Common use of Major Decisions Clause in Contracts

Major Decisions. Managing Member shall fully consult with the Members at all times to the extent reasonably practicable, and each of the following matters ("Major Decisions") must be previously approved in writing by the Members, however, such approval shall not be unreasonably withheld: (1) The adoption of, and any material supplement to, revision of, or deviation from the Business Plan. (2) Without limitation on Subsection B(1) above, the adoption of, and any material supplement to, revision of, or deviation from any of the Budgets (subject to Subsection (3) below). Managing Member agrees to submit to the members, at least thirty (30) days prior to each calendar year during the term hereof, the proposed Operating Budget and Capital Budget for such calendar year, which shall be in the same form as the forms of the initial Operating Budget and Capital Budget attached as Exhibit "A" to the Management Agreement, and which proposed Operating Budget and Capital Budget shall be subject to the prior written approval of the Members, which shall not be unreasonably withheld. If the Operating Budget or Capital Budget is not approved in writing by the Members for any particular year, then until such Budgets are approved in writing by the Members, Managing Member shall obtain the Members' prior written approval of all capital expenditures (other than capital expenditures in accordance with the prior year's Budgets which were not expended in the prior year but which are required to be expended by the Company pursuant to authorized Company contracts), and Managing Member shall to the extent practicable operate within the prior year's approved Operating Budget. (3) Any deviation from or expenditure inconsistent with any of the Budgets (or the entry into any agreement therefor). Notwithstanding the foregoing, the Members' consent to an expenditure payable to a third party exceeding the amount specified for such expenditure in any applicable Development Plan, Operating Budget and Capital Budget shall not be required in any of the following circumstances: (a) Managing Member, in his reasonable judgment, deems these to be an emergency requiring such expenditures to effectuate immediate action necessary for the protection of the Company Property or persons; (b) such expenditure would not cause the aggregate amount of the expenses (excluding the expenses described in Clause (c) below) within the applicable Budget to exceed one hundred fifteen percent (115%) of the entire amount of budgeted expenses (excluding the expenses described in Clause (c) below) in the applicable Budget (taking into account the amounts expended to date and reasonably anticipated expenses); or

Major Decisions. Managing Member shall fully consult with the Members at all times Except to the extent that the Property Management Agreement provides that various actions may be taken by the Property Manager without the consent of the Company, no act shall be taken, sum expended, decision made or obligation incurred by the Company or the Manager with respect to a Major Decision, unless and until the Members shall have approved the same pursuant to this Section 4.5. The Manager may, without the consent of the Members, in all events make appropriate expenditures for items approved in the Annual Plan, subject to the requirements of Section 4.5. In the event of any need for consent of the Members to any Major Decision, the Manager shall make such request of the Members in writing together with any information reasonably practicablenecessary for the Members to make an informed decision. On receipt of said writing, the Members shall have ten (10) Business Days to either approve or disapprove of the Major Decision (except in the case of the approval of a proposed lease transaction, in which event the Members shall have five (5) Business Days to either approve or disapprove). Failure to respond within the applicable time limit shall be deemed disapproval. Notwithstanding anything to the contrary contained herein, in the event that CCDRC desires the Company to take an action with respect to any Major Decision, CCDRC shall recommend in writing to the Manager and each Columbia that such action be taken. The Manager and Columbia shall have ten (10) Business Days to respond to said written recommendation. If the Manager and Columbia shall disagree with such recommendation, the Manager and Columbia shall so notify CCDRC in writing within such ten (10) Business Day period, but the Manager shall nevertheless be obligated to implement (or to the extent such action shall not be in the Manager’s reasonable control, it shall use reasonable efforts to implement) such recommendation. If Columbia is an Affiliate of the Manager, any failure or refusal of the Manager to carry out CCDRC’s recommendation shall be deemed a Default by both the Manager and Columbia under this Agreement. Notwithstanding any provision contained herein to the contrary, at any time under this Agreement that CCDRC exercises its right to perform an obligation of the Manager on behalf of the Manager in accordance with Section 4.1(e) or requests that the Manager carry out CCDRC’s recommendation with respect to a Major Decision as set forth above, CCDRC agrees to use its good faith business judgment while exercising such right or in making such request. The term “Major Decisions”, as used in this Agreement, shall mean any decision with respect to the Property which involves (i) any matters specifically stated in this Agreement to require the unanimous decision of the Members or (ii) any of the following matters matters: ("a) the approval and/or modification of each Annual Plan, Operating Budget, Capital Budget, Leasing Plan and Development Budget (or quarterly review and updating of any thereof), including the approval, consent or authorization by the Company of unbudgeted expenditures in excess of $50,000 in the aggregate; (b) the form and substance of each lease proposed to be entered into by the Company; (c) all plans and specifications, contracts and expenditure of funds in connection with the development of, expansion of, or renovation of, the Property and all projects in connection with tenant improvement work to be performed by the Company, all as contemplated by the Operating Budget, the Capital Budget and the Development Budget (in connection with giving or withholding its approval to any development, expansion or modification of the Property, CCDRC shall be entitled to review and approve proposed capital and operating budgets (with appropriate contingencies) and any other aspects of the proposal which would otherwise constitute Major Decisions") must , including, without limitation, the actual terms and conditions under which any such work shall be previously approved in writing performed and the consideration to be paid by the MembersCompany and any decision by the Members to modify, delay or forgo such work); (d) the institution, settlement or any other decision with respect to any lawsuit, claim, counterclaim or other legal proceeding by or against the Company with an amount at issue or risk in excess of $50,000 in the aggregate, including without limitation, confessing a judgment against the Company, accepting the settlement, compromise or payment of any claim asserted against the Company or any of its property and assets (including, without limitation, claims covered by the policies of insurance maintained by the Company), or asserted by the Company in respect of the foregoing, provided, however, that all claims, settlements and other decisions relating to (i) a condemnation or proposed condemnation of the Land or any portion thereof, (ii) any casualty of the Property or (iii) matters in which the Company may admit to criminal liability or penalty, shall require CCDRC’s approval; (e) the acquisition of any additional real property by the Company (other than the Property), provided that in no event shall any additional real property be acquired other than real property which is adjacent to the Land and is intended to be used in connection with the Land, or the disposition of all or any portion of the real property of the Company; (f) the commitment by the Company to accept, enter into or refinance, whether as borrower or lender, any loan, or the material modification or amendment of any loan, or the mortgaging, pledge or encumbrance of all or any part of the Property or any interest of the Company, as security for indebtedness incurred on behalf of the Company or otherwise, or the material modification or amendment of any such mortgage, pledge or encumbrance; (g) the making of calls for any Additional Capital Contributions or any other additional capital contributions from Members; (h) except as provided in Section 4.3 hereof, canceling, modifying, altering, changing or terminating the Architectural Services Agreement, the Construction Agreement, the Development Agreement, the Property Management Agreement, the Leasing Services Agreement or any other architectural services agreement, construction agreement, development agreement, property management agreement, leasing services agreement, or terminating the Architect, the Contractor, the Developer, the Property Manager or the Leasing Agent, or entering into a new architectural services agreement, construction agreement, development agreement, property management agreement or leasing services agreement; (i) changing the nature of the business of the Company or permitting the Company to enter into any business other than or in addition to that contemplated by this Agreement; (j) filing a petition for relief under the United States Bankruptcy Code, as amended, with respect to the Company, either in the Manager’s capacity as managing member or in its individual capacity, making an assignment for the benefit of creditors, applying for the appointment of a custodian, receiver or trustee for the Company or any of the Company’s property, consenting to any other bankruptcy or similar proceeding, consenting to the filing of such proceeding or admitting in writing the Company’s inability to pay its debts generally as they become due; (k) changing the name of the Company; (l) issuing guaranties on behalf of the Company of obligations of any Person whether or not in connection with the operation, improvement, management and maintenance of the Property, and in no event will the Company guaranty any of the obligations of any Affiliate of any Member; (m) causing the formation of any corporation or other subsidiary entity owned or controlled by the Company; (n) making investments other than as set forth in the Annual Plan, the Operating Budget, the Capital Budget or the Development Budget; (o) settling any dispute with any taxing authority concerning the computation or allocation of any item of Company income, gain, loss, deduction or credit for federal, state or local purposes; (p) in the event of the condemnation of less than all or substantially all of the Property, to elect to restore or not to restore the Property; (q) amending, modifying or terminating any lease or other arrangement involving the rental, use or occupancy of the Property or any part thereof, other than in the ordinary course of operating the Property or other than as may be contemplated by or permitted by the then approved leasing plan; (r) all decisions with respect to legal or tax matters (but excluding contests of real estate taxes) which matters in the reasonable judgment of CCDRC or Columbia could have a material adverse effect upon the Company, the Property or any Member, including, without