, repairs, additions or modifications to comply with applicable laws or insurance requirements, insurance premiums for insurance policies Approved by BH, and any final orders, judgments, or other proceedings and all costs and expenses related thereto, regardless of whether the Budget has been approved or whether such expenditures exceed the amounts provided for in the applicable BudgetBudget (all of the foregoing described in this clause (iii), collectively, “Necessary Expenses”). (c) In Subject to the availability of adequate funds therefor in the Approved Budget and from Operating Revenues, Capital Contributions or other sources, and subject further, in any event, to the provisions of Section 7.1 and any other relevant provisions hereof, in addition to and without limiting any other duties set forth in this Agreement, the Managing Member shall, subject to the availability of adequate funds therefor in the Budget and from Revenues, Capital Contributions or other sources, and provided that Managing Member may delegate such obligations to Property Manager or any other third parties with whom the Company may contract pursuant to the terms hereof: (i) Overseeoversee, coordinate and process the operations, including without limitation, operations of the management Company on a day-to-day basis basis, including without limitation, the management, servicing, leasing, development, renovation and sale of any and all of the assets which comprise any portion of the Company Property, and prepare all communications with the Seller any property manager, any tenant, lender and any other relevant third parties; (ii) Subject to the availability of funds therefor, take all proper and necessary actions reasonably required to cause the Company and the SPVs and all third parties at all times to perform and comply with the terms and provisions (including, including without limitation, any provisions requiring the expenditure of funds by the Company) of the Management Agreements, any loan commitmentLoan Documents, the Transaction Documents and any other agreement, mortgage, lease, or other contract, instrument or agreement to which the Company or any SPV is a party or is bound, or which affects all or any portion of the Company Property or the operation thereof; (iii) Subject to the availability of funds therefor, pay in a timely manner all non-disputed operating expenses of the Company and the SPVs in accordance with the terms of the Approved Budget and the Approved Operating Plan or as otherwise provided herein; (iv) To to the extent available, and subject to the availability of the funds therefor, obtain and maintain insurance coverage on the Company Properties Property as required by the Managing Member BH and pay all non-disputed taxes, assessments, charges and fees payable in connection with the ownership, use and occupancy of the Company Properties (provided that if the Managing Member requires that the Company maintain insurance as part of GAP’s blanket policy, the Company’s allocable share of deductibles and premiums under the liability insurance policy shall be no greater than those under such policies previously maintained by Property Manager)Property; (v) Deliver deliver to the other Members promptly upon the receipt or sending thereof, copies of all material notices, reports and communications (other than routine, usual and customary notices and other standard communications) between the Company and the SPVs and any tenantlender, the Sellermanager, governmental agencies, neighboring property owners, community groups and other relevant third parties, and material notices, reports, and communications from any tenant, under any lease or any borrower under any mortgage loan or any holder of a mortgage parties affecting all or any portion of any Company Property, or any of such other parties, which relates to any existing or pending default thereunder or to any financial or operational information required by such Person; (vi) Deposit deposit all receipts from operations of the Company Property to a separate account, or accounts, account established and maintained by the Managing Member in the name of the Company or the applicable Property CompanySPV, and not commingle those receipts with any other funds or accounts of the Managing Member; (vii) Manage assist in the management and administer administration of the process of selling and refinancing financing all or any portion of the Company Property; (viii) If if and to the extent the Managing Member delegates to any loan servicer or property manager (previously Approved by BH) or subcontracts with any third parties party or any of its Affiliates Affiliate for the performance of any of the services to be performed by the Managing Member, then the Managing Member shall supervise and oversee the performance of the services performed by such third parties or Affiliates (and cause the same to be performed in the event of any such subcontract, references in this Agreement to actions taken or to be taken by the Managing Member shall include actions taken or to be taken by such subcontractors);manner required hereunder; and (ix) Execute execute and deliver agreements, certificates and similar documents (in the name or on behalf of the Company) which are necessary to obtain loansand/or maintain any third party loan pursuant to Loan Documents Approved by BH, as well as manage any approved financing or refinancing, on terms approved Approved by the Managing Member and to acquire the Initial Company Property pursuant to the Purchase Agreement; (x) Make periodic inspections of the Company Property and review all maintenance, repairs and construction on the Company Property; (xi) Advise the Company on such action as may be required to comply with any and all laws, ordinances, statutes and deed restrictions applicable to the Company Property; (xii) Not knowingly permit the use of the Company Property for any purpose which might impair any insurance on the Company Property or which might render any insured loss thereunder uncollectible or which would be in violation of any applicable law; (xiii) Promptly recommend from time to time the advisability of contesting either the validity or the amount of personal and real property taxes, if Managing Member deems such a contest appropriate (xiv) Fully cooperate with the Company and the Company’s representatives, including leasing agents, tax consultants, brokers involved in the sale of all or any portion of the Company Property, any potential purchaser of all or any portion of the Company Property, appraisers, and counsel with the view that such representatives shall be able to perform their duties efficiently and without interference. Such parties shall be allowed to visit the Company Property and inspect the same at such times as GAP may request; (xv) Advise the Company on such action as may be necessary to comply with any and all laws, ordinances, statutes and deed restrictions applicable to the Company Property; (xvi) Notify GAP of any of the following in any way relating to the Company Property promptly following Managing Member’s receipt thereof: written notice of any claim of violation of any legal requirement other than those which can be corrected for less than $10,000 (or $150,000 if covered by insurance), and without penalty or fine within thirty (30) days of notification thereof, provided that notice is required for any claim that names any GAP Party; written notice of any claim of liability; material written complaints from any contractor, sub-contractor or other party involved in providing or assisting with the operation, maintenance, and repair of the Company Property; written notice of any default under any Loan Documents secured by the Company Property; any summons or other legal process; any material damage to the Company Property; any threatened (in writing by an applicable Governmental Authority or its agent) condemnation or acquisition in lieu of condemnation of the Company Property or any portion thereof; and any actual or alleged (in writing) personal injury or property damage, and promptly notify GAP of any verbal notice Managing Member receives related to any of the foregoing, but only if Managing Member, acting reasonably and in good faith, deems the same to be material to the ownership or operation of the Company Property. For purposes of this subsection (xvi), “material” shall mean any claim for $10,000 or greater in any one instance, or $50,000 in the aggregate; (xvii) Promptly notify GAP of any material default or alleged (in writing) material default by any party under any lease of all or any portion of the Company Property of which Managing Member is aware, as well as any other material information particular to the Company Property; (xviii) Advise the Company with respect to any presentations before public agencies at both public and private meetings which relate to or affect the Company Property, and in all dealings with the press, community leaders, owners of adjacent property, and all other parties directly or indirectly involved with the Company Property or with interests which may affect the success of the Company Property; (xix) Comply at all times with this Agreement, including submitting to the Members for their approval any decisions or matters which may be subject to their approval under this Agreement; and (xx) Report to GAP with respect to Managing Member’s compliance with the foregoing dutiesBH. (d) GAP shall have the absolute right, power and authority at any time to terminate Operating Member’s appointment as Managing Member hereunder and to appoint a successor Managing Member, and to remove Property Manager as the manager under the Property Management Agreement and to terminate the Property Management Agreement (and any other agreements or contracts between the Company and Affiliates of Operating Member or Property Manager) and/or appoint a new manager pursuant thereto “for cause”, or “for lack of performance”, or for an Event of Default. GAP’s determination of whether a “for cause” event, a “for lack of performance” event or an Event of Default by Operating Member shall have occurred shall be conclusive and binding on the Members unless and until Operating Member shall have obtained a final, non-appealable judgment of a court of competent jurisdiction finding that no “for cause” event, “for lack of performance” event or Event of Default by Operating Member has occurred. In the event that Operating Member shall have been removed as Managing Member, or in the event Property Manager is removed as the manager under the Property Management Agreement, “for cause”, then under such circumstances and from that time forward (i) Operating Member shall immediately cease to be Managing Member (and Property Manager shall immediately cease to be the manager under the Property Management Agreement), (ii) Operating Member shall cease to have any right to any distributions under Section 6.03 and from that time forward distributions to the Members shall be made under Section 6.04, (iii) Operating Member shall forfeit its right to receive any fees under Section 7.04 and the Property Management Agreement and (iv) Operating Member shall not have any right to vote on Major Decisions other than as provided in Section 7.01(b). In the event that Operating Member shall have been removed as Managing Member, or in the event Property Manager is removed under the Property Management Agreement, as a result of an Event of Default (which does not constitute “for cause”) by Operating Member or Property Manager, or “for lack of performance”, then Operating Member shall immediately cease to be Managing Member (and Property Manager shall immediately cease to be the manager under the Property Management Agreement), and Operating Member shall retain its right to receive distributions hereunder pursuant to Section 6.03 (to the extent of its Interest), but (A) Property Manager shall be terminated within ninety (90) days after such termination and shall thereafter lose its right to receive payments under the Property Management Agreement which would otherwise have accrued from and after the expiration of said ninety (90) day period (provided that GAP, at its election, may accelerate the termination of Property Manager to the date of the termination of Operating Member as Managing Member for any reason other than for cause, provided that Property Manager shall remain entitled to receive management fees and reimbursements payable, if applicable, under the Property Management Agreement through the termination date of said Property Manager), and (B) Operating Member shall not have any right to vote on Major Decisions other than Fundamental Decisions. (e) Operating Member’s appointment as Managing Member shall automatically terminate if Operating Member’s (or its permitted transferee’s) Percentage Interest is less than one-half of one percent (0.5%).

Duties of Managing Member. (a) The Managing Member shall (i) conduct the business of the Company on a day-to-day basis in accordance with the standard of care required of prudent and experienced third parties performing similar functions, in accordance with customary industry standards in accordance with the Budget and the Operating Plan and such other guidelines as shall be adopted by the Company pursuant to this Agreement, which duties may be discharged by delegating the same to Property Manager pursuant to the Property Management Agreement, (ii) retain Property Manager, or another person or entity approved by GAPMN Retail, to perform the Company Management Services for the Company, (iii) perform the duties assigned to it hereunder, and (iv) carry out and implement all decisions and resolutions of the Members. The initial Managing Member shall be Operating Member, which shall remain Managing Member unless Operating Member is terminated or resigns as Managing Member pursuant to the terms of this Agreement. Operating Member, as the initial Managing Member, shall have no authority to retire or resign from its position as the initial Managing Member; provided that Operating Member may resign as Managing Member only if Property Manager is terminated, or if Property Manager resigns from such position in accordance with the terms of the Property Management Agreement. In the event that Operating Member or any other Person should retire, resign or be removed as Managing Member, the Members shall be under no obligation to appoint a replacement thereof. Subject to the limitations set forth in this Agreement, the Managing Member, on behalf of the Company, shall have the power and authority to enter into contracts and leases on behalf of the Company in accordance with the current Budget and Operating Plan approved in accordance with this Agreement, to make expenditures as are required to implement such Budget and Operating Plan, but only to the extent that any such expenditures and amounts required to be paid by the Company under such contracts, leases and other instruments and documents have either been approved in accordance with this Agreement do not require approval in accordance with this Agreement. The Managing Member may rely on written instructions from a representative appointed in writing by GAP MN Retail from time to time that GAP MN Retail has approved certain actions and agreements. Subject to the Managing Member’s right to charge certain matters to the Company as provided in Sections 8.01 and 8.03 and without limiting any compensation or reimbursements Managing Member may be entitled to under the Property Management Agreement, the Managing Member shall not be entitled to receive any fees or other compensation in respect of its activities as Managing Member, and will not receive reimbursement for compensation payable to any of its employees or other direct or indirect overhead which may be attributable to the performance of its duties as Managing Member. (b) Notwithstanding anything to the contrary contained in Section 7.01(b)(iii), if at the beginning of any calendar year the Budget and Operating Plan or any item or portion thereof shall not have been approved by Majority Members, then: (i) Any items or portions of the Budget and Operating Plan and amounts of expenses provided therein which have been so approved shall become operative immediately and the Managing Member shall be entitled to expend funds in accordance with those operative portions; (ii) With respect to the Budget, the Managing Member shall be entitled to, and shall, expend, in respect of noncapital, recurring expenses in any month of the then-current calendar year, an amount equal to the budgeted amount for the corresponding month of the immediately preceding calendar year, as set forth on the immediately preceding calendar year Budget after giving effect to any dispositions or other material changes to Company Property during the prior or current year; provided, however, that if any contract approved by the Managing Member or entered into pursuant to the provisions hereof or the Property Management Agreement provides for an automatic increase in costs thereunder after the beginning of the then current calendar year, then the Managing Member shall be entitled to expend the amount of such increase; and (iii) The Managing Member shall be entitled to, and shall, expend funds in respect of debt service on the Company’s financing (including the expense of curing any defaults thereunder), utilities, real estate taxes and assessments, or insurance premiums with respect to insurance for the Company Property, regardless of whether the Budget has been approved or whether such expenditures exceed the amounts provided for in the applicable Budget. (c) In addition to and without limiting any other duties set forth in this Agreement, the Managing Member shall, subject to the availability of adequate funds therefor in the Budget and from Revenues, Capital Contributions or other sources, and provided that Managing Member may delegate such obligations to Property Manager or any other third parties with whom the Company may contract pursuant to the terms hereof: (i) Oversee, coordinate and process the operations, including without limitation, the management on a day-to-day basis of any and all of the assets which comprise Company Property, and prepare all communications with the Seller and other relevant third parties; (ii) Subject to the availability of funds therefor, take all proper and necessary actions reasonably required to cause the Company and all third parties at all times to perform and comply with the provisions (including, without limitation, any provisions requiring the expenditure of funds by the Company) of any loan commitment, agreement, mortgage, lease, or other contract, instrument or agreement to which the Company is a party or which affects any Company Property or the operation thereof; (iii) Subject to the availability of funds therefor, pay in a timely manner all non-disputed operating expenses of the Company in accordance with the terms of the Budget and the Operating Plan or as otherwise provided herein; (iv) To the extent available, and subject to the availability of the funds therefor, obtain and maintain insurance coverage on Company Properties as required by the Managing Member and pay all non-disputed taxes, assessments, charges and fees payable in connection with the ownership, use and occupancy of the Company Properties (provided that if the Managing Member requires that the Company maintain insurance as part of GAPMN Retail’s blanket policy, the Company’s allocable share of deductibles and premiums under the liability insurance policy shall be no greater than those under such policies previously maintained by Property Manager); (v) Deliver to the other Members promptly upon the receipt or sending thereof, copies of all material notices, reports and communications between the Company and any tenant, the Seller, governmental agencies, neighboring property owners, community groups and other relevant third parties, and material notices, reports, and communications from any tenant, under any lease or any borrower under any mortgage loan or any holder of a mortgage affecting all or any portion of any Company Property, or any of such other parties, which relates to any existing or pending default thereunder or to any financial or operational information required by such Person; (vi) Deposit all receipts from operations of Company Property to a separate account, or accounts, established and maintained by the Managing Member in the name of the Company or the applicable Property Company, and not commingle those receipts with any other funds or accounts of Managing Member; (vii) Manage and administer the process of selling and refinancing Company Property; (viii) If the Managing Member subcontracts with third parties or any of its Affiliates for the performance of any of the services to be performed by the Managing Member, then the Managing Member shall supervise and oversee the performance of the services performed by such third parties or Affiliates (in the event of any such subcontract, references in this Agreement to actions taken or to be taken by the Managing Member shall include actions taken or to be taken by such subcontractors); (ix) Execute and deliver agreements, certificates and similar documents which are necessary to obtain loans, as well as manage any approved financing or refinancing, on terms approved by the Managing Member and to acquire the Initial Company Property pursuant to the Purchase Agreement; (x) Make periodic inspections of the Company Property and review all maintenance, repairs and construction on the Company Property; (xi) Advise the Company on such action as may be required to comply with any and all laws, ordinances, statutes and deed restrictions applicable to the Company Property; (xii) Not knowingly permit the use of the Company Property for any purpose which might impair any insurance on the Company Property or which might render any insured loss thereunder uncollectible or which would be in violation of any applicable law; (xiii) Promptly recommend from time to time the advisability of contesting either the validity or the amount of personal and real property taxes, if Managing Member deems such a contest appropriate (xiv) Fully cooperate with the Company and the Company’s representatives, including leasing agents, tax consultants, brokers involved in the sale of all or any portion of the Company Property, any potential purchaser of all or any portion of the Company Property, appraisers, and counsel with the view that such representatives shall be able to perform their duties efficiently and without interference. Such parties shall be allowed to visit the Company Property and inspect the same at such times as GAP MN Retail may request; (xv) Advise the Company on such action as may be necessary to comply with any and all laws, ordinances, statutes and deed restrictions applicable to the Company Property; (xvi) Notify GAP MN Retail of any of the following in any way relating to the Company Property promptly following Managing Member’s receipt thereof: written notice of any claim of violation of any legal requirement other than those which can be corrected for less than $10,000 (or $150,000 if covered by insurance), and without penalty or fine within thirty (30) days of notification thereof, provided that notice is required for any claim that names any GAP MN Retail Party; written notice of any claim of liability; material written complaints from any contractor, sub-contractor or other party involved in providing or assisting with the operation, maintenance, and repair of the Company Property; written notice of any default under any Loan Documents secured by the Company Property; any summons or other legal process; any material damage to the Company Property; any threatened (in writing by an applicable Governmental Authority or its agent) condemnation or acquisition in lieu of condemnation of the Company Property or any portion thereof; and any actual or alleged (in writing) personal injury or property damage, and promptly notify GAP MN Retail of any verbal notice Managing Member receives related to any of the foregoing, but only if Managing Member, acting reasonably and in good faith, deems the same to be material to the ownership or operation of the Company Property. For purposes of this subsection (xvi), “material” shall mean any claim for $10,000 or greater in any one instance, or $50,000 in the aggregate; (xvii) Promptly notify GAP MN Retail of any material default or alleged (in writing) material default by any party under any lease of all or any portion of the Company Property of which Managing Member is aware, as well as any other material information particular to the Company Property; (xviii) Advise the Company with respect to any presentations before public agencies at both public and private meetings which relate to or affect the Company Property, and in all dealings with the press, community leaders, owners of adjacent property, and all other parties directly or indirectly involved with the Company Property or with interests which may affect the success of the Company Property; (xix) Comply at all times with this Agreement, including submitting to the Members for their approval any decisions or matters which may be subject to their approval under this Agreement; and (xx) Report to GAP MN Retail with respect to Managing Member’s compliance with the foregoing duties. (d) GAP MN Retail shall have the absolute right, power and authority at any time to terminate Operating Member’s appointment as Managing Member hereunder and to appoint a successor Managing Member, and to remove Property Manager as the manager under the Property Management Agreement and to terminate the Property Management Agreement (and any other agreements or contracts between the Company and Affiliates of Operating Member or Property Manager) and/or appoint a new manager pursuant thereto “for cause”, or “for lack of performance”, or for an Event of Default. GAPMN Retail’s determination of whether a “for cause” event, a “for lack of performance” event or an Event of Default by Operating Member shall have occurred shall be conclusive and binding on the Members unless and until Operating Member shall have obtained a final, non-appealable judgment of a court of competent jurisdiction finding that no “for cause” event, “for lack of performance” event or Event of Default by Operating Member has occurred. In the event that Operating Member shall have been removed as Managing Member, or in the event Property Manager is removed as the manager under the Property Management Agreement, “for cause”, then under such circumstances and from that time forward (i) Operating Member shall immediately cease to be Managing Member (and Property Manager shall immediately cease to be the manager under the Property Management Agreement), (ii) Operating Member shall cease to have any right to any distributions under Section 6.03 and Section 6.04 and from that time forward distributions to the Members shall be made under Section 6.046.05 and Section 6.06 or, (iii) Operating Member shall forfeit its right to receive any fees under Section 7.04 and Property Manager shall forfeit its right to receive any fees under the Property Management Agreement and (iv) Operating Member shall not have any right to vote on Major Decisions other than as provided in Section 7.01(b). In the event that Operating Member shall have been removed as Managing Member, or in the event Property Manager is removed under the Property Management Agreement, as a result of an Event of Default (which does not constitute “for cause”) by Operating Member or Property Manager, or “for lack of performance”, then Operating Member shall immediately cease to be Managing Member (and Property Manager shall immediately cease to be the manager under the Property Management Agreement), and Operating Member shall retain its right to receive distributions hereunder pursuant to Section 6.03 and Section 6.04 (to the extent of its Interest), but (A) Operating Member shall forfeit its right to receive any fees under Section 7.04, (B) Property Manager shall be terminated within ninety (90) days after such termination and shall thereafter lose its right to receive payments under the Property Management Agreement which would otherwise have accrued from and after the expiration of said ninety (90) day period (provided that GAPMN Retail, at its election, may accelerate the termination of Property Manager to the date of the termination of Operating Member as Managing Member for any reason other than for cause, provided that Property Manager shall remain entitled to receive management fees and reimbursements payable, if applicable, under the Property Management Agreement through the termination date of said Property Manager), and (BC) Operating Member shall not have any right to vote on Major Decisions other than Fundamental Decisions. (e) Operating Member’s appointment as Managing Member shall automatically terminate if Operating Member’s (or its permitted transferee’s) Category A Percentage Interest or Category B Percentage Interest is less than one-half of one five percent (0.55%).

Duties of Managing Member. (a) The Managing Member shall use commercially reasonable efforts to implement the Approved Budget and Approved Operating Plan (including the Initial Approved Budget and Approved Operating Plan) and shall otherwise perform those duties set forth below, and shall have the authority to perform the duties described in this Section 7.2 or as otherwise specifically set forth herein, in each instance subject to the requirement of receiving the prior Approval of BH, if and when required by the terms hereof. Specifically, the Managing Member shall: (i) conduct the business of the Company on a day-to-day basis basis, and use diligent efforts to cause such operations to be conducted in accordance with the standard of care required of prudent and experienced third parties performing similar functions, in accordance with customary industry standards in accordance with the Approved Budget and the Approved Operating Plan and such other guidelines as shall be adopted by the Company pursuant to this AgreementPlan, which duties may be discharged by delegating the same to Property Manager a property and/or development manager pursuant to the Property Management Agreement, Agreements; (ii) retain Property Manager, or another person or entity approved by GAP, to perform the Company Management Services for the Company, (iii) perform the duties assigned to it hereunder, and (iv) carry out and implement all decisions and resolutions of the Members. The initial Managing Member shall be Operating Member, which shall remain Managing Member unless Operating Member is terminated or resigns as Managing Member pursuant to the terms of this Agreement. Operating Member, as the initial Managing Member, shall have no authority to retire or resign from its position as the initial Managing Member; provided that Operating Member may resign as Managing Member only if Property Manager is terminated, or if Property Manager resigns from such position in accordance with the terms of the Property Management Agreement. In the event that Operating Member or any other Person should retire, resign or be removed as Managing Member, the Members shall be under no obligation to appoint a replacement thereof. Subject subject to the limitations set forth in this Agreement, the Managing Member, on behalf of the Company, shall have the power and authority to enter into contracts and leases for the Company Property on behalf of the Company in accordance with the current Approved Budget and Approved Operating Plan approved in accordance with this AgreementPlan, to and make expenditures as are required to implement such Approved Budget and Approved Operating Plan, but only to the extent that any such expenditures and amounts required to be paid by the Company under such contracts, leases and other instruments and documents have either been approved are consistent with the parameters set forth in accordance with this Agreement do not require approval in accordance with the Approved Budget and Approved Operating Plan or otherwise authorized by the terms of this Agreement. The Managing Member may rely on written instructions from a representative appointed in writing by GAP ; and (iii) perform such other duties and obligations as BH and HP shall agree from time to time that GAP has approved certain actions and agreementstime. Subject to any right provided to the Managing Member’s right Member to charge certain matters be reimbursed for Company Expenses pursuant to Section 7.5, and subject further to the Company as provided in Sections 8.01 and 8.03 and without limiting any compensation or reimbursements Managing Member may be entitled fees authorized pursuant to under the Property Management Agreementprovisions of Section 7.3, the Managing Member shall not otherwise be entitled to receive any fees or other compensation in respect of its activities as Managing Memberany duties or services, and will not receive reimbursement for compensation payable to any of its employees or other direct or indirect overhead which may be attributable to the performance of its such duties as Managing Memberand services. (b) Notwithstanding anything to the contrary contained in Section 7.01(b)(iii7.1(a)(iii), if at the beginning of any calendar year the Budget and Operating Plan or any item or portion thereof shall not have been approved Approved by Majority MembersBH, then: (i) Any any items or portions of the Budget and Operating Plan and amounts of expenses provided therein which have been so approved Approved shall become operative immediately and the Managing Member shall be entitled to expend funds in accordance with those operative portions; (ii) With with respect to the Budget, the Managing Member shall be entitled to, and shall, expend, in respect of noncapitalnon-capital, recurring expenses in any month of the then-current calendar year, an amount equal to the budgeted amount for the corresponding month of the immediately preceding calendar year, as set forth on the immediately preceding calendar year Approved Budget after giving effect to any dispositions or other material changes to the Company Property during the prior or current year; provided, however, that if any contract approved Approved by the Managing Member BH or entered into pursuant to the provisions hereof or the Property Management Agreement provides for an automatic increase in costs thereunder after the beginning of the then current calendar year, then the Managing Member shall be entitled to expend the amount of such increase; and (iii) The the Managing Member shall be entitled to, and shall, expend funds in respect of debt service on the Company’s financing (including the expense of curing any defaults thereunder), utilities, real estate taxes and assessments, insurance and emergency repairs, any annual or insurance premiums with respect to insurance other periodic fees, or other expenditures which the Managing Member determines are necessary for the continued ordinary operation of the Company Property, including without limitation uninsured losses or deductibles, operating shortfalls, repairs, additions or modifications to comply with applicable Laws or insurance requirements, insurance premiums for insurance policies Approved by BH, and any final orders, judgments, or other proceedings and all costs and expenses related thereto, regardless of whether the Budget has been approved or whether such expenditures exceed the amounts provided for in the applicable BudgetBudget (all of the foregoing described in this clause (iii), collectively, “Necessary Expenses”). (c) In Subject to the availability of adequate funds therefor in the Approved Budget and from Operating Revenues, Capital Contributions or other sources, and subject further, in any event, to the provisions of Section 7.1 and any other relevant provisions hereof, in addition to and without limiting any other duties set forth in this Agreement, the Managing Member shall, subject to the availability of adequate funds therefor in the Budget and from Revenues, Capital Contributions or other sources, and provided that Managing Member may delegate such obligations to Property Manager or any other third parties with whom the Company may contract pursuant to the terms hereof: (i) Overseeoversee, coordinate and process the operations, including without limitation, operations of the management Company on a day-to-day basis basis, including without limitation, the management, servicing, leasing, development, renovation and sale of any and all of the assets which comprise any portion of the Company Property, and prepare all communications with the Seller any property manager, any tenant, lender and any other relevant third parties; (ii) Subject to the availability of funds therefor, take all proper and necessary actions reasonably required to cause the Company and all third parties at all times to perform and comply with the terms and provisions (including, including without limitation, any provisions requiring the expenditure of funds by the Company) of the Management Agreements, any loan commitmentLoan Documents, the Transaction Documents and any other agreement, mortgage, lease, or other contract, instrument or agreement to which the Company is a party or is bound, or which affects all or any portion of the Company Property or the operation thereof; (iii) Subject to the availability of funds therefor, pay in a timely manner all non-disputed operating expenses of the Company in accordance with the terms of the Approved Budget and the Approved Operating Plan or as otherwise provided herein; (iv) To to the extent available, and subject to the availability of the funds therefor, obtain and maintain insurance coverage on the Company Properties Property as required Approved by the Managing Member BH and pay all non-disputed taxes, assessments, charges and fees payable in connection with the ownership, use and occupancy of the Company Properties (provided that if the Managing Member requires that the Company maintain insurance as part of GAP’s blanket policy, the Company’s allocable share of deductibles and premiums under the liability insurance policy shall be no greater than those under such policies previously maintained by Property Manager)Property; (v) Deliver deliver to the other Members promptly upon the receipt or sending thereof, copies of all material notices, reports and communications (other than routine, usual and customary notices and other standard communications) between the Company and any tenantlender, the Sellermanager, governmental agencies, neighboring property owners, community groups and other relevant third parties, and material notices, reports, and communications from any tenant, under any lease or any borrower under any mortgage loan or any holder of a mortgage parties affecting all or any portion of any Company Property, or any of such other parties, which relates to any existing or pending default thereunder or to any financial or operational information required by such Person; (vi) Deposit deposit all receipts from operations of the Company Property to a separate account, or accounts, account established and maintained by the Managing Member in the name of the Company or the applicable Property Company, and not commingle those receipts with any other funds or accounts of the Managing Member; (vii) Manage assist in the management and administer administration of the process of selling and refinancing financing all or any portion of the Company Property; (viii) If if and to the extent the Managing Member delegates to any loan servicer or property manager (previously Approved by BH) or subcontracts with any third parties party or any of its Affiliates Affiliate for the performance of any of the services to be performed by the Managing Member, then the Managing Member shall supervise and oversee the performance of the services performed by such third parties or Affiliates (and cause the same to be performed in the event of any such subcontract, references in this Agreement to actions taken or to be taken by the Managing Member shall include actions taken or to be taken by such subcontractors);manner required hereunder; and (ix) Execute execute and deliver agreements, certificates and similar documents (in the name or on behalf of the Company) which are necessary to obtain loansand/or maintain any third party loan pursuant to Loan Documents Approved by BH, as well as manage any approved financing or refinancing, on terms approved Approved by the Managing Member and to acquire the Initial Company Property pursuant to the Purchase Agreement; (x) Make periodic inspections of the Company Property and review all maintenance, repairs and construction on the Company Property; (xi) Advise the Company on such action as may be required to comply with any and all laws, ordinances, statutes and deed restrictions applicable to the Company Property; (xii) Not knowingly permit the use of the Company Property for any purpose which might impair any insurance on the Company Property or which might render any insured loss thereunder uncollectible or which would be in violation of any applicable law; (xiii) Promptly recommend from time to time the advisability of contesting either the validity or the amount of personal and real property taxes, if Managing Member deems such a contest appropriate (xiv) Fully cooperate with the Company and the Company’s representatives, including leasing agents, tax consultants, brokers involved in the sale of all or any portion of the Company Property, any potential purchaser of all or any portion of the Company Property, appraisers, and counsel with the view that such representatives shall be able to perform their duties efficiently and without interference. Such parties shall be allowed to visit the Company Property and inspect the same at such times as GAP may request; (xv) Advise the Company on such action as may be necessary to comply with any and all laws, ordinances, statutes and deed restrictions applicable to the Company Property; (xvi) Notify GAP of any of the following in any way relating to the Company Property promptly following Managing Member’s receipt thereof: written notice of any claim of violation of any legal requirement other than those which can be corrected for less than $10,000 (or $150,000 if covered by insurance), and without penalty or fine within thirty (30) days of notification thereof, provided that notice is required for any claim that names any GAP Party; written notice of any claim of liability; material written complaints from any contractor, sub-contractor or other party involved in providing or assisting with the operation, maintenance, and repair of the Company Property; written notice of any default under any Loan Documents secured by the Company Property; any summons or other legal process; any material damage to the Company Property; any threatened (in writing by an applicable Governmental Authority or its agent) condemnation or acquisition in lieu of condemnation of the Company Property or any portion thereof; and any actual or alleged (in writing) personal injury or property damage, and promptly notify GAP of any verbal notice Managing Member receives related to any of the foregoing, but only if Managing Member, acting reasonably and in good faith, deems the same to be material to the ownership or operation of the Company Property. For purposes of this subsection (xvi), “material” shall mean any claim for $10,000 or greater in any one instance, or $50,000 in the aggregate; (xvii) Promptly notify GAP of any material default or alleged (in writing) material default by any party under any lease of all or any portion of the Company Property of which Managing Member is aware, as well as any other material information particular to the Company Property; (xviii) Advise the Company with respect to any presentations before public agencies at both public and private meetings which relate to or affect the Company Property, and in all dealings with the press, community leaders, owners of adjacent property, and all other parties directly or indirectly involved with the Company Property or with interests which may affect the success of the Company Property; (xix) Comply at all times with this Agreement, including submitting to the Members for their approval any decisions or matters which may be subject to their approval under this Agreement; and (xx) Report to GAP with respect to Managing Member’s compliance with the foregoing dutiesBH. (d) GAP Notwithstanding anything to the contrary contained in this Agreement, BH shall have the absolute right, power and authority at any time upon and after (i) the occurrence of any For Cause Event (as set forth in Section 7.2(e) below) or (ii) the occurrence of any Event of Default (as set forth in Article XII) to remove HP as the Managing Member and appoint or designate BH or an Affiliate of BH as a replacement Managing Member. (e) Upon and after the occurrence of any For Cause Event as described in this Section 7.2(e), or any Event of Default with respect to any member of the HP Member Group, in each case subject to any applicable cure rights, BH shall have the right in its sole and absolute discretion to terminate Operating Member’s appointment HP as the Managing Member hereunder by the delivery of written notice and, upon any such termination (1) BH may cause the Company to terminate any Management Agreement with an Affiliate of HP immediately and to appoint without payment of a termination fee, (2) BH may designate a successor Managing Member, and to remove Property Manager as the manager under the Property Management Agreement and to terminate the Property Management Agreement Member (and any other agreements or contracts between the Company and Affiliates of Operating Member or Property Manager) and/or appoint a new manager pursuant thereto “for cause”, or “for lack of performance”, or for an Event of Default. GAP’s determination of whether a “for cause” event, a “for lack of performance” event which may be itself or an Event Affiliate of Default by Operating Member shall have occurred shall be conclusive and binding on BH), (3) any distributions to the Members unless under Sections 6.3 and until Operating Member 6.4 shall have obtained a final, non-appealable judgment of a court of competent jurisdiction finding that no “for cause” event, “for lack of performance” event or Event of Default by Operating Member has occurred. In the event that Operating Member shall have been removed as Managing Member, or in the event Property Manager is removed as the manager longer be made under the Property Management Agreement, “for cause”, then under such circumstances Sections 6.3 and 6.4 hereof and from that time forward (i) Operating Member shall immediately cease to be Managing Member (and Property Manager shall immediately cease to be the manager under the Property Management Agreement), (ii) Operating Member shall cease to have any right to any distributions under Section 6.03 and from that time forward distributions to the Members shall be made instead under Section 6.046.5 hereof; provided, however, that this clause (iii3) Operating Member shall forfeit its right to receive any fees under Section 7.04 and the Property Management Agreement and (iv) Operating Member shall not have any right to vote on Major Decisions other than as provided in Section 7.01(b). In the event that Operating Member shall have been removed as Managing Member, or only apply in the event Property Manager is removed under of a termination of HP as the Property Management Agreement, Managing Member as a result of a Promote-Loss For Cause Event or an Event of Default (which does not constitute “for cause”) by Operating Member or Property Manager, or “for lack of performance”, then Operating Member shall immediately cease to be Managing Member (and Property Manager shall immediately cease to be the manager under the Property Management Agreement), and Operating Member shall retain its right to receive distributions hereunder pursuant to Section 6.03 (to the extent of its Interest), but (A) Property Manager shall be terminated within ninety (90) days after such termination and shall thereafter lose its right to receive payments under the Property Management Agreement which would otherwise have accrued from and after the expiration of said ninety (90) day period (provided that GAP, at its election, may accelerate the termination of Property Manager to the date of the termination of Operating Member as Managing Member for any reason other than for cause, provided that Property Manager shall remain entitled to receive management fees and reimbursements payable, if applicable, under the Property Management Agreement through the termination date of said Property Manager)Default, and (B4) Operating Member BH may make a Buy-Sell Offer under Section 15.1 and, notwithstanding anything to the contrary contained in this Agreement, BH shall not have the unilateral right and authority to make all decisions on behalf of the Company and cause the Company to take any right to vote on Major Decisions other than Fundamental Decisions. (e) Operating Member’s appointment as Managing Member and all actions which BH, in its sole discretion, may determine. For the purposes of this Agreement, a “For Cause Event” shall automatically terminate if Operating Member’s (or its permitted transferee’s) Percentage Interest is less than one-half mean any of one percent (0.5%).the following:

Duties of Managing Member. (a) The Managing Member shall use commercially reasonable efforts to implement the Approved Budget and Approved Operating Plan (including the Initial Approved Budget and Approved Operating Plan) and shall otherwise perform those duties set forth below, and shall have the authority to perform the duties described in this Section 7.2 or as otherwise specifically set forth herein, in each instance subject to the requirement of receiving the prior Approval of BH, if and when required by the terms hereof. Specifically, the Managing Member shall: (i) conduct the business of the Company on a day-to-day basis basis, and use diligent efforts to cause such operations to be conducted in accordance with the standard of care required of prudent and experienced third parties performing similar functions, in accordance with customary industry standards in accordance with the Approved Budget and the Approved Operating Plan and such other guidelines as shall be adopted by the Company pursuant to this AgreementPlan, which duties may be discharged by delegating the same to Property Manager a property and/or development manager pursuant to the Property Management Agreement, Agreements; (ii) retain Property Manager, or another person or entity approved by GAP, to perform the Company Management Services for the Company, (iii) perform the duties assigned to it hereunder, and (iv) carry out and implement all decisions and resolutions of the Members. The initial Managing Member shall be Operating Member, which shall remain Managing Member unless Operating Member is terminated or resigns as Managing Member pursuant to the terms of this Agreement. Operating Member, as the initial Managing Member, shall have no authority to retire or resign from its position as the initial Managing Member; provided that Operating Member may resign as Managing Member only if Property Manager is terminated, or if Property Manager resigns from such position in accordance with the terms of the Property Management Agreement. In the event that Operating Member or any other Person should retire, resign or be removed as Managing Member, the Members shall be under no obligation to appoint a replacement thereof. Subject subject to the limitations set forth in this Agreement, the Managing Member, on behalf of the Company, shall have the power and authority to enter into contracts and leases for the Company Property on behalf of the Company in accordance with the current Approved Budget and Approved Operating Plan approved in accordance with this AgreementPlan, to and make expenditures as are required to implement such Approved Budget and Approved Operating Plan, but only to the extent that any such expenditures and amounts required to be paid by the Company under such contracts, leases and other instruments and documents have either been approved are consistent with the parameters set forth in accordance with this Agreement do not require approval in accordance with the Approved Budget and Approved Operating Plan or otherwise authorized by the terms of this Agreement. The Managing Member may rely on written instructions from a representative appointed in writing by GAP ; and (iii) perform such other duties and obligations as BH and MP shall agree from time to time that GAP has approved certain actions and agreementstime. Subject to any right provided to the Managing Member’s right Member to charge certain matters be reimbursed for Company Expenses pursuant to Section 7.5, and subject further to the Company as provided in Sections 8.01 and 8.03 and without limiting any compensation or reimbursements Managing Member may be entitled fees authorized pursuant to under the Property Management Agreementprovisions of Section 7.3, the Managing Member shall not otherwise be entitled to receive any fees or other compensation in respect of its activities as Managing Memberany duties or services, and will not receive reimbursement for compensation payable to any of its employees or other direct or indirect overhead which may be attributable to the performance of its such duties as Managing Memberand services. (b) Notwithstanding anything to the contrary contained in Section 7.01(b)(iii7.1(a)(iii), if at the beginning of any calendar year the Budget and Operating Plan or any item or portion thereof shall not have been approved Approved by Majority MembersBH, then: (i) Any any items or portions of the Budget and Operating Plan and amounts of expenses provided therein which have been so approved Approved shall become operative immediately and the Managing Member shall be entitled to expend funds in accordance with those operative portions; (ii) With with respect to the Budget, the Managing Member shall be entitled to, and shall, expend, in respect of noncapitalnon-capital, recurring expenses in any month of the then-current calendar year, an amount equal to the budgeted amount for the corresponding month of the immediately preceding calendar year, as set forth on the immediately preceding calendar year Approved Budget after giving effect to any dispositions or other material changes to the Company Property during the prior or current year; provided, however, that if any contract approved Approved by the Managing Member BH or entered into pursuant to the provisions hereof or the Property Management Agreement provides for an automatic increase in costs thereunder after the beginning of the then current calendar year, then the Managing Member shall be entitled to expend the amount of such increase; and (iii) The the Managing Member shall be entitled to, and shall, expend funds in respect of debt service on the Company’s financing (including the expense of curing any defaults thereunder), utilities, real estate taxes and assessments, insurance and emergency repairs, any annual or insurance premiums with respect to insurance other periodic fees, or other expenditures which the Managing Member determines are necessary for the continued ordinary operation of the Company Property, including without limitation uninsured losses or deductibles, operating shortfalls, repairs, additions or modifications to comply with applicable Laws or insurance requirements, insurance premiums for insurance policies Approved by BH, and any final orders, judgments, or other proceedings and all costs and expenses related thereto, regardless of whether the Budget has been approved or whether such expenditures exceed the amounts provided for in the applicable BudgetBudget (all of the foregoing described in this clause (iii), collectively, “Necessary Expenses”). Notwithstanding the foregoing, the Managing Member shall not have any obligation to expend funds for Necessary Expenses where there are no Company funds available or already reserved to pay such Necessary Expenses and where BH has not Approved an Additional Capital Contribution therefor. (iv) notwithstanding the above, in the event that Necessary Expenses are due, owing and unpaid, and the Members have not (or will not) made adequate funds available through Additional Capital Contributions, or otherwise, or if the Company has adequate funds to pay Necessary Expenses but BH will not permit the Managing Member to disburse those funds, or for any reason BH cannot or will not make such funds available, the Managing Member is authorized to advance such amounts to the Company as it determines, and such funds shall be treated as either Priority Capital Contribution as provided in Section 4.2(b) or as a regular Capital Contribution in accordance with Section 4.2(d). (c) In Subject to the availability of adequate funds therefor in the Approved Budget and from Operating Revenues, Capital Contributions or other sources, and subject further, in any event, to the provisions of Section 7.1 and any other relevant provisions hereof, in addition to and without limiting any other duties set forth in this Agreement, the Managing Member shall, subject to the availability of adequate funds therefor in the Budget and from Revenues, Capital Contributions or other sources, and provided that Managing Member may delegate such obligations to Property Manager or any other third parties with whom the Company may contract pursuant to the terms hereof: (i) Overseeoversee, coordinate and process the operations, including without limitation, operations of the management Company on a day-to-day basis basis, including without limitation, the management, servicing, leasing, development, renovation and sale of any and all of the assets which comprise any portion of the Company Property, and prepare all communications with the Seller any property manager, any lender and any other relevant third parties; (ii) Subject to the availability of funds therefor, take all proper and necessary actions reasonably required to cause the Company and all third parties at all times to perform and comply with the terms and provisions (including, including without limitation, any provisions requiring the expenditure of funds by the Company) of the Management Agreements, any loan commitmentLoan Documents, the Transaction Documents and any other agreement, mortgage, lease, or other contract, instrument or agreement to which the Company is a party or is bound, or which affects all or any portion of the Company Property or the operation thereof; (iii) Subject to the availability of funds therefor, pay in a timely manner all non-disputed operating expenses of the Company in accordance with the terms of the Approved Budget and the Approved Operating Plan or as otherwise provided herein; (iv) To to the extent available, and subject to the availability of the funds therefor, obtain and maintain insurance coverage on the Company Properties Property as required Approved by the Managing Member BH and pay all non-disputed taxes, assessments, charges and fees payable in connection with the ownership, use and occupancy of the Company Properties (provided that if the Managing Member requires that the Company maintain insurance as part of GAP’s blanket policy, the Company’s allocable share of deductibles and premiums under the liability insurance policy shall be no greater than those under such policies previously maintained by Property Manager)Property; (v) Deliver deliver to the other Members promptly upon the receipt or sending thereof, copies of all material notices, reports and communications (other than routine, usual and customary notices and other standard communications) between the Company and any tenantlender, the Sellermanager, governmental agencies, neighboring property owners, community groups and other relevant third parties, and material notices, reports, and communications from any tenant, under any lease or any borrower under any mortgage loan or any holder of a mortgage parties affecting all or any portion of any Company Property, or any of such other parties, which relates to any existing or pending default thereunder or to any financial or operational information required by such Person; (vi) Deposit deposit all receipts from operations of the Company Property to a separate account, or accounts, account established and maintained by BH, subject to the Managing Member terms of the Property Management Agreement in the name of the Company or the applicable Property Company, and not commingle those receipts with any other funds or accounts of the Managing MemberMember or any member of the CH Member Group; (vii) Manage assist in the management and administer administration of the process of selling and refinancing financing all or any portion of the Company Property; (viii) If if and to the extent the Managing Member delegates to any loan servicer or property manager (previously Approved by BH) or subcontracts with any third parties party or any of its Affiliates Affiliate for the performance of any of the services to be performed by the Managing Member, then the Managing Member shall supervise and oversee the performance of the services performed by such third parties or Affiliates (and cause the same to be performed in the event of any such subcontract, references in this Agreement to actions taken or to be taken by the Managing Member shall include actions taken or to be taken by such subcontractors);manner required hereunder; and (ix) Execute execute and deliver agreements, certificates and similar documents (in the name or on behalf of the Company) which are necessary to obtain loansand/or maintain any third party loan pursuant to Loan Documents Approved by BH, as well as manage any approved financing or refinancing, on terms approved Approved by the Managing Member and to acquire the Initial Company Property pursuant to the Purchase Agreement; (x) Make periodic inspections of the Company Property and review all maintenance, repairs and construction on the Company Property; (xi) Advise the Company on such action as may be required to comply with any and all laws, ordinances, statutes and deed restrictions applicable to the Company Property; (xii) Not knowingly permit the use of the Company Property for any purpose which might impair any insurance on the Company Property or which might render any insured loss thereunder uncollectible or which would be in violation of any applicable law; (xiii) Promptly recommend from time to time the advisability of contesting either the validity or the amount of personal and real property taxes, if Managing Member deems such a contest appropriate (xiv) Fully cooperate with the Company and the Company’s representatives, including leasing agents, tax consultants, brokers involved in the sale of all or any portion of the Company Property, any potential purchaser of all or any portion of the Company Property, appraisers, and counsel with the view that such representatives shall be able to perform their duties efficiently and without interference. Such parties shall be allowed to visit the Company Property and inspect the same at such times as GAP may request; (xv) Advise the Company on such action as may be necessary to comply with any and all laws, ordinances, statutes and deed restrictions applicable to the Company Property; (xvi) Notify GAP of any of the following in any way relating to the Company Property promptly following Managing Member’s receipt thereof: written notice of any claim of violation of any legal requirement other than those which can be corrected for less than $10,000 (or $150,000 if covered by insurance), and without penalty or fine within thirty (30) days of notification thereof, provided that notice is required for any claim that names any GAP Party; written notice of any claim of liability; material written complaints from any contractor, sub-contractor or other party involved in providing or assisting with the operation, maintenance, and repair of the Company Property; written notice of any default under any Loan Documents secured by the Company Property; any summons or other legal process; any material damage to the Company Property; any threatened (in writing by an applicable Governmental Authority or its agent) condemnation or acquisition in lieu of condemnation of the Company Property or any portion thereof; and any actual or alleged (in writing) personal injury or property damage, and promptly notify GAP of any verbal notice Managing Member receives related to any of the foregoing, but only if Managing Member, acting reasonably and in good faith, deems the same to be material to the ownership or operation of the Company Property. For purposes of this subsection (xvi), “material” shall mean any claim for $10,000 or greater in any one instance, or $50,000 in the aggregate; (xvii) Promptly notify GAP of any material default or alleged (in writing) material default by any party under any lease of all or any portion of the Company Property of which Managing Member is aware, as well as any other material information particular to the Company Property; (xviii) Advise the Company with respect to any presentations before public agencies at both public and private meetings which relate to or affect the Company Property, and in all dealings with the press, community leaders, owners of adjacent property, and all other parties directly or indirectly involved with the Company Property or with interests which may affect the success of the Company Property; (xix) Comply at all times with this Agreement, including submitting to the Members for their approval any decisions or matters which may be subject to their approval under this Agreement; and (xx) Report to GAP with respect to Managing Member’s compliance with the foregoing dutiesBH. (d) GAP Notwithstanding anything to the contrary contained in this Agreement, BH shall have the absolute right, power and authority at any time upon delivery of written notice to Managing Member and after the occurrence of any (i) For Cause Event (as set forth in Section 7.2(e) below) or (ii) the occurrence of any Event of Default (as set forth in Article XII) to remove CH as the Managing Member and appoint or designate BH or an Affiliate of BH as a replacement Managing Member. (e) Upon and after the occurrence of any For Cause Event as described in this Section 7.2(e), or any Event of Default with respect to any member of the CH Member Group, in each case subject to any applicable cure rights, BH shall have the right in its sole and absolute discretion to terminate Operating Member’s appointment CH as the Managing Member hereunder by the delivery of (1) written notice of such termination to Managing Member and (2) to appoint the extent required under this Agreement, obtaining a Carve-Out Release of the Key Principal or delivering or maintain a Carve-Out Indemnity from XX Xxx REIT II substantially in the form of the Indemnification Agreement as provided in Section 4.5(c), then (x) BH may cause the Company to terminate any Management Agreement with an Affiliate of CH immediately and without payment of a termination fee, (2) BH may designate a successor Managing Member, and to remove Property Manager as the manager under the Property Management Agreement and to terminate the Property Management Agreement Member (and any other agreements or contracts between the Company and Affiliates of Operating Member or Property Manager) and/or appoint a new manager pursuant thereto “for cause”, or “for lack of performance”, or for an Event of Default. GAP’s determination of whether a “for cause” event, a “for lack of performance” event which may be itself or an Event Affiliate of Default by Operating Member shall have occurred shall be conclusive and binding on BH), (3) any distributions to the Members unless under Sections 6.3 and until Operating Member 6.4 shall have obtained a final, non-appealable judgment of a court of competent jurisdiction finding that no “for cause” event, “for lack of performance” event or Event of Default by Operating Member has occurred. In the event that Operating Member shall have been removed as Managing Member, or in the event Property Manager is removed as the manager longer be made under the Property Management Agreement, “for cause”, then under such circumstances Sections 6.3 and 6.4 hereof and from that time forward (i) Operating Member shall immediately cease to be Managing Member (and Property Manager shall immediately cease to be the manager under the Property Management Agreement), (ii) Operating Member shall cease to have any right to any distributions under Section 6.03 and from that time forward distributions to the Members shall be made instead under Section 6.04, (iii) Operating Member shall forfeit its right to receive any fees under Section 7.04 and the Property Management Agreement and (iv) Operating Member shall not have any right to vote on Major Decisions other than as provided in Section 7.01(b). In the event that Operating Member shall have been removed as Managing Member, or in the event Property Manager is removed under the Property Management Agreement, as a result of an Event of Default (which does not constitute “for cause”) by Operating Member or Property Manager, or “for lack of performance”, then Operating Member shall immediately cease to be Managing Member (and Property Manager shall immediately cease to be the manager under the Property Management Agreement), and Operating Member shall retain its right to receive distributions hereunder pursuant to Section 6.03 (to the extent of its Interest), but (A) Property Manager shall be terminated within ninety (90) days after such termination and shall thereafter lose its right to receive payments under the Property Management Agreement which would otherwise have accrued from and after the expiration of said ninety (90) day period (provided that GAP, at its election, may accelerate the termination of Property Manager to the date of the termination of Operating Member as Managing Member for any reason other than for cause, provided that Property Manager shall remain entitled to receive management fees and reimbursements payable, if applicable, under the Property Management Agreement through the termination date of said Property Manager)6.5 hereof, and (B4) Operating Member BH may make a Buy-Sell Offer under Section 15.1 and, notwithstanding anything to the contrary contained in this Agreement, BH shall not have the unilateral right and authority to make all decisions on behalf of the Company and cause the Company to take any right to vote on Major Decisions other than Fundamental Decisions. (e) Operating Member’s appointment as Managing Member and all actions which BH, in its sole discretion, may determine. For the purposes of this Agreement, a “For Cause Event” shall automatically terminate if Operating Member’s (or its permitted transferee’s) Percentage Interest is less than one-half mean any of one percent (0.5%).the following:

Duties of Managing Member. The Managing Member agrees that it shall at all times: (a) The Managing Member shall (i) conduct Diligently and faithfully devote such of its time to the business of the Company on as may be necessary to properly conduct the affairs of the Company; (b) File and publish all certificates, statements or other instruments required by law for the formation and operation of the Company as a day-to-day basis limited liability company in accordance all appropriate jurisdictions; (c) Cause the Company to carry Insurance from an Insurance Company; (d) Have a fiduciary responsibility for the safekeeping and use of all funds and assets of the Company, whether or not in its immediate possession or control and not employ or permit another to employ such funds or assets in any manner except for the benefit of the Company; (e) Use its best efforts so that all requirements shall be met which are reasonably necessary to obtain or achieve (1) compliance with the standard Minimum Set-Aside Test, the Rent Restriction Test, and any other requirements necessary for the Project to initially qualify, and to continue to qualify, for LIHTC; (2) issuance of care all necessary certificates of occupancy, including all governmental approvals required to permit occupancy of prudent all of the apartment units in the Project; (3) compliance with all provisions of the Project Documents and experienced third parties performing similar functions(4) a reservation and allocation of LIHTC from the Agency; (f) Use its best efforts to keep the Project and Project dwelling units, in accordance decent, safe, sanitary and good condition, repair and working order, ordinary use and obsolescence excepted, and make or cause to be made from time to time all necessary repairs thereto (including external and structural repairs) and renewals and replacements thereof; (g) Pay, before the same shall become delinquent and before penalties accrue thereon all Company taxes, assessments and other governmental charges against the Company or its properties, and all of its other liabilities, except to the extent and so long as the same are being contested in good faith by appropriate proceedings in such manners as not to cause any material adverse effect on the Company's property, financial condition or business operations, with customary industry standards in accordance with adequate reserves provided for such payments; (h) Permit, and cause the Budget Management Agent to permit, the Special Member and its representatives to have access to the Operating Plan Project and such other guidelines as shall be adopted personnel employed by the Company and by the Management Agent who are concerned with management of the Project at all reasonable times during normal business hours and to examine all agreements, LIHTC compliance data and plans and specifications and deliver copies thereof and such reports as may reasonably be required by the Special Member. The Managing Member shall provide the Special Member with copies of all correspondence, notices and reports sent pursuant to this Agreement, which duties may be discharged by delegating or received under the same to Property Manager pursuant Project Documents or any authority with respect to the Property Management AgreementProject at the time such correspondence, notices or reports are sent or received, copies of all other correspondence of substantial importance which a prudent investor would wish to examine in connection with the transaction at the time such correspondence is sent or received, and all reports required by Article XIV within the required time periods set forth therein; (iii) retain Property Manager, or another person or entity approved by GAP, Exercise good faith in all activities relating to perform the Company Management Services for conduct of the business of the Company, (iii) perform including the duties assigned to it hereunderdevelopment, operation and maintenance of the Project, and (iv) carry out it shall take no action with respect to the business and implement all decisions and resolutions property of the Members. The initial Company which is not reasonably related to the achievement of the purpose of the Company; (j) Make any Capital Contributions, advances or loans required to be made by the Managing Member shall be Operating Member, which shall remain Managing Member unless Operating Member is terminated or resigns as Managing Member pursuant to under the terms of this Agreement. Operating Member, as the initial Managing Member, shall have no authority ; (k) Establish and maintain all reserves required to retire or resign from its position as the initial Managing Member; provided that Operating Member may resign as Managing Member only if Property Manager is terminated, or if Property Manager resigns from such position in accordance with be established and maintained under the terms of the Property Management this Agreement. In the event that Operating Member or any other Person should retire; (l) Comply with each and every covenant, resign or be removed as Managing Member, the Members shall be under no obligation to appoint a replacement thereof. Subject to the limitations representation and warranty set forth in this Agreement, Section 9.11; (m) Cause the Managing Member, on behalf Management Agent to manage the Project in such a manner that the Project will be eligible to receive LIHTC with respect to 100% of the Company, shall have apartment units in the power and authority to enter into contracts and leases on behalf of the Company in accordance with the current Budget and Operating Plan approved in accordance with this Agreement, to make expenditures as are required to implement such Budget and Operating Plan, but only to the extent Project. To that any such expenditures and amounts required to be paid by the Company under such contracts, leases and other instruments and documents have either been approved in accordance with this Agreement do not require approval in accordance with this Agreement. The Managing Member may rely on written instructions from a representative appointed in writing by GAP from time to time that GAP has approved certain actions and agreements. Subject to the Managing Member’s right to charge certain matters to the Company as provided in Sections 8.01 and 8.03 and without limiting any compensation or reimbursements Managing Member may be entitled to under the Property Management Agreementend, the Managing Member shall not be entitled agrees, without limitation, to receive any fees or other compensation in respect of its activities as Managing Member, and will not receive reimbursement for compensation payable to any of its employees or other direct or indirect overhead which may be attributable to make all elections requested by the performance of its duties as Managing Member. (b) Notwithstanding anything to the contrary contained in Special Member under Section 7.01(b)(iii), if at the beginning of any calendar year the Budget and Operating Plan or any item or portion thereof shall not have been approved by Majority Members, then: (i) Any items or portions 42 of the Budget and Operating Plan and amounts of expenses provided therein which have been so approved shall become operative immediately and Code to allow the Managing Member shall be entitled Company or its Members to expend funds in accordance claim the Tax Credit, to file Form 8609 with those operative portions; (ii) With respect to the BudgetProject as required, for at least the Managing Member shall be entitled duration of the Compliance Period to operate the Project and cause the Management Agent to manage the Project so as to comply with the requirements of Section 42 of the Code, as amended, or any successor thereto, including, but not limited to, Section 42(g) and shall, expend, in respect of noncapital, recurring expenses in any month Section 42(i)(3) of the then-current calendar yearCode, an amount equal as amended, or any successors thereto, to the budgeted amount for the corresponding month make all certifications required by Section 42(l) of the immediately preceding calendar yearCode, as set forth on amended, or any successor thereto, and to operate the immediately preceding calendar year Budget after giving effect Project and cause the Management Agent to any dispositions or manage the Project so as to comply with all other material changes to Company Property during the prior or current year; provided, however, that if any contract approved by the Managing Member or entered into pursuant to the provisions hereof or the Property Management Agreement provides for an automatic increase in costs thereunder after the beginning of the then current calendar year, then the Managing Member shall be entitled to expend the amount of such increaseTax Credit Conditions; and (iiin) The Managing Member shall Perform such other acts as may be entitled to, and shall, expend funds in respect expressly required of debt service on the Company’s financing (including the expense of curing any defaults thereunder), utilities, real estate taxes and assessments, or insurance premiums with respect to insurance for the Company Property, regardless of whether the Budget has been approved or whether such expenditures exceed the amounts provided for in the applicable Budget. (c) In addition to and without limiting any other duties set forth in this Agreement, the Managing Member shall, subject to the availability of adequate funds therefor in the Budget and from Revenues, Capital Contributions or other sources, and provided that Managing Member may delegate such obligations to Property Manager or any other third parties with whom the Company may contract pursuant to the terms hereof: (i) Oversee, coordinate and process the operations, including without limitation, the management on a day-to-day basis of any and all of the assets which comprise Company Property, and prepare all communications with the Seller and other relevant third parties; (ii) Subject to the availability of funds therefor, take all proper and necessary actions reasonably required to cause the Company and all third parties at all times to perform and comply with the provisions (including, without limitation, any provisions requiring the expenditure of funds by the Company) of any loan commitment, agreement, mortgage, lease, or other contract, instrument or agreement to which the Company is a party or which affects any Company Property or the operation thereof; (iii) Subject to the availability of funds therefor, pay in a timely manner all non-disputed operating expenses of the Company in accordance with it under the terms of the Budget and the Operating Plan or as otherwise provided herein; (iv) To the extent available, and subject to the availability of the funds therefor, obtain and maintain insurance coverage on Company Properties as required by the Managing Member and pay all non-disputed taxes, assessments, charges and fees payable in connection with the ownership, use and occupancy of the Company Properties (provided that if the Managing Member requires that the Company maintain insurance as part of GAP’s blanket policy, the Company’s allocable share of deductibles and premiums under the liability insurance policy shall be no greater than those under such policies previously maintained by Property Manager); (v) Deliver to the other Members promptly upon the receipt or sending thereof, copies of all material notices, reports and communications between the Company and any tenant, the Seller, governmental agencies, neighboring property owners, community groups and other relevant third parties, and material notices, reports, and communications from any tenant, under any lease or any borrower under any mortgage loan or any holder of a mortgage affecting all or any portion of any Company Property, or any of such other parties, which relates to any existing or pending default thereunder or to any financial or operational information required by such Person; (vi) Deposit all receipts from operations of Company Property to a separate account, or accounts, established and maintained by the Managing Member in the name of the Company or the applicable Property Company, and not commingle those receipts with any other funds or accounts of Managing Member; (vii) Manage and administer the process of selling and refinancing Company Property; (viii) If the Managing Member subcontracts with third parties or any of its Affiliates for the performance of any of the services to be performed by the Managing Member, then the Managing Member shall supervise and oversee the performance of the services performed by such third parties or Affiliates (in the event of any such subcontract, references in this Agreement to actions taken or to be taken by the Managing Member shall include actions taken or to be taken by such subcontractors); (ix) Execute and deliver agreements, certificates and similar documents which are necessary to obtain loans, as well as manage any approved financing or refinancing, on terms approved by the Managing Member and to acquire the Initial Company Property pursuant to the Purchase Agreement; (x) Make periodic inspections of the Company Property and review all maintenance, repairs and construction on the Company Property; (xi) Advise the Company on such action as may be required to comply with any and all laws, ordinances, statutes and deed restrictions applicable to the Company Property; (xii) Not knowingly permit the use of the Company Property for any purpose which might impair any insurance on the Company Property or which might render any insured loss thereunder uncollectible or which would be in violation of any applicable law; (xiii) Promptly recommend from time to time the advisability of contesting either the validity or the amount of personal and real property taxes, if Managing Member deems such a contest appropriate (xiv) Fully cooperate with the Company and the Company’s representatives, including leasing agents, tax consultants, brokers involved in the sale of all or any portion of the Company Property, any potential purchaser of all or any portion of the Company Property, appraisers, and counsel with the view that such representatives shall be able to perform their duties efficiently and without interference. Such parties shall be allowed to visit the Company Property and inspect the same at such times as GAP may request; (xv) Advise the Company on such action as may be necessary to comply with any and all laws, ordinances, statutes and deed restrictions applicable to the Company Property; (xvi) Notify GAP of any of the following in any way relating to the Company Property promptly following Managing Member’s receipt thereof: written notice of any claim of violation of any legal requirement other than those which can be corrected for less than $10,000 (or $150,000 if covered by insurance), and without penalty or fine within thirty (30) days of notification thereof, provided that notice is required for any claim that names any GAP Party; written notice of any claim of liability; material written complaints from any contractor, sub-contractor or other party involved in providing or assisting with the operation, maintenance, and repair of the Company Property; written notice of any default under any Loan Documents secured by the Company Property; any summons or other legal process; any material damage to the Company Property; any threatened (in writing by an applicable Governmental Authority or its agent) condemnation or acquisition in lieu of condemnation of the Company Property or any portion thereof; and any actual or alleged (in writing) personal injury or property damage, and promptly notify GAP of any verbal notice Managing Member receives related to any of the foregoing, but only if Managing Member, acting reasonably and in good faith, deems the same to be material to the ownership or operation of the Company Property. For purposes of this subsection (xvi), “material” shall mean any claim for $10,000 or greater in any one instance, or $50,000 in the aggregate; (xvii) Promptly notify GAP of any material default or alleged (in writing) material default by any party under any lease of all or any portion of the Company Property of which Managing Member is aware, as well as any other material information particular to the Company Property; (xviii) Advise the Company with respect to any presentations before public agencies at both public and private meetings which relate to or affect the Company Property, and in all dealings with the press, community leaders, owners of adjacent property, and all other parties directly or indirectly involved with the Company Property or with interests which may affect the success of the Company Property; (xix) Comply at all times with this Agreement, including submitting to the Members for their approval any decisions or matters which may be subject to their approval under this Agreement; and (xx) Report to GAP with respect to Managing Member’s compliance with the foregoing duties. (d) GAP shall have the absolute right, power and authority at any time to terminate Operating Member’s appointment as Managing Member hereunder and to appoint a successor Managing Member, and to remove Property Manager as the manager under the Property Management Agreement and to terminate the Property Management Agreement (and any other agreements or contracts between the Company and Affiliates of Operating Member or Property Manager) and/or appoint a new manager pursuant thereto “for cause”, or “for lack of performance”, or for an Event of Default. GAP’s determination of whether a “for cause” event, a “for lack of performance” event or an Event of Default by Operating Member shall have occurred shall be conclusive and binding on the Members unless and until Operating Member shall have obtained a final, non-appealable judgment of a court of competent jurisdiction finding that no “for cause” event, “for lack of performance” event or Event of Default by Operating Member has occurred. In the event that Operating Member shall have been removed as Managing Member, or in the event Property Manager is removed as the manager under the Property Management Agreement, “for cause”, then under such circumstances and from that time forward (i) Operating Member shall immediately cease to be Managing Member (and Property Manager shall immediately cease to be the manager under the Property Management Agreement), (ii) Operating Member shall cease to have any right to any distributions under Section 6.03 and from that time forward distributions to the Members shall be made under Section 6.04, (iii) Operating Member shall forfeit its right to receive any fees under Section 7.04 and the Property Management Agreement and (iv) Operating Member shall not have any right to vote on Major Decisions other than as provided in Section 7.01(b). In the event that Operating Member shall have been removed as Managing Member, or in the event Property Manager is removed under the Property Management Agreement, as a result of an Event of Default (which does not constitute “for cause”) by Operating Member or Property Manager, or “for lack of performance”, then Operating Member shall immediately cease to be Managing Member (and Property Manager shall immediately cease to be the manager under the Property Management Agreement), and Operating Member shall retain its right to receive distributions hereunder pursuant to Section 6.03 (to the extent of its Interest), but (A) Property Manager shall be terminated within ninety (90) days after such termination and shall thereafter lose its right to receive payments under the Property Management Agreement which would otherwise have accrued from and after the expiration of said ninety (90) day period (provided that GAP, at its election, may accelerate the termination of Property Manager to the date of the termination of Operating Member as Managing Member for any reason other than for cause, provided that Property Manager shall remain entitled to receive management fees and reimbursements payable, if applicable, under the Property Management Agreement through the termination date of said Property Manager), and (B) Operating Member shall not have any right to vote on Major Decisions other than Fundamental Decisions. (e) Operating Member’s appointment as Managing Member shall automatically terminate if Operating Member’s (or its permitted transferee’s) Percentage Interest is less than one-half of one percent (0.5%).

Duties of Managing Member. (a) The Managing Member shall use commercially reasonable efforts to implement the Approved Budget and Approved Operating Plan (including the Initial Approved Budget and Approved Operating Plan) and shall otherwise perform those duties set forth below, and shall have the authority to perform the duties described in this Section 7.2 or as otherwise specifically set forth herein, in each instance subject to the requirement of receiving the prior Approval of BH, if and when required by the terms hereof. Specifically, the Managing Member shall: (i) conduct the business of the Company on a day-to-day basis basis, and use diligent efforts to cause such operations to be conducted in accordance with the standard of care required of prudent and experienced third parties performing similar functions, in accordance with customary industry standards in accordance with the Approved Budget and the Approved Operating Plan and such other guidelines as shall be adopted by the Company pursuant to this AgreementPlan, which duties may be discharged by delegating the same to Property Manager a property and/or development manager pursuant to the Property Management Agreement, Agreements; (ii) retain Property Manager, or another person or entity approved by GAP, to perform the Company Management Services for the Company, (iii) perform the duties assigned to it hereunder, and (iv) carry out and implement all decisions and resolutions of the Members. The initial Managing Member shall be Operating Member, which shall remain Managing Member unless Operating Member is terminated or resigns as Managing Member pursuant to the terms of this Agreement. Operating Member, as the initial Managing Member, shall have no authority to retire or resign from its position as the initial Managing Member; provided that Operating Member may resign as Managing Member only if Property Manager is terminated, or if Property Manager resigns from such position in accordance with the terms of the Property Management Agreement. In the event that Operating Member or any other Person should retire, resign or be removed as Managing Member, the Members shall be under no obligation to appoint a replacement thereof. Subject subject to the limitations set forth in this Agreement, the Managing Member, on behalf of the Company, shall have the power and authority to enter into contracts and leases for the Company Property on behalf of the Company in accordance with the current Approved Budget and Approved Operating Plan approved in accordance with this AgreementPlan, to and make expenditures as are required to implement such Approved Budget and Approved Operating Plan, but only to the extent that any such expenditures and amounts required to be paid by the Company under such contracts, leases and other instruments and documents have either been approved are consistent with the parameters set forth in accordance with this Agreement do not require approval in accordance with the Approved Budget and Approved Operating Plan or otherwise authorized by the terms of this Agreement. The Managing Member may rely on written instructions from a representative appointed in writing by GAP ; and (iii) perform such other duties and obligations as BH and MP shall agree from time to time that GAP has approved certain actions and agreementstime. Subject to any right provided to the Managing Member’s right Member to charge certain matters be reimbursed for Company Expenses pursuant to Section 7.5, and subject further to the Company as provided in Sections 8.01 and 8.03 and without limiting any compensation or reimbursements Managing Member may be entitled fees authorized pursuant to under the Property Management Agreementprovisions of Section 7.3, the Managing Member shall not otherwise be entitled to receive any fees or other compensation in respect of its activities as Managing Memberany duties or services, and will not receive reimbursement for compensation payable to any of its employees or other direct or indirect overhead which may be attributable to the performance of its such duties as Managing Memberand services. (b) Notwithstanding anything to the contrary contained in Section 7.01(b)(iii7.1(a)(iii), if at the beginning of any calendar year the Budget and Operating Plan or any item or portion thereof shall not have been approved Approved by Majority MembersBH, then: (i) Any any items or portions of the Budget and Operating Plan and amounts of expenses provided therein which have been so approved Approved shall become operative immediately and the Managing Member shall be entitled to expend funds in accordance with those operative portions; (ii) With with respect to the Budget, the Managing Member shall be entitled to, and shall, expend, in respect of noncapitalnon-capital, recurring expenses in any month of the then-current calendar year, an amount equal to the budgeted amount for the corresponding month of the immediately preceding calendar year, as set forth on the immediately preceding calendar year Approved Budget after giving effect to any dispositions or other material changes to the Company Property during the prior or current year; provided, however, that if any contract approved Approved by the Managing Member BH or entered into pursuant to the provisions hereof or the Property Management Agreement provides for an automatic increase in costs thereunder after the beginning of the then current calendar year, then the Managing Member shall be entitled to expend the amount of such increase; and (iii) The the Managing Member shall be entitled to, and shall, expend funds in respect of debt service on the Company’s financing (including the expense of curing any defaults thereunder), utilities, real estate taxes and assessments, insurance and emergency repairs, any annual or insurance premiums with respect to insurance other periodic fees, or other expenditures which the Managing Member determines are necessary for the continued ordinary operation of the Company Property, including without limitation uninsured losses or deductibles, operating shortfalls, repairs, additions or modifications to comply with applicable Laws or insurance requirements, insurance premiums for insurance policies Approved by XX, and any final orders, judgments, or other proceedings and all costs and expenses related thereto, regardless of whether the Budget has been approved or whether such expenditures exceed the amounts provided for in the applicable BudgetBudget (all of the foregoing described in this clause (iii), collectively, “Necessary Expenses”). (c) In Subject to the availability of adequate funds therefor in the Approved Budget and from Operating Revenues, Capital Contributions or other sources, and subject further, in any event, to the provisions of Section 7.1 and any other relevant provisions hereof, in addition to and without limiting any other duties set forth in this Agreement, the Managing Member shall, subject to the availability of adequate funds therefor in the Budget and from Revenues, Capital Contributions or other sources, and provided that Managing Member may delegate such obligations to Property Manager or any other third parties with whom the Company may contract pursuant to the terms hereof: (i) Overseeoversee, coordinate and process the operations, including without limitation, operations of the management Company on a day-to-day basis basis, including without limitation, the management, servicing, leasing, development, renovation and sale of any and all of the assets which comprise any portion of the Company Property, and prepare all communications with the Seller any property manager, any tenant, lender and any other relevant third parties; (ii) Subject to the availability of funds therefor, take all proper and necessary actions reasonably required to cause the Company and all third parties at all times to perform and comply with the terms and provisions (including, including without limitation, any provisions requiring the expenditure of funds by the Company) of the Management Agreements, any loan commitmentLoan Documents, the Transaction Documents and any other agreement, mortgage, lease, or other contract, instrument or agreement to which the Company is a party or is bound, or which affects all or any portion of the Company Property or the operation thereof; (iii) Subject to the availability of funds therefor, pay in a timely manner all non-disputed operating expenses of the Company in accordance with the terms of the Approved Budget and the Approved Operating Plan or as otherwise provided herein; (iv) To to the extent available, and subject to the availability of the funds therefor, obtain and maintain insurance coverage on the Company Properties Property as required Approved by the Managing Member BH and pay all non-disputed taxes, assessments, charges and fees payable in connection with the ownership, use and occupancy of the Company Properties (provided that if the Managing Member requires that the Company maintain insurance as part of GAP’s blanket policy, the Company’s allocable share of deductibles and premiums under the liability insurance policy shall be no greater than those under such policies previously maintained by Property Manager)Property; (v) Deliver deliver to the other Members promptly upon the receipt or sending thereof, copies of all material notices, reports and communications (other than routine, usual and customary notices and other standard communications) between the Company and any tenantlender, the Sellermanager, governmental agencies, neighboring property owners, community groups and other relevant third parties, and material notices, reports, and communications from any tenant, under any lease or any borrower under any mortgage loan or any holder of a mortgage parties affecting all or any portion of any Company Property, or any of such other parties, which relates to any existing or pending default thereunder or to any financial or operational information required by such Person; (vi) Deposit deposit all receipts from operations of the Company Property to a separate account, or accounts, account established and maintained by the Managing Member in the name of the Company or the applicable Property Company, and not commingle those receipts with any other funds or accounts of the Managing Member; (vii) Manage assist in the management and administer administration of the process of selling and refinancing financing all or any portion of the Company Property; (viii) If if and to the extent the Managing Member delegates to any loan servicer or property manager (previously Approved by BH) or subcontracts with any third parties party or any of its Affiliates Affiliate for the performance of any of the services to be performed by the Managing Member, then the Managing Member shall supervise and oversee the performance of the services performed by such third parties or Affiliates (and cause the same to be performed in the event of any such subcontract, references in this Agreement to actions taken or to be taken by the Managing Member shall include actions taken or to be taken by such subcontractors);manner required hereunder; and (ix) Execute execute and deliver agreements, certificates and similar documents (in the name or on behalf of the Company) which are necessary to obtain loansand/or maintain any third party loan pursuant to Loan Documents Approved by BH, as well as manage any approved financing or refinancing, on terms approved Approved by the Managing Member and to acquire the Initial Company Property pursuant to the Purchase Agreement; (x) Make periodic inspections of the Company Property and review all maintenance, repairs and construction on the Company Property; (xi) Advise the Company on such action as may be required to comply with any and all laws, ordinances, statutes and deed restrictions applicable to the Company Property; (xii) Not knowingly permit the use of the Company Property for any purpose which might impair any insurance on the Company Property or which might render any insured loss thereunder uncollectible or which would be in violation of any applicable law; (xiii) Promptly recommend from time to time the advisability of contesting either the validity or the amount of personal and real property taxes, if Managing Member deems such a contest appropriate (xiv) Fully cooperate with the Company and the Company’s representatives, including leasing agents, tax consultants, brokers involved in the sale of all or any portion of the Company Property, any potential purchaser of all or any portion of the Company Property, appraisers, and counsel with the view that such representatives shall be able to perform their duties efficiently and without interference. Such parties shall be allowed to visit the Company Property and inspect the same at such times as GAP may request; (xv) Advise the Company on such action as may be necessary to comply with any and all laws, ordinances, statutes and deed restrictions applicable to the Company Property; (xvi) Notify GAP of any of the following in any way relating to the Company Property promptly following Managing Member’s receipt thereof: written notice of any claim of violation of any legal requirement other than those which can be corrected for less than $10,000 (or $150,000 if covered by insurance), and without penalty or fine within thirty (30) days of notification thereof, provided that notice is required for any claim that names any GAP Party; written notice of any claim of liability; material written complaints from any contractor, sub-contractor or other party involved in providing or assisting with the operation, maintenance, and repair of the Company Property; written notice of any default under any Loan Documents secured by the Company Property; any summons or other legal process; any material damage to the Company Property; any threatened (in writing by an applicable Governmental Authority or its agent) condemnation or acquisition in lieu of condemnation of the Company Property or any portion thereof; and any actual or alleged (in writing) personal injury or property damage, and promptly notify GAP of any verbal notice Managing Member receives related to any of the foregoing, but only if Managing Member, acting reasonably and in good faith, deems the same to be material to the ownership or operation of the Company Property. For purposes of this subsection (xvi), “material” shall mean any claim for $10,000 or greater in any one instance, or $50,000 in the aggregate; (xvii) Promptly notify GAP of any material default or alleged (in writing) material default by any party under any lease of all or any portion of the Company Property of which Managing Member is aware, as well as any other material information particular to the Company Property; (xviii) Advise the Company with respect to any presentations before public agencies at both public and private meetings which relate to or affect the Company Property, and in all dealings with the press, community leaders, owners of adjacent property, and all other parties directly or indirectly involved with the Company Property or with interests which may affect the success of the Company Property; (xix) Comply at all times with this Agreement, including submitting to the Members for their approval any decisions or matters which may be subject to their approval under this Agreement; and (xx) Report to GAP with respect to Managing Member’s compliance with the foregoing dutiesBH. (d) GAP Notwithstanding anything to the contrary contained in this Agreement, BH shall have the absolute right, power and authority at any time upon and after (i) the occurrence of any For Cause Event (as set forth in Section 7.2(e) below) or (ii) the occurrence of any Event of Default (as set forth in Article XII) to remove MP as the Managing Member and appoint or designate BH or an Affiliate of BH as a replacement Managing Member. (e) Upon and after the occurrence of any For Cause Event as described in this Section 7.2(e), or any Event of Default with respect to any member of the MP Member Group, in each case subject to any applicable cure rights, BH shall have the right in its sole and absolute discretion to terminate Operating Member’s appointment MP as the Managing Member hereunder by the delivery of written notice and, upon any such termination (1) BH may cause the Company to terminate any Management Agreement with an Affiliate of MP immediately and to appoint without payment of a termination fee, (2) BH may designate a successor Managing Member, and to remove Property Manager as the manager under the Property Management Agreement and to terminate the Property Management Agreement Member (and any other agreements or contracts between the Company and Affiliates of Operating Member or Property Manager) and/or appoint a new manager pursuant thereto “for cause”, or “for lack of performance”, or for an Event of Default. GAP’s determination of whether a “for cause” event, a “for lack of performance” event which may be itself or an Event Affiliate of Default by Operating Member shall have occurred shall be conclusive and binding on BH), (3) any distributions to the Members unless under Sections 6.3 and until Operating Member 6.4 shall have obtained a final, non-appealable judgment of a court of competent jurisdiction finding that no “for cause” event, “for lack of performance” event or Event of Default by Operating Member has occurred. In the event that Operating Member shall have been removed as Managing Member, or in the event Property Manager is removed as the manager longer be made under the Property Management Agreement, “for cause”, then under such circumstances Sections 6.3 and 6.4 hereof and from that time forward (i) Operating Member shall immediately cease to be Managing Member (and Property Manager shall immediately cease to be the manager under the Property Management Agreement), (ii) Operating Member shall cease to have any right to any distributions under Section 6.03 and from that time forward distributions to the Members shall be made instead under Section 6.046.5 hereof; provided, however, that this clause (iii3) Operating Member shall forfeit its right to receive any fees under Section 7.04 and the Property Management Agreement and (iv) Operating Member shall not have any right to vote on Major Decisions other than as provided in Section 7.01(b). In the event that Operating Member shall have been removed as Managing Member, or only apply in the event Property Manager is removed under of a termination of MP as the Property Management Agreement, Managing Member as a result of a Promote-Loss For Cause Event or an Event of Default (which does not constitute “for cause”) by Operating Member or Property Manager, or “for lack of performance”, then Operating Member shall immediately cease to be Managing Member (and Property Manager shall immediately cease to be the manager under the Property Management Agreement), and Operating Member shall retain its right to receive distributions hereunder pursuant to Section 6.03 (to the extent of its Interest), but (A) Property Manager shall be terminated within ninety (90) days after such termination and shall thereafter lose its right to receive payments under the Property Management Agreement which would otherwise have accrued from and after the expiration of said ninety (90) day period (provided that GAP, at its election, may accelerate the termination of Property Manager to the date of the termination of Operating Member as Managing Member for any reason other than for cause, provided that Property Manager shall remain entitled to receive management fees and reimbursements payable, if applicable, under the Property Management Agreement through the termination date of said Property Manager)Default, and (B4) Operating Member BH may make a Buy-Sell Offer under Section 15.1 and, notwithstanding anything to the contrary contained in this Agreement, BH shall not have the unilateral right and authority to make all decisions on behalf of the Company and cause the Company to take any right to vote on Major Decisions other than Fundamental Decisions. (e) Operating Member’s appointment as Managing Member and all actions which BH, in its sole discretion, may determine. For the purposes of this Agreement, a “For Cause Event” shall automatically terminate if Operating Member’s (or its permitted transferee’s) Percentage Interest is less than one-half mean any of one percent (0.5%).the following: