Common use of Limitations on Authority of the Manager Clause in Contracts

Limitations on Authority of the Manager. (a) It is expressly understood that the Manager shall not do or perform any of the following acts on behalf of the Company without first obtaining the approval of the Members holding at least a Majority of the Membership Interests: (i) any act in contravention of this Agreement; (ii) any act that would make it impossible to carry on the ordinary business of the Company, the Company Subsidiary or the Property Owner; (iii) confess a judgment against the Company; (iv) possess Company (or Company Subsidiary or Property Owner) property or assign the rights of the Company (or Company Subsidiary or Property Owner) in specific Company (or Company Subsidiary or Property Owner) property for other than Company (or Company Subsidiary or Property Owner) purposes; (v) admit a Person as a Manager, except as provided in Section 7.2; (vi) admit a Person as a Member except as otherwise provided herein; (vii) continue the business of the Company in contravention of Section 12.1 hereof; or (viii) cause or permit the Company to extend credit to or to make any loans or become surety, guarantor, endorser, or accommodation endorser for any Entity. (b) It is expressly understood that, without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, and subject to the Basic Documents, the Manager shall not undertake or perform any of the actions set forth in Section 8.6(a) if doing so would cause any dilution of or material adverse economic effect upon the Class A Member’s Membership Interest or its rights under this Agreement or the Company Subsidiary LLC Agreement or the Property Owner LLC Agreement, nor may the Manager undertake or perform any of the following acts on behalf of the Company without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, subject to the Basic Documents: (i) cause the Company to approve any Major Decision (as defined in Section 7.07 of the Company Subsidiary LLC Agreement, or any successor section thereto); (ii) cause the Company to approve any amendment to the Company Subsidiary LLC Agreement; (iii) file or consent to any filing any reorganization, receivership, insolvency, bankruptcy or other similar proceedings as to the Company, the Company Subsidiary or the Property Owner pursuant to any federal or state law affecting debtor and creditor rights; (iv) to the fullest extent permitted by law, dissolve or liquidate the Company; (v) distribute any cash or property of the Company other than as provided in this Agreement; (vi) merge or consolidate with any other Entity; (vii) amend, modify or alter this Agreement, except as otherwise provided herein; or (viii) cause the Company, the Company Subsidiary or the Property Owner to consent to any REIT Prohibited Transaction, as defined in the Company Subsidiary LLC Agreement. (c) Any action or failure to act by the Manager to comply with the provisions of Sections 8.6(a) or (b), or any other breach of this Agreement by the Manager or any Class B Member, shall constitute a “Default Event.” (d) Notwithstanding any provision herein to the contrary, on and after the Conversion Date (if applicable), any decision to be made by the Company or its Representatives on the Management Committee, or pursuant to Sections 7.07 or 12.06 of the Company Subsidiary LLC Agreement, shall only require the approval of and be subject to the direction of BRG and not any other Member of the Company; provided, further, that on and after the Conversion Date (if applicable) only BRG, and not any other Member of the Company, shall have the power and authority to exercise the powers and privileges of the Company as manager of the Company Subsidiary.

Limitations on Authority of the Manager. (a) It is expressly understood that the Manager shall not do or perform any of the following acts on behalf of the Company without first obtaining the approval of the Members holding at least more than a Majority of the Membership Interests: (i) any act in contravention of this Agreement; (ii) any act that would make it impossible to carry on the ordinary business of the Company, the Company Subsidiary or the Property Ownerowner; (iii) confess a judgment against the Company; (iv) possess Company (or Company Subsidiary or Property OwnerSubsidiary) property or assign the rights of the Company (or Company Subsidiary or Property OwnerSubsidiary) in specific Company (or Company Subsidiary or Property OwnerSubsidiary) property for other than Company (or Company Subsidiary or Property OwnerSubsidiary) purposes; (v) admit a Person as a Manager, except as provided in Section 7.2; (vi) admit a Person as a Member except as otherwise provided herein; (vii) continue the business of the Company in contravention of Section 12.1 hereof; or (viii) cause or permit the Company to extend credit to or to make any loans or become surety, guarantor, endorser, or accommodation endorser for any Entity. (b) It is expressly understood that, without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, and subject to the Basic Documents, the Manager shall not undertake or perform any of the actions set forth in Section 8.6(a) if doing so would cause any dilution of or material adverse economic effect upon the Class A Member’s Membership Interest or its rights under this Agreement or the Company Subsidiary LLC Agreement or the Property Owner LLC Agreement, nor may the Manager undertake or perform any of the following acts on behalf of the Company without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, subject to the Basic Documents: (i) cause the Company to approve any Major Decision (as defined in Section 7.07 of the Company Subsidiary LLC Agreement, or any successor section thereto), or any action that would have been a Major Decision but for the operation of the final paragraph of Section 7.07 of the Company Subsidiary LLC Agreement, or any successor section thereto; (ii) cause the Company to approve any amendment to the Company Subsidiary LLC Agreement; (iii) file or consent to any filing any reorganization, receivership, insolvency, bankruptcy or other similar proceedings as to the Company, Company or the Company Subsidiary or the Property Owner pursuant to any federal or state law affecting debtor and creditor rights; (iv) to the fullest extent permitted by law, dissolve or liquidate the Company; (v) distribute any cash or property of the Company other than as provided in this Agreement; (vi) merge or consolidate with any other Entity; (vii) amend, modify or alter this Agreement, except as otherwise provided herein; or (viii) cause the Company, the Company Subsidiary or the Property Owner to consent to any REIT Prohibited Transaction, as defined in the Company Subsidiary LLC Agreement. (c) Any action or failure to act by the Manager to comply with the provisions of Sections 8.6(a) or (b), or any other breach of this Agreement by the Manager or any Class B Member, Member shall constitute a “Default Event.” (d) Notwithstanding any provision herein to the contrary, on and after the Conversion Date (if applicable), any decision to be made by the Company or its Representatives on the Management Committee, or pursuant to Sections 7.07 or 12.06 12.6 of the Company Subsidiary LLC Agreement, shall only require the approval of and be subject to the direction of BRG and not any other Member of the Company; provided, further, that on and after the Conversion Date (if applicable) only BRG, and not any other Member of the Company, shall have the power and authority to exercise the powers and privileges of the Company as manager of the Company Subsidiary.

Limitations on Authority of the Manager. (a) It is expressly understood that the Manager shall not do or perform any of the following acts on behalf of the Company without first obtaining the approval of the Members holding at least a Majority of the Membership Interests: (i) any act in contravention of this Agreement; (ii) any act that would make it impossible to carry on the ordinary business of the Company, the Company Subsidiary or the Property Owner; (iii) confess a judgment against the Company; (iv) possess Company (or Company Subsidiary or Property Owner) property or assign the rights of the Company (or Company Subsidiary or Property Owner) in specific Company (or Company Subsidiary or Property Owner) property for other than Company (or Company Subsidiary or Property Owner) purposes; (v) admit a Person as a Manager, except as provided in Section 7.2; (vi) admit a Person as a Member except as otherwise provided herein; (vii) continue the business of the Company in contravention of Section 12.1 hereof; or (viii) cause or permit the Company to extend credit to or to make any loans or become surety, guarantor, endorser, or accommodation endorser for any Entity. (b) It is expressly understood that, without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, and subject to the Basic Documents, the Manager shall not undertake or perform any of the actions set forth in Section 8.6(a) if doing so would cause any dilution of or material adverse economic effect upon the Class A Member’s Membership Interest or its rights under this Agreement or the Company Subsidiary LLC Agreement or the Property Owner LLC Agreement, nor may the Manager undertake or perform any of the following acts on behalf of the Company without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, subject to the Basic Documents: (i) cause the Company to approve any Major Decision (as defined in Section 7.07 of the Company Subsidiary LLC Agreement, or any successor section thereto); (ii) cause the Company to approve any amendment to the Company Subsidiary LLC Agreement; (iii) file or consent to any filing any reorganization, receivership, insolvency, bankruptcy or other similar proceedings as to the Company, the Company Subsidiary or the Property Owner pursuant to any federal or state law affecting debtor and creditor rights; (iv) to the fullest extent permitted by law, dissolve or liquidate the Company; (v) distribute any cash or property of the Company other than as provided in this Agreement; (vi) merge or consolidate with any other Entity; (vii) amend, modify or alter this Agreement, except as otherwise provided herein; or (viii) cause the Company, the Company Subsidiary or the Property Owner to consent fail to comply with, or permit any such party to fail to comply with, any REIT Prohibited TransactionRequirements, as defined in the Company Subsidiary LLC Agreement. (c) Any action or failure to act by the Manager to comply with the provisions of Sections 8.6(a) or (b), or any other breach of this Agreement by the Manager or any Class B Member, shall constitute a “Default Event.” (d) Notwithstanding any provision herein to the contrary, on and after the Conversion Date (if applicable), any decision to be made by the Company or its Representatives on the Management Committee, or pursuant to Sections 7.07 or 12.06 of the Company Subsidiary LLC Agreement, shall only require the approval of and be subject to the direction of BRG and not any other Member of the Company; provided, further, that on and after the Conversion Date (if applicable) only BRG, and not any other Member of the Company, shall have the power and authority to exercise the powers and privileges of the Company as manager of the Company Subsidiary.

Limitations on Authority of the Manager. (a) It is expressly understood that the Manager shall not do or perform any of the following acts on behalf of the Company without first obtaining the approval of the Members holding at least a Majority of the Membership Interests: (i) any act in contravention of this Agreement; (ii) any act that would make it impossible to carry on the ordinary business of the Company, the Company Subsidiary or the Property Owner; (iii) confess a judgment against the Company; (iv) possess Company (or Company Subsidiary or Property Owner) property or assign the rights of the Company (or Company Subsidiary or Property Owner) in specific Company (or Company Subsidiary or Property Owner) property for other than Company (or Company Subsidiary or Property Owner) purposes; (v) admit a Person as a Manager, except as provided in Section 7.2; (vi) admit a Person as a Member except as otherwise provided herein; (vii) continue the business of the Company in contravention of Section 12.1 hereof12.1; or (viii) cause or permit the Company to extend credit to or to make any loans or become surety, guarantor, endorser, or accommodation endorser for any Entity. (b) It is expressly understood that, without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, and subject to the Basic Documents, the Manager shall not undertake or perform any of the actions set forth in Section 8.6(a) if doing so would cause any dilution of or material adverse economic effect upon the Class A Member’s Membership Interest or its rights under this Agreement or the Company Subsidiary LLC Agreement or the Property Owner LLC Agreement, nor may the Manager undertake or perform any of the following acts on behalf of the Company without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, subject to the Basic Documents: (i) cause the Company to approve any Major Decision (as defined in Section 7.07 of the Company Subsidiary LLC Agreement, or any successor section thereto); (ii) cause the Company to approve any amendment to the Company Subsidiary LLC Agreement; (iii) file or consent to any filing of any reorganization, receivership, insolvency, bankruptcy or other similar proceedings as to the Company, the Company Subsidiary or the Property Owner pursuant to any federal or state law affecting debtor and creditor rights; (iv) to the fullest extent permitted by law, dissolve or liquidate the Company; (v) distribute any cash or property of the Company other than as provided in this Agreement; (vi) merge or consolidate with any other Entity; (vii) amend, modify or alter this Agreement, except as otherwise provided herein; or (viii) cause the Company, the Company Subsidiary or the Property Owner to consent to any REIT Prohibited Transaction, as defined in the Company Subsidiary LLC Agreement. (c) Any action or failure to act by the Manager to comply with the provisions of Sections Section 8.6(a) or (bSection 8.6(b), or any other breach of this Agreement by the Manager or any Class B Member, shall constitute a “Default Event.” (d) Notwithstanding any provision herein to the contrary, on and after the Conversion Date (if applicable), any decision to be made by the Company or its Representatives on the Management Committee, or pursuant to Sections Section 7.07 or Section 12.06 of the Company Subsidiary LLC Agreement, shall only require the approval of and be subject to the direction of BRG and not any other Member of the Company; provided, further, that on and after the Conversion Date (if applicable) only BRG, and not any other Member of the Company, shall have the power and authority to exercise the powers and privileges of the Company as manager of the Company Subsidiary.

Limitations on Authority of the Manager. (a) It is expressly understood that the Manager shall not do or perform any of the following acts on behalf of the Company without first obtaining the approval of the Members holding at least more than a Majority of the Membership Interests: (i) any act in contravention of this Agreement; (ii) any act that would make it impossible to carry on the ordinary business of the Company, the Company Subsidiary or the Property Ownerowner; (iii) confess a judgment against the Company; (iv) possess Company (or Company Subsidiary or Property OwnerSubsidiary) property or assign the rights of the Company (or Company Subsidiary or Property OwnerSubsidiary) in specific Company (or Company Subsidiary or Property OwnerSubsidiary) property for other than Company (or Company Subsidiary or Property OwnerSubsidiary) purposes; (v) admit a Person as a Manager, except as provided in Section 7.2; (vi) admit a Person as a Member except as otherwise provided herein; (vii) continue the business of the Company in contravention of Section 12.1 hereof; or (viii) cause or permit the Company to extend credit to or to make any loans or become surety, guarantor, endorser, or accommodation endorser for any Entity. (b) It is expressly understood that, without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, and subject to the Basic Documents, the Manager shall not undertake or perform any of the actions set forth in Section 8.6(a) if doing so would cause any dilution of or material adverse economic effect upon the Class A Member’s 's Membership Interest or its rights under this Agreement or the Company Subsidiary LLC Agreement or the Property Owner LLC Agreement, nor may the Manager undertake or perform any of the following acts on behalf of the Company without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, subject to the Basic Documents: (i) cause the Company to approve any Major Decision (as defined in Section 7.07 of the Company Subsidiary LLC Agreement, or any successor section thereto), or any action that would have been a Major Decision but for the operation of the final paragraph of Section 7.07 of the Company Subsidiary LLC Agreement, or any successor section thereto; (ii) cause the Company to approve any amendment to the Company Subsidiary LLC Agreement; (iii) file or consent to any filing any reorganization, receivership, insolvency, bankruptcy or other similar proceedings as to the Company, Company or the Company Subsidiary or the Property Owner pursuant to any federal or state law affecting debtor and creditor rights; (iv) to the fullest extent permitted by law, dissolve or liquidate the Company; (v) distribute any cash or property of the Company other than as provided in this Agreement; (vi) merge or consolidate with any other Entity; (vii) amend, modify or alter this Agreement, except as otherwise provided herein; or (viii) cause the Company, the Company Subsidiary or the Property Owner to consent to any REIT Prohibited Transaction, as defined in the Company Subsidiary LLC Agreement. (c) Any action or failure to act by the Manager to comply with the provisions of Sections 8.6(a) or (b), or any other breach of this Agreement by the Manager or any Class B Member, Member shall constitute a “"Default Event.”" (d) Notwithstanding any provision prov1s1on herein to the contrary, on and after the Conversion Date (if applicable), any decision to be made by the Company or its Representatives on the Management Committee, or pursuant to Sections 7.07 or 12.06 12.6 of the Company Subsidiary LLC Agreement, shall only require the approval of and be subject to the direction of BRG and not any other Member of the Company; provided, further, that on and after the Conversion Date (if applicable) only BRG, and not any other Member of the Company, shall have the power and authority to exercise the powers and privileges of the Company as manager of the Company Subsidiary.

Limitations on Authority of the Manager. (a) It is expressly understood that the Manager shall not do or perform any of the following acts on behalf of the Company without first obtaining the approval of the Members holding at least more than a Majority of the Membership Interests: (i) any act in contravention of this Agreement; (ii) any act that would make it impossible to carry on the ordinary business of the Company, Company or the Company Subsidiary or the Property OwnerSubsidiary; (iii) confess a judgment against the CompanyCompany or the Company Subsidiary; (iv) possess Company (or Company Subsidiary or Property OwnerSubsidiary) property or assign the rights of the Company (or Company Subsidiary or Property OwnerSubsidiary) in specific Company (or Company Subsidiary or Property OwnerSubsidiary) property for other than Company (or Company Subsidiary or Property OwnerSubsidiary) purposes; (v) admit a Person as a Manager, except as provided in Section 7.27.2 or Section 8.6(f); (vi) admit a Person as a Member except as otherwise provided herein; (vii) continue the business of the Company in contravention of Section 12.1 hereof; or. (viii) cause or permit the Company or the Company Subsidiary to extend credit to or to make any loans or become surety, guarantor, endorser, or accommodation endorser for any Entity; (ix) distribute any cash or property of the Company or the Company Subsidiary, other than as provided in this Agreement; (x) knowingly perform any act that would subject any Member to liability in any jurisdiction; (xi) to the fullest extent permitted by law, dissolve or liquidate the Company; (xii) merge or consolidate with any other Entity; (xiii) amend, modify or alter this Agreement, except as otherwise provided herein; or (xiv) purchase or acquire an apartment or other real estate interest. (b) It is expressly understood that, without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, and subject to the Basic Documents, that the Manager shall not undertake or perform any of the actions set forth in Section 8.6(a) if doing so would cause any dilution of or material adverse economic effect upon the Class A Member’s Membership Interest or its rights under this Agreement or the Company Subsidiary LLC Agreement or the Property Owner LLC Agreement, nor may the Manager undertake do or perform any of the following acts on behalf of the Company without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, subject to the Basic Documents: (i) cause the Company Subsidiary to approve any Major Decision (as defined in Section 7.07 sell or otherwise dispose of the Company Subsidiary LLC Agreement, Apartments or any successor section thereto)Real Estate Interests; (ii) cause negotiate, incur or refinance indebtedness of the Company to approve any amendment to the or Company Subsidiary LLC Agreementwhether or not such is secured by a Mortgage, deed of trust, pledge or other lien on or security interest in the Real Estate Interests and/or the Apartments; (iii) cause the Company or the Company Subsidiary to incur capital expenditures in excess of (A) $50,000 if the Company has sufficient funds available under applicable reserve accounts to cover the cost of such expenditure or (B) $25,000 if such funds are not otherwise available under applicable reserve accounts, for any single item or group or series of related items; (iv) incur any expense which would cause the Company or the Company Subsidiary to exceed a single category in the Annual Budget by l 0% of the budgeted item or $10,000, whichever is greater; (v) select an accounting firm for purposes of performing, or authorizing the performance by an accounting firm of, an audit of the Company 's and/or the Company Subsidiary's financial circumstances; (vi) Intentionally Omitted; (vii) file or consent to any filing any reorganization, receivership, insolvency, bankruptcy or other similar proceedings as to the Company, Company or the Company Subsidiary or the Property Owner pursuant to any federal or state law affecting debtor and creditor rights; (ivviii) perform Real Estate Interest acquisition and disposition services on behalf of the Company; provided, however, that if such services are performed in connection with a transaction that will result in the Class A Members receiving their Undistributed Total Class A Distributions under Sections 8.6(f) or 10.5, no approval of the Class A Members is required; (ix) organize wholly owned limited liability companies for the purpose of acquiring Real Estate Interest; provided, however, that if such limited liability companies are organized in connection with a transaction that will result in the Class A Members receiving their Undistributed Total Class A Distributions under Sections 8.6(f) or 10.5, no approval of the Class A Members is required; or (x) purchase or acquire an apartment or other real estate interests. (c) The Manager shall not be required to obtain the Class A Members' approval under Sections 8.6(b)(i) or 8.6(b)(ii) if, in connection with the proposed transaction, the Company purchases their interest under the provisions of and in accordance with Sections 8.6(f) and 10.5. (d) The Class A Members shall appoint in writing one or more authorized representatives to receive and respond to requests to permit the Manager to undertake any of the actions that require the Class A Members' approval pursuant to Section 8.6(b) (the "Authorized Representative"). The written appointment shall contain the name, telephone number, facsimile number, and email address for the Authorized Representative(s). The Class A Members can change the Authorized Representative(s) by written notice to the Manager . If the Manager submits a written request to an Authorized Representative for approval under Section 8.6(b)(iii), 8.6(b)(iv), or 8.6(b)(v) via email or facsimile and the Authorized Representative does not object within five business days of the request, the request shall be deemed to have been approved by the Class A Members. The initial Authorized Representative shall be Jordan B. Xxxxx. (e) The Manager shall have the right to take such actions as it, in its reasonable judgment, deems necessary for the safety, protection , life, or health of its employees, employees of the property management company, tenants of the Property, or others or the preservation of Company or Company Subsidiary assets, assets of the property management company, the assets of tenants of the Property, or the assets of others if, under the circumstances, in the good faith estimation of the Manager, there is insufficient time to allow the Manager to obtain the required approval of the Members to take such action and any delay would materially increase the risk to safety, protection , life or health or preservation of assets. The Manager shall notify the Members of each such action contemporaneously therewith or as soon as reasonably practical thereafter. Such authority shall lapse and terminate upon reduction of such risk to safety, protection, life, or health or preservation of assets. (i) On and before the day that is one hundred eighty (180) days prior to the initially scheduled maturity date of the Loan (the "Trigger Date"), the Manager shall provide to the Class A Members sufficient evidence (the "Takeout Documents") satisfactory to the Class A Members, in their sole discretion, that the Company, on or before the Maturity Date of the Loan, has the ability to and will pay to the Class A Members all sums due under this Agreement to the Class A Members, including the Undistributed Total Class A Distributions. Such shall include, in the case of a sale of the Apartments and Real Estate Interests, a written contract for a sale of the Apartments and Real Estate Interests in an arm's length transaction between parties unrelated to the Class B Members, the members of the Class B Members, or their Affiliates and on commercially reasonable terms or, in the case of a refinance of the current indebtedness secured by the Apartments and Real Estate Interests, a written commitment letter, with the intent of both the sale and refinancing being to pay to the Class A Members all sums due under this Agreement to the Class A Members, including the Undistributed Total Class A Distributions . Within fifteen (15) business days of receipt of the Takeout Documents, the Class A Members shall notify the Manager in writing as to whether or not the Takeout Documents are acceptable to the Class A Members. If the Class A Members fail to timely respond to the Manager within the 15-business day period, the Class A Members shall be deemed to have approved the Takeout Documents. If the Class A Members approve or are deemed to have approved the Takeout Documents, the Manager and Company shall proceed to perform the terms of the Takeout Documents with the intent of paying the Class A Members all sums due under this Agreement to the Class A Members, including the Undistributed Total Class A Distributions. (ii) A "Trigger Event" shall be deemed to occur (w) if the Manager fails to timely provide the Takeout Documents to the Class A Members, (x) the Takeout Documents are not satisfactory to the Class A Members, in their sole discretion, (y) while the Company has provided Takeout Document in a timely manner which are satisfactory to the Class A Members, the Company or the Company Subsidiary defaults under or is not likely to be able to perform under the Takeout Documents, in the Class A Members' sole discretion, or (z) any removal of Madison or an Affiliate of OCI as Manager for cause, as set forth in Section 7.2. If a Trigger Event occurs, the Class A Members shall have the following remedies, which are not exclusive and which may be exercised concurrently : (A) remove the Manager (if not already removed) and appoint a successor manager under Section 7.2 (a "Class A Manager"). The Class A Manager, if appointed, or the Class A Members, if the Class A Manager is not appointed, may sell or refinance the Property on behalf of the Company. The Class A Members and/or the Class A Manager, as the case may be, shall have the express authority to sell or refinance the Property, without the consent of OCI, the Class B Members or any other Member, as long as Rxxx X. Xxxxx and all Persons related to or affiliated with the Class B Members and/or OCI (the "Class B Persons") are completely and unconditionally released from all obligations under all guaranties, whether direct, contingent, or otherwise, in connection with or otherwise related to the Company and/or the Property other than those obligations that result from acts or omissions occurring prior to the closing of the sale or refinancing. No such sale or refinancing by the Class A Members or Class A Manager shall be required to repay in whole or in part any or all of any of the Members' Capital Contributions or any other sums which may be due and owing to any of them; it being the intent of all Members that the Class A Members are entitled to be repaid all sums which are due and owing to them, including the Undistributed Total Class A Distributions, before any of the Class B Members receive any repayment of sums that may be owned to them, and that neither the Class A Members nor Class A Manager have any obligation or duty to conclude a deal or transaction that pays the Class B Members any sum; or (B) elect to purchase the Property from the Company (or Company Subsidiary) or purchase all of the Membership Interests of the Class B Members by paying to the Lender all sums which are due and owing on the Loan and obtaining a release of the Class B Persons from all obligations under all guaranties, whether direct, contingent, or otherwise, in connection with or otherwise related to the Company, the Company Subsidiary and/or the Property other than those obligations that result from acts or omissions occurring prior to the closing of the sale of the Property or Membership Interests. (iii) The Class B Members hereby waive to the fullest extent permitted by lawthe law and the Act, dissolve any fiduciary or liquidate other obligations which the Company; (v) distribute Class A Members and/or Class A Manager may have or owe to the Class B Members, including, but not limited to, any cash or property of the Company other than as provided in this Agreement; (vi) merge or consolidate with any other Entity; (vii) amend, modify or alter this Agreement, except as otherwise provided herein; or (viii) cause the Company, the Company Subsidiary or the Property Owner to consent such obligations related to any REIT Prohibited Transaction, as defined in the Company Subsidiary LLC Agreementsale or refinancing contemplated by this Section 8.6(f). (civ) Any action or failure to act The Manager, Company and the Class B Members will fully and reasonably cooperate with the Class A Members and/or the Class A Manager in connection with the exercise by the Manager Class A Members of their rights and remedies under this Section 8.6(f), including, but not limited to, executing a deed, deed of trust, deed to comply secure debt, mortgage and other conveyance or refinancing documents but in no event will a Class B Person be required to sign a personal guaranty, except for the Cooperation Guaranty. Simultaneously with the provisions of Sections 8.6(a) or (b), or any other breach execution of this Agreement by the Class A Members, the Company and/or Manager or any shall cause a guaranty (the "Cooperation Guaranty"), in form and content satisfactory to the Class A Members, to be provided to the Class A Members by Rxxx X. Xxxxx, which Cooperation Guaranty shall provide, among other things, that if a Class B MemberPerson or their Affiliates shall in any manner interfere with or hinder the exercise of the rights by the Class A Members of their rights under this Section 8.6(f), Rxxx X. Xxxxx shall constitute a “Default Eventbecome personally liable to the Class A Members for all sums due and owing to the Class A Members under this Agreement and any additional damages which they may suffer, including, but not limited to, the Undistributed Total Class A Distributions and reasonable attorney's fees and court costs. The Trigger Date may be extended with the consent of the Class A Members, which consent may be withheld or conditioned in the Class A Members sole discretion.” (dv) Notwithstanding any other provision herein to the contrary, on of this Agreement and after the Conversion Date (if applicable), any decision to be made by the Company or its Representatives on the Management Committee, or pursuant to Sections 7.07 or 12.06 of the Company Subsidiary LLC Agreement, shall only require the approval of and be subject to the direction of BRG and Basic Documents, the Manager shall not any other Member cause the sale or refinancing of the Company; providedProperty prior to the Trigger Date, further, that on and after unless such transaction is in accordance with Section 10.5 or the Conversion Date (if applicable) only BRG, and not any other Member Class A Members have approved of the Company, shall have the power and authority to exercise the powers and privileges of the Company as manager of the Company Subsidiarysuch transaction in writing.

Limitations on Authority of the Manager. (a) It is expressly understood that the Manager shall not do or perform any of the following acts on behalf of the Company without first obtaining the approval of the Members holding at least a Majority of the Membership Interests: (i) any act in contravention of this Agreement; (ii) any act that would make it impossible to carry on the ordinary business of the Company, Company or the Company Subsidiary or the Property OwnerSubsidiary; (iii) confess a judgment against the Company; (iv) possess Company (or Company Subsidiary or Property OwnerSubsidiary) property or assign the rights of the Company (or Company Subsidiary or Property OwnerSubsidiary) in specific Company (or Company Subsidiary or Property OwnerSubsidiary) property for other than Company (or Company Subsidiary or Property OwnerSubsidiary) purposes; (v) admit a Person as a Manager, except as provided in Section 7.2; (vi) admit a Person as a Member except as otherwise provided herein; (vii) continue the business of the Company in contravention of Section 12.1 hereof; or (viii) cause or permit the Company to extend credit to or to make any loans or become surety, guarantor, endorser, or accommodation endorser for any Entity. (b) It is expressly understood that, without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, and subject to the Basic Documents, the Manager shall not undertake or perform any of the actions set forth in Section 8.6(a) if doing so would cause any dilution of or material adverse economic effect upon the Class A Member’s Membership Interest or its rights under this Agreement or the Company Subsidiary LLC Agreement or the Property Owner LLC Agreement, nor may the Manager undertake or perform any of the following acts on behalf of the Company without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, subject to the Basic Documents: (i) cause the Company to approve any Major Decision (as defined in Section 7.07 7.7 of the Company Subsidiary LLC Agreement, or any successor section thereto); (ii) cause the Company to approve any amendment to the Company Subsidiary LLC Agreement; (iii) file or consent to any filing any reorganization, receivership, insolvency, bankruptcy or other similar proceedings as to the Company, Company or the Company Subsidiary or the Property Owner pursuant to any federal or state law affecting debtor and creditor rights; (iv) to the fullest extent permitted by law, dissolve or liquidate the Company; (v) distribute any cash or property of the Company other than as provided in this Agreement; (vi) merge or consolidate with any other Entity; (vii) amend, modify or alter this Agreement, except as otherwise provided herein; or (viii) cause the Company, Company or the Company Subsidiary or the Property Owner to consent to any REIT Prohibited Transaction, as defined in the Company Subsidiary LLC Agreement. (c) Any action or failure to act by the Manager to comply with the provisions of Sections 8.6(a) or (b), or any other breach of this Agreement by the Manager or any Class B Member, shall constitute a “Default Event.” (d) Notwithstanding any provision herein to the contrary, on and after the Conversion Date (if applicable), any decision to be made by the Company or its Representatives on the Management Committee, or pursuant to Sections 7.07 7.7 or 12.06 12.6 of the Company Subsidiary LLC Agreement, shall only require the approval of and be subject to the direction of BRG and not any other Member of the Company; provided, further, that on and after the Conversion Date (if applicable) only BRG, and not any other Member of the Company, shall have the power and authority to exercise the powers and privileges of the Company as manager of the Company Subsidiary.

Limitations on Authority of the Manager. (a) It is expressly understood that the Manager shall not do or perform any of the following acts on behalf of the Company without first obtaining the approval of the Members holding at least more than a Majority of the Membership Interests: (i) any act in contravention of this Agreement; (ii) any act that would make it impossible to carry on the ordinary business of the Company, the Company Subsidiary or the Property Owner; (iii) confess a judgment against the Company; (iv) possess Company (or Company Subsidiary or Property OwnerSubsidiary) property or assign the rights of the Company (or Company Subsidiary or Property OwnerSubsidiary) in specific Company (or Company Subsidiary or Property Owner) property for other than Company (or Company Subsidiary or Property Owner) purposes; (v) admit a Person as a Manager, except as provided in Section 7.2; (vi) admit a Person as a Member except as otherwise provided herein; (vii) continue the business of the Company in contravention of Section 12.1 hereof; or (viii) cause or permit the Company to extend credit to or to make any loans or become surety, guarantor, endorser, or accommodation endorser for any Entity. (b) It is expressly understood that, without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, and subject to the Basic Documents, the Manager shall not undertake or perform any of the actions set forth in Section 8.6(a) if doing so would cause any dilution of or material adverse economic effect upon the Class A Member’s Membership Interest or its rights under this Agreement or the Company Subsidiary LLC Agreement or the Property Owner LLC Agreement, nor may the Manager undertake or perform any of the following acts on behalf of the Company without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, subject to the Basic Documents: (i) cause the Company to approve any Major Decision (as defined in Section 7.07 of the Company Subsidiary LLC Agreement, or any successor section thereto), or any action that would have been a Major Decision but for the operation of the final paragraph of Section 7.07 of the Company Subsidiary LLC Agreement, or any successor section thereto; (ii) cause the Company to approve any amendment to the Company Subsidiary LLC Agreement; (iii) file or consent to any filing any reorganization, receivership, insolvency, bankruptcy or other similar proceedings as to the Company, Company or the Company Subsidiary or the Property Owner pursuant to any federal or state law affecting debtor and creditor rights; (iv) to the fullest extent permitted by law, dissolve or liquidate the Company; (v) distribute any cash or property of the Company other than as provided in this Agreement; (vi) merge or consolidate with any other Entity; (vii) amend, modify or alter this Agreement, except as otherwise provided herein; or (viii) cause the Company, the Company Subsidiary or the Property Owner to consent to any REIT Prohibited Transaction, as defined in the Company Subsidiary LLC Agreement. (c) Any action or failure to act by the Manager to comply with the provisions of Sections 8.6(a) or (b), or any other breach of this Agreement by the Manager or any Class B Member, Member shall constitute a “Default Event.” (d) Notwithstanding any provision herein to the contrary, on and after the Conversion Date (if applicable), any decision to be made by the Company or its Representatives on the Management Committee, or pursuant to Sections 7.07 or 12.06 12.6 of the Company Subsidiary LLC Agreement, shall only require the approval of and be subject to the direction of BRG and not any other Member of the Company; provided, further, that on and after the Conversion Date (if applicable) only BRG, and not any other Member of the Company, shall have the power and authority to exercise the powers and privileges of the Company as manager of the Company Subsidiary.

Limitations on Authority of the Manager. (a) It is expressly understood that the Manager shall not do or perform any of the following acts on behalf of the Company without first obtaining the approval of the Members holding at least a Majority of the Membership Interests: (i) any act in contravention of this Agreement; (ii) any act that would make it impossible to carry on the ordinary business of the Company, the Company Subsidiary Subsidiary, the Trust or the Property Owner; (iii) confess a judgment against the Company; (iv) possess Company (or Company Subsidiary Subsidiary, Trust or Property Owner) property or assign the rights of the Company (or Company Subsidiary Subsidiary, Trust or Property Owner) in specific Company (or Company Subsidiary Subsidiary, Trust or Property Owner) property for other than Company (or Company Subsidiary Subsidiary, Trust or Property Owner) purposes; (v) admit a Person as a Manager, except as provided in Section 7.2; (vi) admit a Person as a Member except as otherwise provided herein; (vii) continue the business of the Company in contravention of Section 12.1 hereof; or (viii) cause or permit the Company to extend credit to or to make any loans or become surety, guarantor, endorser, or accommodation endorser for any Entity. (b) It is expressly understood that, without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, and subject to the Basic Documents, the Manager shall not undertake or perform any of the actions set forth in Section 8.6(a) if doing so would cause any dilution of or material adverse economic effect upon the Class A Member’s Membership Interest or its rights under this Agreement or the Company Subsidiary LLC Agreement, the Trust Agreement or the Property Owner LLC Agreement, nor may the Manager undertake or perform any of the following acts on behalf of the Company without first obtaining the approval of a Majority of the Class A Membership Interests, in their sole and absolute discretion, subject to the Basic Documents: (i) cause the Company to approve any Major Decision (as defined in Section 7.07 of the Company Subsidiary LLC Agreement, or any successor section thereto); (ii) cause the Company to approve any amendment to the Company Subsidiary LLC Agreement; (iii) file or consent to any filing any reorganization, receivership, insolvency, bankruptcy or other similar proceedings as to the Company, the Company Subsidiary Subsidiary, the Trust or the Property Owner pursuant to any federal or state law affecting debtor and creditor rights; (iv) to the fullest extent permitted by law, dissolve or liquidate the Company; (v) distribute any cash or property of the Company other than as provided in this Agreement; (vi) merge or consolidate with any other Entity; (vii) amend, modify or alter this Agreement, except as otherwise provided herein; or (viii) cause the Company, the Company Subsidiary Subsidiary, the Trust or the Property Owner to consent to any REIT Prohibited Transaction, as defined in the Company Subsidiary LLC Agreement. (c) Any action or failure to act by the Manager to comply with the provisions of Sections 8.6(a) or (b), or any other breach of this Agreement by the Manager or any Class B Member, shall constitute a “Default Event.” (d) Notwithstanding any provision herein to the contrary, on and after the Conversion Date (if applicable), any decision to be made by the Company or its Representatives on the Management Committee, or pursuant to Sections 7.07 or 12.06 of the Company Subsidiary LLC Agreement, shall only require the approval of and be subject to the direction of BRG and not any other Member of the Company; provided, further, that on and after the Conversion Date (if applicable) only BRG, and not any other Member of the Company, shall have the power and authority to exercise the powers and privileges of the Company as manager of the Company Subsidiary.