limitation, any tax elections of the Company, change or adoption of any method of accounting, allocation of profit and loss or of depreciating Company property not specifically provided for herein, and any other tax return preparation decisions; (s) all decisions with respect to the Property to be granted by the Company under any Affiliate Agreement and, except as provided in Section 4.3 hereof, the execution, entering into, assigning, extending, amending, modifying or canceling of any Affiliate Agreement; (t) the exchange or subdivision of, or grant of an option with respect to, all or any portion of the Property, and the acquisition of any option with respect to the purchase of any real property or the granting or relocation of easements benefiting the Property, boundary line adjustments, road rights-of-way and other similar dispositions of interests in the Land; (u) except as required by Section 8.3 or by the other terms hereof, the distribution of any cash or other property of the Company; setting the level of reserves to be maintained by the Company; (v) the selection, removal or replacement of the Company Accountants; making any accounting decisions for the Company; and approving financial statements prepared by the Company’s auditors; (w) except to the extent required by a mortgagee under a Loan, decisions with respect to the insurance and fidelity bond coverages carried by the Company with respect to the Company and the Company’s assets, including, without limitation, the Property; (x) the selection of third parties, including, without limitation, architects, engineers, environmental consultants, attorneys or other professionals, to be employed or commissioned by the Company or on behalf of the Company, and the termination of any such third party, the Members hereby approving all such architects, engineers, consultants, attorneys and other third parties currently employed by Columbia or its Affiliates in connection with the acquisition of the Property and due diligence review thereof; (y) the entering into (including approval shall not be unreasonably withheld: of the terms and conditions thereof), assignment, cancellation, termination, extension, modification or amendment by the Company of (i) any Service Agreement unless such Service Agreement either (A) has a term of one (1) The adoption of, and any material supplement to, revision ofyear or less, or deviation from the Business Plan. (2B) Without limitation is cancelable on Subsection B(1) above, the adoption of, and any material supplement to, revision of, or deviation from any of the Budgets (subject to Subsection (3) below). Managing Member agrees to submit to the members, at least thirty (30) days prior days’ notice without penalty, or (ii) any contract pursuant to each calendar year which the Company will incur any obligation in excess of $25,000 or which has a term exceeding one year, notwithstanding the fact that the making of such expenditure was approved in the Annual Plan; (z) any decision with respect to any environmental matters affecting the Property; (aa) any merger or consolidation of the Company with or into any other entity or Person; (bb) making or agreeing to any changes to the zoning of the Property; and approving the terms and provisions of any restrictive covenants or easement agreements affecting the Property or any portion thereof; (cc) approving the admission to the Company of a successor or an additional Member; (dd) the making of all decisions required to be made by the Company with respect to the development of any portion of the Property; (ee) any decisions with respect to the liquidation of the Company upon the Company’s dissolution pursuant to Section 9.1 other than those of a ministerial nature; and (ff) all decisions with respect to the management of the Property and the Company during any period when (i) the term Company is in dissolution under Article IX hereof, (ii) there is no Manager or (iii) there is a dispute as to the proposed Operating Budget and Capital Budget for such calendar year, which shall be in the same form as the forms removal of the initial Operating Budget and Capital Budget attached as Exhibit "A" to the Management AgreementManager. Otherwise, and except as provided in this Section 4.5 and in Sections 4.4 and 9.2, the Manager shall have the right, in good faith, to take any and all action which proposed Operating Budget and Capital Budget the Manager shall be subject to the prior written approval of the Membersdeem necessary or appropriate, which shall not be unreasonably withheld. If the Operating Budget or Capital Budget is not approved in writing by the Members for any particular year, then until such Budgets are approved in writing by the Members, Managing Member shall obtain the Members' prior written approval of all capital expenditures (other than capital expenditures in accordance with the prior year's Budgets which were not expended in provisions hereof, with regard to the prior year but which are required to be expended by operations of the Company pursuant to authorized Company contracts)Company, and Managing Member the Members shall to the extent practicable operate within the prior year's approved Operating Budgetbe bound thereby as if they had joined in such action. (3) Any deviation from or expenditure inconsistent with any of the Budgets (or the entry into any agreement therefor). Notwithstanding the foregoing, the Members' consent to an expenditure payable to a third party exceeding the amount specified for such expenditure in any applicable Development Plan, Operating Budget and Capital Budget shall not be required in any of the following circumstances: (a) Managing Member, in his reasonable judgment, deems these to be an emergency requiring such expenditures to effectuate immediate action necessary for the protection of the Company Property or persons; (b) such expenditure would not cause the aggregate amount of the expenses (excluding the expenses described in Clause (c) below) within the applicable Budget to exceed one hundred fifteen percent (115%) of the entire amount of budgeted expenses (excluding the expenses described in Clause (c) below) in the applicable Budget (taking into account the amounts expended to date and reasonably anticipated expenses); or

Major Decisions. Managing Member shall fully consult with the Members at all times Except to the extent reasonably practicable, and each that the Property Management Agreement provides that various actions may be taken by the Property Manager without the consent of the following matters ("Major Decisions") must Company Subsidiary or the Company, no act shall be previously approved in writing taken, sum expended, decision made or obligation incurred by the Members, however, such approval shall not be unreasonably withheld: (1) The adoption of, and any material supplement to, revision of, or deviation from the Business Plan. (2) Without limitation on Subsection B(1) aboveCompany Subsidiary, the adoption ofCompany or the Manager with respect to a Major Decision, unless and any material supplement to, revision of, or deviation from any of until the Budgets (subject to Subsection (3) below). Managing Member agrees to submit to the members, at least thirty (30) days prior to each calendar year during the term hereof, the proposed Operating Budget and Capital Budget for such calendar year, which Members shall be in have approved the same form as pursuant to this Section 4.5. The Manager may, without the forms of the initial Operating Budget and Capital Budget attached as Exhibit "A" to the Management Agreement, and which proposed Operating Budget and Capital Budget shall be subject to the prior written approval consent of the Members, in all events make appropriate expenditures for items approved in the Annual Plan, subject to the requirements of Section 4.5. In the event of any need for consent of the Members to any Major Decision, the Manager shall make such request of the Members in writing together with any information reasonably necessary for the Members to make an informed decision. On receipt of said writing, the Members shall have ten (10) Business Days to either approve or disapprove of the Major Decision (except in the case of the approval of a proposed lease transaction, in which event the Members shall have five (5) Business Days to either approve or disapprove). Failure to respond within the applicable time limit shall be deemed disapproval. Notwithstanding anything to the contrary contained herein, in the event that WARC desires the Company Subsidiary or the Company to take an action with respect to any Major Decision, WARC shall recommend in writing to the Manager and CE (if it is not then serving as the Manager) that such action be taken. The Manager and CE (if it is not then serving as the Manager) shall have ten (10) Business Days to respond to said written recommendation. If the Manager and CE (if it is not then serving as the Manager) shall disagree with such recommendation, the Manager and CE (if it is not then serving as the Manager) shall so notify WARC in writing within such ten (10) Business Day period, but the Manager shall nevertheless be obligated to implement (or to the extent such action shall not be unreasonably withheld. If the Operating Budget or Capital Budget is not approved in writing by the Members for any particular year, then until such Budgets are approved in writing by the Members, Managing Member shall obtain the Members' prior written approval of all capital expenditures (other than capital expenditures in accordance with the prior year's Budgets which were not expended in the prior year but which are required Manager’s reasonable control, it shall use reasonable efforts to be expended by implement) such recommendation and CE shall have the Company pursuant right to authorized Company contracts)initiate the buy-sell contemplated in Section 10.2, as the Offeror, within such ten (10) Business Day period, and Managing Member shall without regard to the extent practicable operate within the prior year's approved Operating Budget. (3) Any deviation from or expenditure inconsistent with any of the Budgets (or the entry into any agreement therefor)lock-out period. Notwithstanding the foregoing, the Members' consent to an expenditure payable to a third party exceeding the amount specified for such expenditure in any applicable Development Plan, Operating Budget and Capital Budget Manager shall not be required to implement any recommendation by WARC to sell the Property or any portion thereof pursuant to Section 4.5(u) below. If the Manager is CE or an Affiliate of CE, any failure or refusal of the Manager to carry out WARC’s recommendation shall be deemed a Default by both the Manager and CE under this Agreement. Notwithstanding any provision contained herein to the contrary, at any time under this Agreement that WARC exercises its right to perform an obligation of the Manager on behalf of the Manager in accordance with Section 4.1(e) or requests that the Manager carry out WARC’s recommendation with respect to a Major Decision as set forth above, WARC agrees to use its good faith business judgment while exercising such right or in making such request. The term “Major Decisions”, as used in this Agreement, shall mean any decision with respect to the Company, the Company Subsidiary or the Property which involves (i) any matters specifically stated in this Agreement to require the unanimous decision of the Members or (ii) any of the following circumstances: matters: (a) Managing Memberthe approval and/or modification of each Annual Plan, Operating Budget, Capital Budget, Leasing Plan and Development Budget (or quarterly review and updating of any thereof), including the approval, consent or authorization by the Company of unbudgeted expenditures in his reasonable judgment, deems these excess of $50,000 in the aggregate; (b) the form and substance of each lease proposed to be entered into by the Company Subsidiary, except for office leases covering 5,000 rentable square feet of space or less that are entered into on the standard office lease form attached hereto as Exhibit E and which are in compliance with and are contemplated by the Leasing Plan; (c) all plans and specifications, contracts and expenditure of funds in connection with the development of, expansion of, or renovation of, the Property and all projects in connection with tenant improvement work to be performed by the Company Subsidiary, all as contemplated by the Operating Budget and the Capital Budget (in connection with giving or withholding their approval to any development, expansion or modification of the Property, WARC shall be entitled to review and approve proposed capital and operating budgets (with appropriate contingencies) and any other aspects of the proposal which would otherwise constitute Major Decisions, including, without limitation, the actual terms and conditions under which any such work shall be performed and the consideration to be paid by the Company Subsidiary and any decision by the Members to modify, delay or forgo such work); (d) the institution, settlement or any other decision with respect to any lawsuit, claim, counterclaim or other legal proceeding by or against the Company Subsidiary or the Company with an emergency requiring such expenditures to effectuate immediate action necessary for amount at issue or risk in excess of $50,000 in the protection aggregate, including, without limitation, confessing a judgment against the Company Subsidiary or the Company, accepting the settlement, compromise or payment of any claim asserted against the Company Subsidiary or the Company or any of its property and assets (including, without limitation, claims covered by the policies of insurance maintained by or on behalf of the Company Subsidiary or the Company), or asserted by the Company Subsidiary or the Company in respect of the foregoing, provided, however, that all claims, settlements and other decisions relating to (i) a condemnation or proposed condemnation of the Land or any portion thereof, (ii) any casualty of the Property or persons; (biii) such expenditure would not cause matters in which the aggregate amount Company Subsidiary or the Company may admit to criminal liability or penalty, shall require the approval of WARC; (e) the acquisition of any additional real property by the Company Subsidiary or the Company (other than the Property), provided that in no event shall any additional real property be acquired other than real property which is adjacent to the Land and is intended to be used in connection with the Land, or the disposition of all or any portion of the expenses (excluding the expenses described in Clause (c) below) within the applicable Budget to exceed one hundred fifteen percent (115%) real property of the entire amount Company Subsidiary or the Company; (f) the commitment by the Company Subsidiary or the Company to accept, enter into or refinance, whether as borrower or lender, any loan, or the material modification or amendment of budgeted expenses any loan, or the mortgaging, pledge or encumbrance of all or any part of the Property or any interest of the Company Subsidiary or the Company, as security for indebtedness incurred on behalf of the Company Subsidiary or the Company or otherwise, or the material modification or amendment of any such mortgage, pledge or encumbrance; (excluding g) the expenses described making of calls for any Additional Capital Contributions or any other additional capital contributions from Members; (h) except as provided in Clause Section 4.3 hereof, canceling, modifying, altering, changing or terminating the Property Management Agreement, the Leasing Services Agreement or any other property management agreement, leasing services agreement or a development agreement, or terminating the Property Manager or the Leasing Agent, or entering into a new property management agreement, leasing services agreement or a development agreement; (ci) belowchanging the nature of the business of the Company Subsidiary or the Company or permitting the Company Subsidiary or the Company to enter into any business other than or in addition to that contemplated by this Agreement; (j) filing a petition for relief under the United States Bankruptcy Code, as amended, with respect to the Company Subsidiary or the Company, whether as the sole member of the Company Subsidiary, in the Manager’s capacity as manager of the Company or in its individual capacity, making an assignment for the benefit of creditors, applying for the appointment of a custodian, receiver or trustee for the Company Subsidiary, the Company or any of the Company Subsidiary’s or the Company’s property, consenting to any other bankruptcy or similar proceeding, consenting to the filing of such proceeding or admitting in writing the Company Subsidiary’s or Company’s inability to pay its debts generally as they become due; (k) changing the name of the Company Subsidiary or the Company; (l) issuing guaranties on behalf of the Company Subsidiary or the Company of obligations of any Person whether or not in connection with the operation, improvement, management and maintenance of the Property, and in no event will the Company Subsidiary or the Company guaranty any of the obligations of any Affiliate of any Member; (m) causing the formation of any corporation or other subsidiary entity owned or controlled by the Company Subsidiary or the Company; (n) making investments other than as set forth in the Annual Plan, the Operating Budget or the Capital Budget; (o) settling any dispute with any taxing authority concerning the computation or allocation of any item of Company Subsidiary or Company income, gain, loss, deduction or credit for federal, state or local purposes; (p) in the applicable Budget event of the condemnation of less than all or substantially all of the Property, to elect to restore or not to restore the Property; (taking q) amending, modifying or terminating any lease or other arrangement involving the rental, use or occupancy of the Property or any part thereof, other than in the ordinary course of operating the Property or other than as may be contemplated by or permitted by the then approved leasing plan; (r) all decisions with respect to legal or tax matters (but excluding contests of real estate taxes) which matters in the reasonable judgment of WARC or CE could have a material adverse effect upon the Company, the Company Subsidiary, the Property or any Member, including, without limitation, any tax elections of the Company Subsidiary or the Company, change or adoption of any method of accounting, allocation of profit and loss or of depreciating Company Subsidiary or Company property not specifically provided for herein, and any other tax return preparation decisions; (s) all decisions with respect to the Property to be granted by the Company Subsidiary or the Company under any Affiliate Agreement and, except as provided in Section 4.3 hereof, the execution, entering into, assigning, extending, amending, modifying or canceling of any Affiliate Agreement; (t) the exchange or subdivision of, or grant of an option with respect to, all or any portion of the Property, and the acquisition of any option with respect to the purchase of any real property or the granting or relocation of easements benefiting the Property, boundary line adjustments, road rights-of-way and other similar dispositions of interests in the Land; (u) the sale of the Property or any portion thereof; (v) the sale of any interest in the Company Subsidiary; (w) except as required by Section 8.3 or by the other terms hereof, the distribution of any cash or other property of the Company Subsidiary or the Company; setting the level of reserves to be maintained by the Company and the Company Subsidiary; (x) the selection, removal or replacement of the Company Accountants; making any accounting decisions for the Company; and approving financial statements prepared by the Company’s auditors; (y) except to the extent required by a mortgagee under a Loan, decisions with respect to the insurance and fidelity bond coverages carried by the Company Subsidiary or the Company with respect to the Company Subsidiary, the Company and each such Person’s assets, including, without limitation, the Property; (z) the selection of third parties, including, without limitation, architects, engineers, environmental consultants, attorneys or other professionals, to be employed or commissioned by the Company Subsidiary or the Company or on behalf of the Company Subsidiary or the Company, and the termination of any such third party, the Members hereby approving all such architects, engineers, consultants, attorneys and other third parties currently employed by CE or its Affiliates in connection with the acquisition of the Property and due diligence review thereof; (aa) the entering into account (including approval of the amounts expended terms and conditions thereof), assignment, cancellation, termination, extension, modification or amendment by the Company of (i) any Service Agreement unless such Service Agreement either (A) has a term of one (1) year or less, or (B) is cancelable on thirty (30) days’ notice without penalty, or (ii) any contract pursuant to date which the Company will incur any obligation in excess of $25,000 or which has a term exceeding one year, notwithstanding the fact that the making of such expenditure was approved in the Annual Plan; (bb) any decision with respect to any environmental matters affecting the Property; (cc) any merger or consolidation of the Company Subsidiary or the Company with or into any other entity or Person; (dd) making or agreeing to any changes to the zoning of the Property; and reasonably anticipated expenses)approving the terms and provisions of any restrictive covenants or easement agreements affecting the Property or any portion thereof; (ee) approving the admission to the Company Subsidiary or the Company of a successor or an additional Member; (ff) the making of all decisions required to be made by the Company Subsidiary or the Company with respect to the development of any portion of the Property; (gg) any decisions with respect to (i) the liquidation of the Company upon the Company’s dissolution pursuant to Section 9.1 or (ii) the liquidation of the Company Subsidiary upon the Company Subsidiary’s dissolution pursuant to the organizational documents of any Company Subsidiary, other than those of a ministerial nature; orand (hh) all decisions with respect to the management of the Property, the Company Subsidiary and the Company during any period when (i) the Company Subsidiary or the Company is in dissolution, (ii) there is no Manager or (iii) there is a dispute as to the removal of the Manager. Otherwise, and except as provided in this Section 4.5 and in Sections 4.4 and 9.2, the Manager shall have the right, in good faith, to take any and all action which the Manager shall deem necessary or appropriate, in accordance with the provisions hereof, with regard to the operations of the Company Subsidiary and the Company, and the Members shall be bound thereby as if they had joined in such action.

Major Decisions. (a) Except to the extent otherwise specifically provided for in this Agreement, no act shall be taken, sum expended, decision made, approval granted or obligation incurred by the Company or the Managing Member with respect to a Major Decision unless and until the same shall have been approved by both Members. Major Decisions may be proposed by the Managing Member or GEPT SPE at any time (provided that GEPT SPE may not propose a sale within two (2) years from the date of this Agreement unless (x) AA SPE is in Default, or (y) AA SPE has called for an Additional Capital Contribution). For so long as AA SPE is the Managing Member, if either Member shall decide to propose a Major Decision as provided aforesaid, such proposal shall be made to the other Member in writing (which writing shall include a statement to the effect that the proposed decision is a “Major Decision” under this Section 4.6), together with, to the extent then reasonably available to the proposing Member, any material information known to the proposing Member which is reasonably necessary for the other Member to make an informed decision (it being understood that following the removal of AA SPE as Managing Member and until AA SPE shall be reinstalled (if ever) as Managing Member, no such notice shall be required). Upon receipt of the proposed Major Decision and such information, the other Member shall have fifteen (15) days to either approve or disapprove, in its sole discretion, the proposed Major Decision. Failure to deliver a written approval within the applicable time limit shall be deemed a denial of approval. Each Member who disapproves (or is deemed to have disapproved) a proposed Major Decision shall notify the other Member promptly, in writing, of its reasons for such disapproval if requested to do so by the other Member (it being understood, however, that the foregoing is not intended to limit the discretion of a Member in determining whether to approve or disapprove a Major Decision). (b) Except as otherwise provided in this Agreement, the Managing Member shall fully consult with (and shall have the Members at right and obligation to), in good faith, take any and all times to action which the extent reasonably practicable, and each of the following matters ("Major Decisions") must be previously approved in writing by the Members, however, such approval shall not be unreasonably withheld: (1) The adoption of, and any material supplement to, revision of, or deviation from the Business Plan. (2) Without limitation on Subsection B(1) above, the adoption of, and any material supplement to, revision of, or deviation from any of the Budgets (subject to Subsection (3) below). Managing Member agrees to submit to the membersdeems necessary or appropriate, at least thirty (30) days prior to each calendar year during the term hereof, the proposed Operating Budget and Capital Budget for such calendar year, which shall be in the same form as the forms of the initial Operating Budget and Capital Budget attached as Exhibit "A" to the Management Agreement, and which proposed Operating Budget and Capital Budget shall be subject to the prior written approval of the Members, which shall not be unreasonably withheld. If the Operating Budget or Capital Budget is not approved in writing by the Members for any particular year, then until such Budgets are approved in writing by the Members, Managing Member shall obtain the Members' prior written approval of all capital expenditures (other than capital expenditures in accordance with the prior year's Budgets which were not expended in provisions hereof, with regard to the prior year but which are required operations of the Company, to be expended effectuate Major Decisions approved by the Company pursuant to authorized Company contracts)both Members, and Managing Member GEPT SPE shall be bound thereby as if it had joined in such action. The provisions of this Section 4.6 are subject to the extent practicable operate within the prior year's approved Operating Budgetlimitations set forth in Section 13.28. (3) Any deviation from or expenditure inconsistent with any of the Budgets (or the entry into any agreement therefor). Notwithstanding the foregoing, the Members' consent to an expenditure payable to a third party exceeding the amount specified for such expenditure in any applicable Development Plan, Operating Budget and Capital Budget shall not be required in any of the following circumstances: (a) Managing Member, in his reasonable judgment, deems these to be an emergency requiring such expenditures to effectuate immediate action necessary for the protection of the Company Property or persons; (b) such expenditure would not cause the aggregate amount of the expenses (excluding the expenses described in Clause (c) below) within the applicable Budget to exceed one hundred fifteen percent (115%) of the entire amount of budgeted expenses (excluding the expenses described in Clause (c) below) in the applicable Budget (taking into account the amounts expended to date and reasonably anticipated expenses); or

Major Decisions. Managing Member shall fully consult with the Members at all times Subject to the extent reasonably practicableSection 17.4, and each before consenting to or taking, as applicable, any of the following matters actions described below ("each, a “Major Decisions"Decision”), the Agent shall be required (x) must be previously approved to notify the other Participant in writing of any proposal to take such action (unless such action was proposed in writing by the Membersother Participant), howeverand (y) to provide the other Participant with such information requested by the other Participant as may be necessary in the reasonable judgment of the other Participant in order to make an informed evaluation of the proposal. If the Agent is the Junior Participant, such approval the Agent shall not be unreasonably withheld: (1) The adoption of, and any material supplement to, revision of, consent to or deviation from take the Business Plan. (2) Without limitation on Subsection B(1) above, the adoption of, and any material supplement to, revision of, or deviation from any of the Budgets (subject to Subsection (3) below). Managing Member agrees to submit to the members, at least thirty (30) days prior to each calendar year during the term hereof, the proposed Operating Budget and Capital Budget for such calendar year, which shall be in the same form as the forms of the initial Operating Budget and Capital Budget attached as Exhibit "A" to the Management Agreement, and which proposed Operating Budget and Capital Budget shall be subject to Major Decision without the prior written approval of the MembersSenior Participant. Such prior written approval may be withheld in Senior Participant’s sole discretion; except that if, which under the Loan Documents or applicable law Agent is under a duty to Borrower not to unreasonably withhold consent or approval with respect to the proposed Major Decision, then Senior Participant shall be under an equivalent duty hereunder not be to unreasonably withheldwithhold consent or approval. If the Operating Budget or Capital Budget Agent is not approved in writing by the Members for any particular yearSenior Participant, then until such Budgets are approved in writing by the Members, Managing Member shall obtain the Members' prior written approval of all capital expenditures (other than capital expenditures in accordance with the prior year's Budgets which were not expended in the prior year but which are required subject to be expended by the Company pursuant to authorized Company contracts)Section 17.3, and Managing Member shall to the extent practicable operate within the prior year's approved Operating Budget. (3) Any deviation from or expenditure inconsistent provided that Junior Participant has been provided with any of the Budgets (or the entry into any agreement therefor). Notwithstanding the foregoingnotice, the Members' consent to an expenditure payable to a third party exceeding the amount specified for such expenditure information, and consultation rights as provided in any applicable Development PlanSection 17.1 and Section 17.2, Operating Budget and Capital Budget Agent shall not be required to obtain the consent of Junior Participant before consenting to or taking the Major Decision (but Agent shall still be required to act in accordance with Accepted Servicing Practices); except that Junior Participant’s consent shall continue to be required, even if Senior Participant has become the Agent, for any agreement that constitutes a permanent write-off of principal or the substantial equivalent thereof. Major Decision shall mean each of the following: (i) Release or accept any substitution of collateral for the Loan, or approve of any transfer of any such collateral, other than in accordance with and as specifically permitted (without the Lender’s consent) by the terms of the Loan Documents, or upon full satisfaction of the Loan; except that Major Decision shall not include evaluating and approving Borrower’s requests for disbursement of funds from deposits, reserves, or escrows held or controlled by Agent. (ii) Release of Borrower or any Borrower Related Party from liability under or with respect to the Loan, or modify, amend, release or waive rights or obligations under any guaranty provided in connection with the Loan. (iii) Make any determination not to enforce a “due-on-sale” or “due on encumbrance” clause (unless such clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by the Borrower. (iv) Agree to or grant (A) any modification or waiver of a monetary term of the Loan or any modification of, or waiver with respect to, the Loan, (B) except for an extension agreement or forbearance agreement in either case not to exceed one (1) year beyond the Maturity Date, any change of the Maturity Date, (C) any reduction in the interest rate, Yield Maintenance Premium, or Exit Fee, (D) a deferral or a forgiveness of interest on or principal of the Loan, (E) other than extension agreements described above, any modification or waiver of any other monetary term of the Loan relating to the timing or amount of any payment of principal or interest or any other sums due and payable under the Loan Documents, or (F) any modification or waiver of any provision of the Loan which restricts the Borrower or its equity owners from incurring additional indebtedness. (v) Subject to the express rights (if any) of Borrower and Borrower Related Parties under the Loan Documents to do so without Lender’s consent, consent to any sale, transfer, pledge or assignment of the collateral for the Loan or of any controlling interest in Borrower. (vi) Agree to any material changes to, or grant any waivers of any of, the insurance requirements pertaining to insurance required under the Loan Documents or the disposition of insurance or condemnation proceeds, or settle any material insurance claim. (vii) Consent to any further encumbrance of the Collateral or incurrence of additional debt by Borrower (except as permitted by the Loan Agreement). (viii) Exercise any offsets against collateral of Borrower or collateral for the Loan held by or under the control of Agent. (ix) Agree to an acquisition of any collateral by deed-in-lieu of foreclosure. (x) Agree to any proposed sale of the collateral or any REO Property unless as a result thereof all amounts due Senior Participant shall be paid in full. (xi) Make any determination to bring any collateral into compliance with environmental laws or otherwise deal with hazardous materials. (xii) Agree to any modification of escrow or reserve requirements. (xiii) Consent to or accept any cancellation or termination of any of the following circumstances: (a) Managing Member, in his reasonable judgment, deems these Loan Documents; agree to be an emergency requiring such expenditures to effectuate immediate action necessary any transfer or termination of any instrument now or hereafter assigned as security for the protection Loan; or release, partially or fully, any collateral for the Loan, except in connection with the full repayment of the Company Property Loan or persons; pursuant to the express terms of the Loan Documents. (bxiv) such expenditure would not cause Increase the aggregate principal amount of the expenses Loan except for (excluding A) Loan Advances which Lender, pursuant to the expenses described Loan Documents, committed to make, (B) increases resulting from the assessment or accrual to the Loan Principal Balance of delinquent interest, Default Interest, Late Charges, or Costs chargeable to Borrower under the Loan Documents and applicable law and custom, and (C) Protective Advances to the extent permitted hereunder. (xv) Amend any intercreditor, buy-sell, recognition or subordination agreement relating to the Loan (provided that, for clarification, this shall not be construed to apply to the Option Agreement). (xvi) Approve any direct or indirect transfer of ownership or beneficial interest in Clause (c) below) within the applicable Budget to exceed one hundred fifteen percent (115%) Borrower, any assumption of the entire amount Loan or release of budgeted expenses (excluding Borrower other than as expressly contemplated by the expenses described in Clause (c) below) Loan Documents on the date hereof, or grant any consent to any material change in the applicable Budget Organizational Documents of Borrower other than changes expressly contemplated by the Loan Documents. (taking into account the amounts expended xvii) Waive any condition to date and reasonably anticipated expensesan advance of Loan proceeds (provided that, with respect to this Major Decision, Senior Participant’s approval shall be deemed given unless its objection is duly reserved in an Objection Narrative); or. (xviii) Take any action or make any determination which is an REO Major Decision.

Major Decisions. All Major Decisions shall be made upon the recommendation of the Managing Member and shall fully consult require the approval of Xxxxxx, which approval, except as otherwise expressly set forth with the Members at all times respect to the extent reasonably practicablesuch Major Decision, and each of the following matters ("Major Decisions") must be previously approved in writing by the Members, however, such approval shall not be unreasonably withheld, conditioned or delayed. Xxxxxx shall appoint an individual to act as its Authorized Representative for all purposes, including the granting of approval. Xxxxxx hereby appoints Xxxxx X. Xxxxxx as its initial Authorized Representative, and may at any time, upon prior written notice to the Managing Member, appoint Xxxxx X. Xxxxxxxx as a successor Authorized Representative. Except as provided in the preceding sentence, Xxxxxx shall not replace its Authorized Representative without the prior written consent of the Managing Member. Major Decisions (“Major Decisions”) shall be comprised exclusively of the following: (1i) The adoption of, and any material supplement to, revision of, or deviation from the Business Plan. (2) Without limitation on Subsection B(1) above, the adoption of, and any material supplement to, revision of, or deviation from any of the Budgets (subject to Subsection (3) below). Managing Member agrees to submit to the members, at least thirty (30) days prior to each calendar year during the term hereof, the proposed Operating Budget and Capital Budget for such calendar year, which shall be in the same form as the forms of the initial Operating Budget and Capital Budget attached as Exhibit "A" to the Management Agreement, and which proposed Operating Budget and Capital Budget shall be subject to the prior written terms set forth in Article VIII hereof, entering into an agreement or option to sell, transfer, assign or otherwise dispose of all or any part of the Property, the Company Assets and/or any Subsidiary’s assets (except, in each case, immaterial items of personal property sold in the ordinary course of business), or entering into any ACTIVE 203377524v.3 amendment, renegotiation, modification, supplement or extension of any agreement or option to sell, transfer, assign or otherwise dispose of all or any portion of any Company Asset and/or any Subsidiary’s assets (except, in each case, immaterial items of personal property sold in the ordinary course of business); (ii) approving capital expenditures in excess of $500,000 in any Fiscal Year which are not expressly reflected in the Capital Plan by a specific line item or other specific designation, other than Emergency Expenditures and/or Non-Controllable Expenditures or expenditures under Section 6.1(ix), which may be incurred without the approval of Xxxxxx; (iii) creating or incurring any indebtedness, encumbrance, lien, security interest or charge of any kind on any Company Assets, or any assets of any Subsidiary; provided, that the Members, which shall not be unreasonably withheld. If the Operating Budget or Capital Budget is not approved in writing by the Members for any particular year, then until such Budgets are approved in writing by the Members, Managing Member shall obtain may, without the Members' prior written approval of all capital expenditures (other than capital expenditures Xxxxxx, cause the Company or any Subsidiary to enter into a Qualified Financing; and provided, further, trade payables incurred in accordance with the prior year's Budgets which were Approved Budget that remain outstanding for not expended more than one-hundred and eighty (180) days shall not require the approval of Xxxxxx, and the Managing Member may, without the approval of Xxxxxx, cause the Company or any Subsidiary to incur indebtedness on commercially reasonable terms in the prior year but which are required ordinary course of business in an amount not to be expended by exceed $150,000 (increased annually based on the Company pursuant to authorized Company contracts), and Managing Member shall to percentage increase in the extent practicable operate within CPI Index over the prior year's approved Operating Budget.) in any Fiscal Year; (3iv) Any deviation from causing the Company and/or any Subsidiary to file or expenditure inconsistent consent to or acquiesce in any petition with respect to the Company and/or any Subsidiary under any chapter of Title 11 of the United States Bankruptcy Code or any similar law or regulation, seeking the appointment of a custodian, receiver or trustee of any of the Budgets Company Assets and/or any Subsidiary’s assets, making an assignment for the benefit of creditors, or admitting on behalf of the Company and/or any Subsidiary that the Company and/or any Subsidiary is insolvent or unable to pay its or their debts as they come due; Xxxxxx’x approval with respect to this clause (iv) may be granted or withheld in its sole discretion; (v) approving or disapproving a creditors’ plan, the filing of an involuntary petition of bankruptcy or the entry into dismissal or discharge of a claim of bankruptcy in connection with bankruptcy proceedings involving any agreement therefor). Notwithstanding Person contracting with the foregoingCompany and/or any Subsidiary; Xxxxxx’x approval with respect to this clause (v) may be granted or withheld in its sole discretion; (vi) except as expressly provided or permitted in this Agreement, the Members' consent to an expenditure payable to a third party exceeding the amount specified for such expenditure in any applicable Development Plan, Operating Budget and Capital Budget shall not be required in any of the following circumstances: (a) Managing Member, in his reasonable judgment, deems these to be an emergency requiring such expenditures to effectuate immediate action necessary for the protection admitting any Person as a Member of the Company Property Company, or persons; admitting any Person as partner, member, shareholder, trustee, or beneficiary of any Subsidiary, as applicable, (b) such expenditure would not cause issuing or selling any interests in the aggregate amount of the expenses (excluding the expenses described Company and/or in Clause any Subsidiary, or (c) below) within the applicable Budget to exceed one hundred fifteen percent (115%) causing or permitting a Transfer of the entire amount of budgeted expenses (excluding the expenses described in Clause (c) below) Interest in the applicable Budget Company and/or the interests in any Subsidiary; and (taking into account vii) amending this Agreement or the amounts expended to date and reasonably anticipated expenses); orCertificate in any material respect.

Major Decisions. Managing Member shall fully consult with the Members at all times Except to the extent that the Property Management Agreement provides that various actions may be taken by the Property Manager without the consent of the Company Subsidiary or the Company, no act shall be taken, sum expended, decision made or obligation incurred by the Company Subsidiary, the Company or the Manager with respect to a Major Decision, unless and until the Members shall have approved the same pursuant to this Section 4.5. The Manager may, without the consent of the Members, in all events make appropriate expenditures for items approved in the Annual Plan, subject to the requirements of Section 4.5. In the event of any need for consent of the Members to any Major Decision, the Manager shall make such request of the Members in writing together with any information reasonably practicablenecessary for the Members to make an informed decision. On receipt of said writing, the Members shall have ten (10) Business Days to either approve or disapprove of the Major Decision (except in the case of the approval of a proposed lease transaction, in which event the Members shall have five (5) Business Days to either approve or disapprove). Failure to respond within the applicable time limit shall be deemed disapproval. Notwithstanding anything to the contrary contained herein, in the event that the Acquisition Members desire the Company Subsidiary or the Company to take an action with respect to any Major Decision, the Acquisition Members shall recommend in writing to the Manager and each Cxxx that such action be taken. The Manager and Cxxx shall have ten (10) Business Days to respond to said written recommendation. If the Manager and Cxxx shall disagree with such recommendation, the Manager and Cxxx shall so notify the Acquisition Members in writing within such ten (10) Business Day period, but the Manager shall nevertheless be obligated to implement (or to the extent such action shall not be in the Manager’s reasonable control, it shall use reasonable efforts to implement) such recommendation. If Cxxx is an Affiliate of the Manager, any failure or refusal of the Manager to carry out the Acquisition Members’ recommendation shall be deemed a Default by both the Manager and Cxxx under this Agreement. Notwithstanding any provision contained herein to the contrary, at any time under this Agreement that the Acquisition Members exercise their right to perform an obligation of the Manager on behalf of the Manager in accordance with Section 4.1(e) or request that the Manager carry out the Acquisition Members’ recommendation with respect to a Major Decision as set forth above, the Acquisition Members agree to use their good faith business judgment while exercising such right or in making such request. The term “Major Decisions”, as used in this Agreement, shall mean any decision with respect to the Company, the Company Subsidiary or the Property which involves (i) any matters specifically stated in this Agreement to require the unanimous decision of the Members or (ii) any of the following matters matters: ("a) the approval and/or modification of each Annual Plan, Operating Budget, Capital Budget, Leasing Plan and Development Budget (or quarterly review and updating of any thereof), including the approval, consent or authorization by the Company of unbudgeted expenditures in excess of $50,000 in the aggregate; (b) the form and substance of each lease proposed to be entered into by the Company Subsidiary; (c) all plans and specifications, contracts and expenditure of funds in connection with the development of, expansion of, or renovation of, the Property and all projects in connection with tenant improvement work to be performed by the Company Subsidiary, all as contemplated by the Operating Budget and the Capital Budget (in connection with giving or withholding their approval to any development, expansion or modification of the Property, the Acquisition Members shall be entitled to review and approve proposed capital and operating budgets (with appropriate contingencies) and any other aspects of the proposal which would otherwise constitute Major Decisions") must , including, without limitation, the actual terms and conditions under which any such work shall be previously approved in writing performed and the consideration to be paid by the MembersCompany Subsidiary and any decision by the Members to modify, delay or forgo such work); (d) the institution, settlement or any other decision with respect to any lawsuit, claim, counterclaim or other legal proceeding by or against the Company Subsidiary or the Company with an amount at issue or risk in excess of $50,000 in the aggregate, including, without limitation, confessing a judgment against the Company Subsidiary or the Company, accepting the settlement, compromise or payment of any claim asserted against the Company Subsidiary or the Company or any of its property and assets (including, without limitation, claims covered by the policies of insurance maintained by or on behalf of the Company Subsidiary or the Company), or asserted by the Company Subsidiary or the Company in respect of the foregoing, provided, however, that all claims, settlements and other decisions relating to (i) a condemnation or proposed condemnation of the Land or any portion thereof, (ii) any casualty of the Property or (iii) matters in which the Company Subsidiary or the Company may admit to criminal liability or penalty, shall require the approval of the Acquisition Members; (e) the acquisition of any additional real property by the Company Subsidiary or the Company (other than the Property), provided that in no event shall any additional real property be acquired other than real property which is adjacent to the Land and is intended to be used in connection with the Land, or the disposition of all or any portion of the real property of the Company Subsidiary or the Company; (f) the commitment by the Company Subsidiary or the Company to accept, enter into or refinance, whether as borrower or lender, any loan, or the material modification or amendment of any loan, or the mortgaging, pledge or encumbrance of all or any part of the Property or any interest of the Company Subsidiary or the Company, as security for indebtedness incurred on behalf of the Company Subsidiary or the Company or otherwise, or the material modification or amendment of any such mortgage, pledge or encumbrance; (g) the making of calls for any Additional Capital Contributions or any other additional capital contributions from Members; (h) except as provided in Section 4.3 hereof, canceling, modifying, altering, changing or terminating the Property Management Agreement, the Leasing Services Agreement or any other property management agreement, leasing services agreement or a development agreement, or terminating the Property Manager or the Leasing Agent, or entering into a new property management agreement, leasing services agreement or a development agreement; (i) changing the nature of the business of the Company Subsidiary or the Company or permitting the Company Subsidiary or the Company to enter into any business other than or in addition to that contemplated by this Agreement; (j) filing a petition for relief under the United States Bankruptcy Code, as amended, with respect to the Company Subsidiary or the Company, whether as the sole member of the Company Subsidiary, in the Manager’s capacity as manager of the Company or in its individual capacity, making an assignment for the benefit of creditors, applying for the appointment of a custodian, receiver or trustee for the Company Subsidiary, the Company or any of the Company Subsidiary’s or the Company’s property, consenting to any other bankruptcy or similar proceeding, consenting to the filing of such proceeding or admitting in writing the Company Subsidiary’s or Company’s inability to pay its debts generally as they become due; (k) changing the name of the Company Subsidiary or the Company; (l) issuing guaranties on behalf of the Company Subsidiary or the Company of obligations of any Person whether or not in connection with the operation, improvement, management and maintenance of the Property, and in no event will the Company Subsidiary or the Company guaranty any of the obligations of any Affiliate of any Member; (m) causing the formation of any corporation or other subsidiary entity owned or controlled by the Company Subsidiary or the Company; (n) making investments other than as set forth in the Annual Plan, the Operating Budget or the Capital Budget; (o) settling any dispute with any taxing authority concerning the computation or allocation of any item of Company Subsidiary or Company income, gain, loss, deduction or credit for federal, state or local purposes; (p) in the event of the condemnation of less than all or substantially all of the Property, to elect to restore or not to restore the Property; (q) amending, modifying or terminating any lease or other arrangement involving the rental, use or occupancy of the Property or any part thereof, other than in the ordinary course of operating the Property or other than as may be contemplated by or permitted by the then approved leasing plan; (r) all decisions with respect to legal or tax matters (but excluding contests of real estate taxes) which matters in the reasonable judgment of the Acquisition Members or Cxxx could have a material adverse effect upon the Company, the Company Subsidiary, the Property or any Member, including, without limitation, any tax elections of the Company Subsidiary or the Company, change or adoption of any method of accounting, allocation of profit and loss or of depreciating Company Subsidiary or Company property not specifically provided for herein, and any other tax return preparation decisions; (s) all decisions with respect to the Property to be granted by the Company Subsidiary or the Company under any Affiliate Agreement and, except as provided in Section 4.3 hereof, the execution, entering into, assigning, extending, amending, modifying or canceling of any Affiliate Agreement; (t) the exchange or subdivision of, or grant of an option with respect to, all or any portion of the Property, and the acquisition of any option with respect to the purchase of any real property or the granting or relocation of easements benefiting the Property, boundary line adjustments, road rights-of-way and other similar dispositions of interests in the Land; (u) except as required by Section 8.3 or by the other terms hereof, the distribution of any cash or other property of the Company Subsidiary or the Company; setting the level of reserves to be maintained by the Company and the Company; (v) the selection, removal or replacement of the Company Accountants; making any accounting decisions for the Company; and approving financial statements prepared by the Company’s auditors; (w) except to the extent required by a mortgagee under a Loan, decisions with respect to the insurance and fidelity bond coverages carried by the Company Subsidiary or the Company with respect to the Company Subsidiary, the Company and each such Person’s assets, including, without limitation, the Property; (x) the selection of third parties, including, without limitation, architects, engineers, environmental consultants, attorneys or other professionals, to be employed or commissioned by the Company Subsidiary or the Company or on behalf of the Company Subsidiary or the Company, and the termination of any such third party, the Members hereby approving all such architects, engineers, consultants, attorneys and other third parties currently employed by Cxxx or its Affiliates in connection with the acquisition of the Property and due diligence review thereof; (y) the entering into (including approval shall not be unreasonably withheld: of the terms and conditions thereof), assignment, cancellation, termination, extension, modification or amendment by the Company of (i) any Service Agreement unless such Service Agreement either (A) has a term of one (1) The adoption of, and any material supplement to, revision ofyear or less, or deviation from the Business Plan. (2B) Without limitation is cancelable on Subsection B(1) above, the adoption of, and any material supplement to, revision of, or deviation from any of the Budgets (subject to Subsection (3) below). Managing Member agrees to submit to the members, at least thirty (30) days prior days’ notice without penalty, or (ii) any contract pursuant to each calendar year during which the Company will incur any obligation in excess of $25,000 or which has a term hereofexceeding one year, notwithstanding the fact that the making of such expenditure was approved in the Annual Plan; (z) any decision with respect to any environmental matters affecting the Property; (aa) any merger or consolidation of the Company Subsidiary or the Company with or into any other entity or Person; (bb) making or agreeing to any changes to the zoning of the Property; and approving the terms and provisions of any restrictive covenants or easement agreements affecting the Property or any portion thereof; (cc) approving the admission to the Company Subsidiary or the Company of a successor or an additional Member; (dd) the making of all decisions required to be made by the Company Subsidiary or the Company with respect to the development of any portion of the Property; (ee) any decisions with respect to (i) the liquidation of the Company upon the Company’s dissolution pursuant to Section 9.1 or (ii) the liquidation of the Company Subsidiary upon the Company Subsidiary’s dissolution pursuant to the Company Subsidiary LLC Agreement, other than those of a ministerial nature; and (ff) all decisions with respect to the management of the Property, the proposed Operating Budget Company Subsidiary and Capital Budget for such calendar yearthe Company during any period when (i) the Company Subsidiary or the Company is in dissolution, which shall be in (ii) there is no Manager or (iii) there is a dispute as to the same form as the forms removal of the initial Operating Budget and Capital Budget attached as Exhibit "A" to the Management AgreementManager. Otherwise, and except as provided in this Section 4.5 and in Sections 4.4 and 9.2, the Manager shall have the right, in good faith, to take any and all action which proposed Operating Budget and Capital Budget the Manager shall be subject to the prior written approval of the Membersdeem necessary or appropriate, which shall not be unreasonably withheld. If the Operating Budget or Capital Budget is not approved in writing by the Members for any particular year, then until such Budgets are approved in writing by the Members, Managing Member shall obtain the Members' prior written approval of all capital expenditures (other than capital expenditures in accordance with the prior year's Budgets which were not expended in provisions hereof, with regard to the prior year but which are required to be expended by operations of the Company pursuant to authorized Company contracts)Subsidiary and the Company, and Managing Member the Members shall to the extent practicable operate within the prior year's approved Operating Budget. (3) Any deviation from or expenditure inconsistent with any of the Budgets (or the entry into any agreement therefor)be bound thereby as if they had joined in such action. Notwithstanding the foregoing, as a material inducement to the Acquisition Members entering into this Agreement, the Company and each of the Members hereby acknowledge and agree that under any circumstance where any action, expenditure, decision, commitment, agreement or consent would, under this Agreement, require the approval of the Acquisition Members or all of the Members' consent to an expenditure payable to a third party exceeding the amount specified for such expenditure in any applicable Development Plan, Operating Budget and Capital Budget shall not be required in any of the following circumstances: (a) Managing Member, in his reasonable judgment, deems these to be an emergency requiring such expenditures to effectuate immediate action necessary for the protection of the Company Property shall not, and no Member shall have the authority to, take such action, make such expenditure, decision, commitment or persons; (b) agreement or grant such expenditure would not cause the aggregate amount of the expenses (excluding the expenses described consent unless and until JPM Domestic has approved in Clause (c) below) within the applicable Budget to exceed one hundred fifteen percent (115%) of the entire amount of budgeted expenses (excluding the expenses described in Clause (c) below) in the applicable Budget (taking into account the amounts expended to date and reasonably anticipated expenses); orwriting such action, expenditure, decision, commitment or agreement.

Major Decisions. Managing A. Major Decisions requiring the approval of the Class A Member are set forth and described in Exhibit F to this Agreement. B. Only the Manager may propose to adopt, modify or revoke a Major Decision at any time. Whenever the Manager proposes to adopt, modify or revoke a Major Decision, it shall deliver a written notice (a “Major Decision Notice”) to the Class A Member (i) describing the proposal in sufficient detail and (ii) containing sufficient information to permit the Class A Member to make an informed decision on the proposal and shall subsequently provide to the Class A Member such additional information as the Class A Member may reasonably request. If the Major Decision relates to entering into a new Material Lease, such Major Decision Notice shall also (a) include a copy of the final version of such proposal or lease, (b) include all supporting documentation reasonably necessary to evaluate such request, as reasonably determined by the Class A Member and (c) include the following caption in all capital, bolded, block letters on the first page thereof: “THE FOLLOWING REQUEST REQUIRES A RESPONSE WITHIN TEN (10) BUSINESS DAYS OF RECEIPT. FAILURE TO DO SO WILL BE DEEMED AN APPROVAL OF THE REQUESTED MATERIAL LEASE.” C. The Class A Member shall fully consult with the Members at promptly consider and evaluate each proposal to adopt, modify or revoke a Major Decision and shall promptly give its decision (set forth in writing) after it has analyzed all times relevant information or data required to be delivered to it under Section 5.2.B. The Class B Member expressly acknowledges and agrees that any approval of a proposed Major Decision is subject to the extent reasonably practicableClass A Member’s sole and absolute discretion; provided, and each however, that for a Major Decision regarding approval of a Material Lease, the Class A Member’s approval of the following matters ("Material Lease shall not be unreasonably withheld or delayed. D. The adoption, modification or revocation of a Major Decisions"Decision requires the approval of the Class A Member. Any Major Decision approved in accordance with this Section 5.2 shall bind the Company and its Members, unless it is later amended, modified or revoked as a Major Decision by a subsequent approval of the Class A Member. E. Neither the Manager nor any other Member shall have any right or power either on behalf of Company, its Subsidiary(ies) must be previously or on its own behalf to make any commitment or engage in any undertaking or action that requires approval of a Major Decision unless or until such Major Decision has been approved in writing by the MembersClass A Member. F. Once a Major Decision has been approved by the Class A Member as described in this Section 5.2, however, such approval shall it cannot be unreasonably withheld: (1) The adoption ofamended, and modified or revoked unless the Class A Member approve any material supplement tosuch amendment, revision of, modification or deviation from the Business Planrevocation as a Major Decision. (2) Without limitation on Subsection B(1) above, G. The Class B Member acknowledges that the adoption of, approval of a Major Decision by the Class A Member is separate and any material supplement to, revision of, or deviation independent from any approval that an Affiliate of the Budgets (subject to Subsection (3) below)Class A Member may have regarding a similar matter as the Lender under the Basis Loan Agreement. Managing Member agrees to submit Accordingly, any request for approval of a Major Decision submitted to the members, at least thirty (30) days prior to each calendar year during the term hereof, the proposed Operating Budget and Capital Budget for such calendar year, which Class A Member shall be in the same form as the forms of the initial Operating Budget and Capital Budget attached as Exhibit "A" addressed only to the Management Agreement, Class A Member and which proposed Operating Budget and Capital Budget shall be subject to the prior written may not include any request for approval of the Memberssame or any other matter by any Affiliate of the Class A Member under the Basis Loan Agreement or otherwise. Any request for approval that does not comply with this Section 5.2G shall be null and void, which and shall not be unreasonably withheld. If the Operating Budget or Capital Budget is not approved in writing by the Members for any particular year, then until such Budgets are approved in writing by the Members, Managing Member shall obtain the Members' prior written approval of all capital expenditures (other than capital expenditures in accordance with the prior year's Budgets which were not expended in the prior year but which are required to be expended by the Company pursuant to authorized Company contracts), and Managing Member shall to the extent practicable operate within the prior year's approved Operating Budgetconstitute a Major Decision Notice. (3) Any deviation from or expenditure inconsistent with any of the Budgets (or the entry into any agreement therefor). Notwithstanding the foregoing, the Members' consent to an expenditure payable to a third party exceeding the amount specified for such expenditure in any applicable Development Plan, Operating Budget and Capital Budget shall not be required in any of the following circumstances: (a) Managing Member, in his reasonable judgment, deems these to be an emergency requiring such expenditures to effectuate immediate action necessary for the protection of the Company Property or persons; (b) such expenditure would not cause the aggregate amount of the expenses (excluding the expenses described in Clause (c) below) within the applicable Budget to exceed one hundred fifteen percent (115%) of the entire amount of budgeted expenses (excluding the expenses described in Clause (c) below) in the applicable Budget (taking into account the amounts expended to date and reasonably anticipated expenses); or

Major Decisions. Managing Member Unless otherwise indicated, capitalized terms in this Section 5.2 that are not defined in this Agreement shall fully consult be defined as set forth in the Xxxx-Xxxx Rights Agreement. The Partners shall not take the following decisions (each a “Major Decision”) without the prior written approvals as specified below. In the event of a failure to agree on a matter set forth in this Section 5.2, the matter shall be submitted to mediation and/or arbitration in accordance with Section 10.4 of this Agreement. The following decisions or acts with respect to, or on the Members at all times to part of, the extent reasonably practicable, and each Partners shall require the prior written Approval of the following matters ("Major Decisions") must be previously approved in writing by the Membersother Partners, however, such approval shall which Approval may not be unreasonably withheld: , delayed or conditioned by a Partner. If a Partner (1directly or through its authorized representative) The adoption shall request that another Partner provides such written approval, the requested Partner (directly or through its authorized representatives) shall have ten (10) Business Days after receipt of a written request from the requesting Partner to grant or deny such approval provided that the requested Partner shall have received information as reasonably required to render such decision. A failure of the requested Partner to provide such written approval or denial within such ten (10) Business Day period shall be deemed to mean that the requested Partner shall have granted such written approval): Any amendment to this Agreement or other organizational documents of the Partnership; Entering into, or undertaking of, any agreement, transaction or action relating to the Project that (a) is not within the scope of this Agreement, or (b) is not contemplated by or within the scope of the Transaction Documents, or (c) is not related to the ownership, operation or management of any portion of the Project as contemplated by this Agreement and the Transaction Documents, in each case, if such action or undertaking would have an adverse effect on the Partnership or the Premises; Adjusting, settling or compromising any claim, obligation, debt, demand, suit or judgment against or on behalf of the Partnership, but only if and to the extent such adjustment, settlement or compromise would have an adverse effect on the Partnership; To the extent applicable, establishing or adjusting the gross asset value for any contributed or distributed asset (other than cash) to or from the Partnership, except as provided herein; Entering into any amendment to, or modification of, the Redevelopment Agreement, the Project Operating Agreement, the Construction Management Agreement, the Declaration, the Project Labor Agreement, the Ground Leases, the Right of Entry Agreement, the Access and Indemnity Agreement, the Master Plan, and any material supplement toother agreement to be entered into with the NJSEA (any of which, revision ofan “Authority Agreement” and, or deviation from the Business Plan. (2) Without limitation on Subsection B(1) abovetogether, the adoption of, and any material supplement to, revision of, or deviation from any of the Budgets (subject to Subsection (3“Authority Agreements”) below). Managing Member agrees to submit to the members, at least thirty (30) days prior to each calendar year during the term hereof, the proposed Operating Budget and Capital Budget for such calendar year, which shall be in the same form as the forms of the initial Operating Budget and Capital Budget attached as Exhibit "A" to the Management Agreement, and which proposed Operating Budget and Capital Budget shall be subject to the prior written approval of the Members, which shall not be unreasonably withheld. If the Operating Budget or Capital Budget is not approved in writing by the Members for any particular year, then until such Budgets are approved in writing by the Members, Managing Member shall obtain the Members' prior written approval of all capital expenditures (other than capital expenditures in accordance with the prior year's Budgets which were not expended in the prior year but which are required to be expended by the Company pursuant to authorized Company contracts), and Managing Member shall to the extent practicable operate within the prior year's approved Operating Budget. (3) Any deviation from or expenditure inconsistent with any of the Budgets (or foregoing enumerated instruments but only if and to the entry extent adversely affecting the Partnership; Entering into any agreement thereforwith The New York Football Giants or The New York Football Jets that adversely affects the Partnership; Any transfer, assignment or pledge of the “Right of First Refusal” pursuant to the Redevelopment Agreement; Any voluntary action or decision which, if undertaken or made, would violate Section 7 of the Xxxx-Xxxx Rights Agreement; To the extent applicable, preparation or identification of (and any amendment, modification or revision to). Notwithstanding , for submission to the foregoingNJSEA, the Members' consent to an expenditure payable to a third party exceeding the amount specified for such expenditure in any applicable Development Final Project Sequencing Plan, Operating Budget Final Traffic and Capital Budget shall not be required Infrastructure Sequencing Plan, the Preliminary Traffic and Infrastructure Improvements (including preparation of the estimated budget to permit, design and construct the Final Traffic and Infrastructure Improvements), marketing and publicity program referred to in Section 3.4(b) of the Redevelopment Agreement (regarding encouraging the use of the rail system by Project visitors), the written plan for the Job Skills Training referred to in Section 3.6(a) of the Redevelopment Agreement, the Small Business Marketing Plan referred to in Section 3.6(b) of the Redevelopment Agreement, or any other report, document or schedule pursuant to any Authority Agreement or the Cooperation Agreement but only if and to the extent that any of the following circumstances: foregoing actions or documents are inconsistent with the Authority Agreements or the Cooperation Agreement or adversely affect the Partnership or the Premises; [Intentionally Omitted]; To the extent applicable, designation or selection of the Stakeholders Liaison (aas such term is defined in the Redevelopment Agreement); To the extent applicable, enforcement or written waiver of any claim or determination related to the assertion of an Authority Interference which Authority Interference has an adverse impact on the Partnership or the Premises and which assertion occurs prior to four (4) Managing Member, in his reasonable judgment, deems these years after the Grand Opening Date; Making any distribution or payment by the Partnership to any Person (including any party hereto or any Affiliate of any party hereto) that is not expressly contemplated by this Agreement; Causing or permitting the Partnership to be an emergency requiring in Bankruptcy; Causing the Partnership to incur or obtain bond debt or other public financing vehicle(s) other than bond debt or other public financing vehicle(s) that is not secured by a mortgage, deed of trust or other security instrument encumbering the Premises intended to fund Infrastructure Improvement Costs and Program Costs, as well as a debt service reserve fund for such expenditures loan, capitalized interest and other issuance costs related to effectuate immediate action necessary for the protection of the Company Property or persons; (b) such expenditure would not cause the aggregate amount of the expenses (excluding the expenses loan, as described in Clause (c) below) within the applicable Budget to exceed one hundred fifteen percent (115%) of the entire amount of budgeted expenses (excluding the expenses described in Clause (c) below) in the applicable Budget (taking into account the amounts expended to date Authority Agreements, and reasonably anticipated expenses); orhaving commercially reasonable terms and conditions at least as favorable as follows: