Common use of Major Decisions Clause in Contracts

Major Decisions. (A) Subject to Section 7.3(D) with respect to the Company, all major decisions of the Company set forth below in clauses (A)(1) through (A)(5) (“Major Decisions”) shall be subject to the Company’s Articles of Incorporation and joint approval by the Advisor and Sub-advisor. For the avoidance of doubt, Major Decisions specifically exclude any decisions regarding the day-to-day operations of the Company, the decision-making authority for which has been delegated to the Sub-advisor pursuant to this Agreement. Major Decisions shall consist of the following: (1) Retention of investment banks for the Company; (2) Marketing methods for the Company’s sale of Shares; (3) Extending, initiating or terminating the Initial Public Offering or any subsequent Offering of the Shares; (4) Issuing press releases involving the major decisions of the Company or the Advisor or Sub-advisor or their Affiliates with respect to the business or operations of the Company; provided, that the Sub-advisor need not obtain consent to any press releases regarding acquisitions or dispositions of Properties, Loans or other Permitted Investments; and provided further, however, that notwithstanding the immediately preceding proviso, any mention of the Advisor or its Affiliates in such press releases regarding acquisitions or dispositions shall be pre-approved by the Advisor; and (5) Merging or otherwise engaging in any change of control transaction for the Company. (B) Notwithstanding anything in this Agreement to the contrary, if the Parties do not agree to any action constituting a Major Decision and that has been proposed by either Party, the Parties shall meet (in person or by phone) to discuss the issue in dispute in good faith over the five-business day period beginning with the delivery of notice of the proposed action to the other Party. If, after the expiration of the above-referenced five-business day period, the Parties still do not agree as to the proposed course of action regarding such Major Decision, representatives of both the Advisor and the Sub-advisor will be obligated to present each of their respective proposed courses of action regarding such Major Decision to the Board of Directors for review and approval within an additional five-business day period. (C) Intentionally omitted (D) Notwithstanding the provisions of this Section 7.3 or any other provision in this Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direction of the Board of Directors. (E) Notwithstanding anything in this Agreement to the contrary (but subject to Section 7.3(D)), the Sub-advisor shall have sole authority to act on behalf of the Company regarding the negotiation with the Advisor of proposed amendments to the Advisory Agreement, it being understood that any amendment of the Advisory Agreement must be approved by a majority of the members of the Conflicts Committee of the Board of Directors.

Major Decisions. (A) Subject to Section Sections 7.3(C) and 7.3(D) with respect to the Company, all major decisions of the Company set forth below in clauses (A)(1) through (A)(5A)(6) (“Major Decisions”) shall be subject to the Company’s Articles of Incorporation and joint approval by the Advisor and Sub-advisor. For the avoidance of doubt, Major Decisions specifically exclude any decisions regarding the day-to-day operations of the Company, the decision-making authority for which has been delegated to the Sub-advisor pursuant to this Agreement. Major Decisions shall consist of the following: (1) Decisions to recommend to the Board of Directors that the Company acquire or sell Properties, Loans and other Permitted Investments; (2) Retention of investment banks for the Company; (23) Marketing methods for the Company’s sale of Shares; (34) Extending, initiating or terminating the Initial Public Offering or any subsequent Offering of the Shares; (45) Issuing press releases involving the major decisions of the Company or the Advisor or Sub-advisor or their Affiliates with respect to the business or operations of the Company; provided, that the Sub-advisor need not obtain consent to any press releases regarding acquisitions or dispositions of Properties, Loans or other Permitted Investments; and provided further, however, that notwithstanding the immediately preceding proviso, any mention of the Advisor or its Affiliates in such press releases regarding acquisitions or dispositions shall be pre-approved by the Advisor; and (56) Merging or otherwise engaging in any change of control transaction for the Company. (B) Notwithstanding anything in this Agreement to the contrary, if the Parties do not agree to any action constituting a Major Decision that is described in any of clauses (A)(2) through (A)(6) above and that has been proposed by either Party, the Parties shall meet (in person or by phone) to discuss the issue in dispute in good faith over the five-business day period beginning with the delivery of notice of the proposed action to the other Party. If. (C) Notwithstanding anything in this Agreement to the contrary, after with respect to Major Decisions described in clause (A)(1) above (but subject to Section 7.3(D)), (1) joint approval shall not be required, (2) the expiration Sub-advisor and the Advisor shall discuss the proposed transaction (either in person or by phone) prior to either Party making any recommendation of the aboveproposed transaction to the Board of Directors, and (3) the Sub-referenced fiveAdvisor and the Advisor shall each give due consideration to the opinions of the other Party. Ordinarily, such discussions shall begin at least five business days before a recommendation is made to the Board of Directors; however, if in the sole discretion of the Sub-business day periodadvisor it is in the best interest of the Company to make a recommendation to the Board of Directors more promptly, then the Sub-advisor may do so. In the event the Parties still do not agree as to whether to recommend the proposed course of action regarding such Major Decision, representatives of both the Advisor and the Sub-advisor will be obligated to present each of their respective proposed courses of action regarding such Major Decision transaction to the Board of Directors for review and approval within an additional fiveDirectors, the Sub-business day periodadvisor’s decision shall govern. (C) Intentionally omitted (D) Notwithstanding the provisions of this Section 7.3 or any other provision in this Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direction of the Board of Directors. (E) Notwithstanding anything in this Agreement to the contrary (but subject to Section 7.3(D)), the Sub-advisor shall have sole authority to act on behalf of the Company regarding the negotiation with the Advisor of proposed amendments to amending the Advisory Agreement, it being understood that any amendment of the Advisory Agreement must be approved by a majority of the members of the Conflicts Committee of the Board of Directors.

Major Decisions. (A) Subject to Section 7.3(D) No action shall be taken or sum expended or obligation incurred by the Partnership, any Partner or any Affiliate of any Partner with respect to a matter within the Company, all major decisions scope of any of the Company set forth below in clauses (A)(1) through (A)(5) (“"Major Decisions”" affecting the Partnership and/or the Partnership Business, unless such Major Decision shall have been approved by a majority vote of the Partnership Management Committee (except for matters listed in Section *** where the affirmative vote of seventy-five percent (75%) shall be subject to of the Company’s Articles Partnership Management Committee is required) made in writing. The following are "Major Decisions" affecting the Partnership and/or the Partnership Business: (1) adopting and approving a budget for the Partnership Business for each fiscal year and each fiscal quarter of Incorporation the Partnership; (2) adopting and joint approval approving a summary business plan for the Partnership Business for each fiscal year of the Partnership, and departing in any material respect from the summary business plan adopted by the Advisor Partnership for any fiscal year; (3) adopting and Sub-advisor. For approving a budget and clinical plan under the avoidance Research Agreement for each fiscal quarter of doubtthe Partnership, Major Decisions specifically exclude and departing in any decisions regarding material respect from such budget and plan; (4) appointing a Project Manager within thirty (30) days following the date hereof to manage the day-to-day operations affairs of the Company, the decision-making authority for which has been delegated to the Sub-advisor pursuant to this Agreement. Major Decisions shall consist of the following: (1) Retention of investment banks for the CompanyPartnership; (25) Marketing methods for the Company’s sale of Shares; (3) Extending, initiating making any single expenditure or terminating the Initial Public Offering or incurring any subsequent Offering of the Shares; (4) Issuing press releases involving the major decisions of the Company or the Advisor or Sub-advisor or their Affiliates obligation with respect to the business Partnership Business involving a sum in excess of $20,000 that is not provided for in the Partnership Business budget for the fiscal year in which such expenditure is to be made or operations such obligation is to be incurred; (6) hiring of employees of the CompanyPartnership; (7) retention of legal counsel or accountants for the Partnership; (8) selecting a firm of certified public accountants and selecting accounting methods and making other decisions with respect to the treatment of various transactions for tax purposes; (9) approving the terms of and entering into a supply, manufacturing, sales, marketing or distribution agreement with any party (including the Partners and their Affiliates) relating to Products or any other products agreed to by the Partners; (10) entering into any license or sublicense agreement; (11) determining the insurance program for the Partnership, and any variations or changes thereto; provided*** CONFIDENTIAL MATERIAL REDACTED AND FILED SEPARATELY WITH THE COMMISSION. (12) determining the amount, that if any, of funds otherwise available for distribution to be withheld from distribution to the Sub-advisor need Partners (funds available for distribution to the Partners are those funds not obtain needed for the Partnership's working capital purposes); (13) determining the maximum and minimum working capital requirements of the Partnership Business; (14) compromising or paying any claim in excess of *** arising out of the Partnership Business; (15) borrowing or lending any money on behalf of the Partnership or using any of the Partnership's property as security for loans; (16) admitting additional Partners to the Partnership; (17) assigning, transferring, pledging, compromising or releasing any of the Partnership's claims or debts relating to the Partnership Business, except upon payment in full, or arbitrate or consent to the arbitration of any press releases regarding acquisitions such disputes or dispositions of Properties, Loans controversies; (18) selling or other Permitted Investments; and provided further, however, that notwithstanding mortgaging any Partnership property or interest therein or entering into any contract for such purposes; (19) the immediately preceding proviso, any mention of the Advisor or its Affiliates in such press releases regarding acquisitions or dispositions shall be pre-approved assumption by the AdvisorPartnership of any liability for another or others by means of endorsement, or becoming guarantor or surety; (20) authorizing the confession of judgment against the Partnership; (21) designating a Partner as the Tax Matters Partner; and (522) Merging any other decision or otherwise engaging in any change of control transaction for the Company. (B) Notwithstanding anything in this Agreement action which, considered prior to the contrarymaking of such decision or the taking of such action, if would be reasonably expected to have a substantial or material effect upon the Parties do not agree to any action constituting a Major Decision Partnership and/or the Partnership Business as contrasted with decisions or actions which would be routine and that has been proposed by either Party, in the Parties shall meet (in person or by phone) to discuss the issue in dispute in good faith over the five-business day period beginning with the delivery of notice ordinary course of the proposed action Partnership Business, including, but not limited to, a decision to the other Party. If, after the expiration of the above-referenced five-enter into any business day period, the Parties still do not agree as to the proposed course of action regarding such Major Decision, representatives of both the Advisor and the Sub-advisor will be obligated to present each of their respective proposed courses of action regarding such Major Decision to the Board of Directors for review and approval within an additional five-business day periodspecifically identified in Section 5. (C) Intentionally omitted (D) Notwithstanding the provisions of this Section 7.3 or any other provision in this Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direction of the Board of Directors. (E) Notwithstanding anything in this Agreement to the contrary (but subject to Section 7.3(D)), the Sub-advisor shall have sole authority to act on behalf of the Company regarding the negotiation with the Advisor of proposed amendments to the Advisory Agreement, it being understood that any amendment of the Advisory Agreement must be approved by a majority of the members of the Conflicts Committee of the Board of Directors.

Major Decisions. (A) Subject to Section 7.3(D) with respect to the Company3.5(C), all major decisions of the Company Advisor pursuant to the Amended Advisory Agreement as set forth below in clauses (A)(1) through (A)(5A)(2) (“Major Decisions”) shall be subject to the Company’s Articles of Incorporation and joint approval by the Advisor and the Sub-advisorAdvisor. For the avoidance of doubt, Major Decisions specifically exclude any decisions regarding the day-to-day operations of the Company, the decision-making authority for which has been Company delegated to the Sub-advisor Advisor pursuant to this Amended Agreement. Major Decisions shall consist of: (1) Recommendations to the Board of Directors with respect to the following: (1a) Retention retention of investment banks for the Company; (b) extending, initiating or terminating the Private Placement, the Initial Public Offering or any subsequent Public Offering; and (c) merging or otherwise engaging in any Change of Control or Liquidity Event; and (2) Marketing Decisions related to: (a) marketing methods for the Company’s sale of Shares; (3b) Extending, initiating or terminating the Initial Public Offering deferral of all or any subsequent Offering portion of the Shares;Advisory Fee; and (4c) Issuing issuing press releases involving the major decisions of the Company or the Advisor or Sub-advisor or their Affiliates with respect to the business or operations of the Company; provided, that the Sub-advisor need not obtain consent to any press releases regarding acquisitions or dispositions of Properties, Loans or other Permitted Investments; and provided further, however, that notwithstanding the immediately preceding proviso, any mention of the Advisor or its Affiliates in such press releases regarding acquisitions or dispositions shall be pre-approved by the Advisor; and (5) Merging or otherwise engaging in any change of control transaction for the Companyforegoing Major Decisions. (B) Notwithstanding anything in this Amended Agreement to the contrary, if the Parties do not agree to any action constituting a Major Decision and that has been proposed by either Party, the Parties shall meet (in person or by phone) to discuss the issue in dispute in good faith over the five-business day Business Day period beginning with the delivery of notice of the proposed action to the other Party. If, after the expiration of the above-referenced five-business day Business Day period, the Parties still do not agree as to the proposed course of action regarding such Major Decision, representatives of both the Advisor and the Sub-advisor Advisor will be obligated to present each of their respective proposed courses of action regarding such Major Decision to the Board of Directors for review and approval consideration within an additional five-business day periodfive -Business Day period and the Board of Directors, including a majority of the Independent Directors, shall thereafter decide the course of action to be taken regarding such Major Decision. (C) Intentionally omitted (D) Notwithstanding the provisions of this Section 7.3 3.5 or any other provision in this Amended Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direction of the Board of Directors. (E) Notwithstanding anything in this Agreement to the contrary (but subject to Section 7.3(D)), the Sub-advisor shall have sole authority to act on behalf of the Company regarding the negotiation with the Advisor of proposed amendments to the Advisory Agreement, it being understood that any amendment of the Advisory Agreement must be approved by a majority of the members of the Conflicts Committee of the Board of Directors.

Major Decisions. (A) Subject to Section 7.3(D) with respect to the Company, all major decisions Notwithstanding any provision of the Company set forth below in clauses (A)(1) through (A)(5) (“Major Decisions”) shall be subject to the Company’s Articles of Incorporation and joint approval by the Advisor and Sub-advisor. For the avoidance of doubt, Major Decisions specifically exclude any decisions regarding the day-to-day operations of the Company, the decision-making authority for which has been delegated to the Sub-advisor pursuant to this Agreement. Major Decisions shall consist of the following: (1) Retention of investment banks for the Company; (2) Marketing methods for the Company’s sale of Shares; (3) Extending, initiating or terminating the Initial Public Offering or any subsequent Offering of the Shares; (4) Issuing press releases involving the major decisions of the Company or the Advisor or Sub-advisor or their Affiliates with respect to the business or operations of the Company; provided, that the Sub-advisor need not obtain consent to any press releases regarding acquisitions or dispositions of Properties, Loans or other Permitted Investments; and provided further, however, that notwithstanding the immediately preceding proviso, any mention of the Advisor or its Affiliates in such press releases regarding acquisitions or dispositions shall be pre-approved by the Advisor; and (5) Merging or otherwise engaging in any change of control transaction for the Company. (B) Notwithstanding anything in this Agreement to the contrary, if no act shall be taken or sum expended or obligation incurred by the Parties do not agree Partnership, any representative of the Partnership, the Managing Partner, the Subsidiary General Partner, or any Subsidiary with respect to any action constituting matter within the scope of the Major Decisions affecting the Partnership, the Subsidiary General Partner, or any Subsidiary unless such Major Decisions have been Approved by the Partners in writing. Without limiting the generality of the other provisions of this Section 4.2, if a request for approval of a Major Decision is made, and such Major Decision, if Approved by the Partners, would result in a transaction that has been would produce Net Capital Proceeds, then such request shall include a proposed budget in reasonable detail for the cost and expenses to be borne by either Partythe Partnership, the Parties Subsidiary General Partner, or any Subsidiary in connection with the transaction which is the subject of such Major Decision. The following are the "MAJOR DECISIONS" requiring Approval by the Partners: (i) To sell, exchange, lease, mortgage, or otherwise transfer of all or any part of any Property or any interest in any Property, including any development rights, except for (A) the execution of Leases for the occupancy of space in any Property in compliance with the Leasing Guidelines, (B) the disposition of obsolete furniture and equipment or other personal property in the ordinary course of the operation of any Property (provided the personal property so disposed of is, to the extent necessary or appropriate, replaced by property of at least equal value and quality), and (C) the granting of easements for providing utility services to the applicable Property (provided that such easements are granted in the required or standard form prepared by the applicable utility provider and notice thereof is provided simultaneously to each Partner); (ii) To purchase or otherwise acquire any real or personal property except (A) such personal property as shall meet be approved in the then-current Annual Budget or incidental to the maintenance and repair of a Property in a manner consistent with the Annual Budget then in effect, and (B) in connection with Permitted Expenses; (iii) To incur any indebtedness (either secured or unsecured) on behalf of the Partnership, the Subsidiary General Partner, or any Subsidiary except (A) short-term trade debt consistent with the then-current Annual Budget, (B) Emergency Loans, and (C) Default Loans; (iv) To prepay, recast, extend, amend, modify, consolidate, increase, or refinance any mortgage or other loan affecting a Property, the Partnership, the Subsidiary General Partner, or any Subsidiary, except such amendments and other modifications as may be necessary to evidence any ministerial changes [e.g., changes of addresses] to the documents evidencing or securing such a loan; (v) To issue guaranties or become liable as a surety, accommodation party or otherwise in respect of the indebtedness or obligations of another person (other than in connection with the indebtedness and obligations of the Subsidiary General Partner and the Subsidiaries as Approved by the Partners); (vi) To enter into or amend any contract, or any series of similar contracts (including construction contracts, contracts for repairs and alterations and employment agreements) (A) for amounts or purposes not consistent with the then-current Annual Budget (except for Permitted Expenses), (B) the term of which shall exceed one year, or (C) with respect to Service Contracts, which shall not be terminable, without cause, by phonethe Partnership upon thirty (30) days' written notice; (vii) To make any capital expenditures during any fiscal year in excess of the expenditures provided for in the Annual Budget for such year, except for Permitted Expenses; (viii) To acquire stock, partnership interests or other beneficial interests in any person, or make any other investment in, or loans or advances to, any person, except for investments in (A) the Subsidiary General Partner and the Subsidiaries, (B) direct obligations of the United States of America or its agencies, (C) obligations guaranteed by the United States of America or its agencies, or (D) certificates of deposit issued by a commercial bank having a net worth in excess of Five Hundred Million Dollars ($500,000,000) or such other net worth as is Approved by the Partners and chartered under the laws of the United States or one of the States thereof, or (E) Repurchase Agreements; provided that in each case such obligations or certificates of deposit shall have remaining maturities of not more than one year; provided, however, that the foregoing shall not limit the Managing Partner's authority to deposit funds pursuant to the provisions of Sections 6.2 and 6.9 below regarding Partnership accounts; (ix) To enter into or amend any property management agreement or agreement with a leasing agent for any part of any Property, or to permit the replacement of any property manager retained by the Partnership or a Subsidiary for a Property; (x) To authorize or permit any change in the terms (including compensation) of any property management agreement or terminate, renew or extend the same other than in accordance with its terms; (xi) Under any property management agreement, (A) to discuss approve the issue in dispute in good faith over initiation, or the five-business day period beginning with the delivery of notice direction of the proposed action prosecution of, any lawsuit by the property manager against a tenant, (B) to request that a property manager obtain an inspection of a Property to determine compliance with applicable laws outside the normal course of business, or (C) to approve a modification to the other Party. If, after insurance that a property manager is required to carry; (xii) To settle any claim in excess of Fifty Thousand Dollars ($50,000) against an insurer in respect of property or casualty insurance or liability insurance; (xiii) To accept the surrender or cancellation of any Lease for occupancy of space in any Property prior to the expiration of the abovestated term thereof (except that the non-referenced five-business day managing Partner's consent shall not be required with respect to accepting the surrender or cancellation of any Lease of 10,000 square feet or less, provided that cumulatively the surrender or cancellations of such Leases shall not constitute more than ten percent (10%) of the square footage of the respective Property within any twelve (12) month period); (xiv) To agree to the modification of the terms of any Lease for occupancy of space in any Property, except in accordance with the Leasing Guidelines; (xv) To approve plans and specifications, and material modifications thereof, for the construction of improvements or alterations, except (A) in accordance with the Annual Budget then in effect, or (B) for any Permitted Expenses; (xvi) To change the name of a Property or any portion thereof; (xvii) To confess judgment against the Partnership, any assets of the Partnership, or any material component thereof (including the Subsidiary General Partner or any Subsidiary); (xviii) To conduct, settle or compromise any litigation involving a claim against the Partnership, the Parties still do Subsidiary General Partner, or any Subsidiary in connection with any Property in excess of Fifty Thousand Dollars ($50,000), which claim is not agree as to the proposed course of action regarding such Major Decision, representatives of both the Advisor and the Sub-advisor will be obligated to present each of their respective proposed courses of action regarding such Major Decision to the Board of Directors for review and approval within an additional five-business day period.covered by insurance; (Cxix) Intentionally omitted (D) Notwithstanding the provisions of this Section 7.3 or To commence any other provision in this Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direction of the Board of Directors. (E) Notwithstanding anything in this Agreement to the contrary (but subject to Section 7.3(D)), the Sub-advisor shall have sole authority to act litigation on behalf of the Company regarding Partnership, the negotiation Subsidiary General Partner, or any Subsidiary other than litigation (A) to enforce Leases and Service Contracts affecting a Property, or (B) for amounts not greater than Fifty Thousand Dollars ($50,000); (xx) To approve any Annual Budget, Leasing Guidelines, or standard form lease; (xxi) To consent to or acquiesce in any change to the zoning or other land use status of any Property; (xxii) To consent to or acquiesce in any change in the real property tax status of any Property; (xxiii) To engage or employ accountants (other than the Person identified as the Accountant in Section 1.1 above) or engage or employ attorneys, except in connection with normal and customary matters relating to the management and operation of a Property (including in connection with the Advisor enforcement of Leases and Service Contracts) in accordance with the then-current Annual Budget or Permitted Expenses (at the election of the Managing Partner, the proposed Annual Budget may include a list of proposed amendments professionals to be engaged for such tasks); (xxiv) To establish reserves for capital replacements, working capital or any other item in any year in excess of those provided in the Annual Budget for such year; (xxv) To require any capital contributions other than in accordance with the terms of this Agreement; (xxvi) To impose a condominium declaration or other common ownership regime upon any Property or convert any Property from a rental property to a unit-sale property; (xxvii) To apply condemnation awards or insurance proceeds in excess of Fifty Thousand Dollars ($50,000) to the Advisory Agreement, it being understood that restoration or repair of any amendment Property unless required by the terms of any loan documents evidencing and/or securing any financing of the Advisory Partnership that has been Approved by the Partners; (xxviii) To take any other action expressly required under this Agreement must to be approved by a majority BIT Partner or Approved by all Partners (except for any Permitted Expenses); (xxix) To take or approve any of the members foregoing actions with respect to the Subsidiary General Partner or any Subsidiary; or (xxx) To convey, encumber, exchange, or otherwise transfer of all or any part of the Conflicts Committee of ownership interests in the Board of DirectorsSubsidiary General Partner.

Major Decisions. (A) Subject to Section 7.3(D) with respect to the Company3.5(C), all major decisions of the Company Advisor pursuant to the Advisory Agreement as set forth below in clauses (A)(1) through (A)(5) (“Major Decisions”) shall be subject to the Company’s Articles of Incorporation and joint approval by the Advisor and the Sub-advisorAdvisor. For the avoidance of doubt, Major Decisions specifically exclude any decisions regarding the day-to-day operations of the Company, the decision-making authority for which has been Company delegated to the Sub-advisor Advisor pursuant to this Agreement. Major Decisions shall consist of: (1) Recommendations to the Board of Directors with respect to the following: (1a) Retention retention of investment banks for the Company; (b) extending, initiating or terminating the Private Placement, the Initial Public Offering or any subsequent Public Offering; and (c) merging or otherwise engaging in any Change of Control or Liquidity Event; and (2) Marketing Decisions related to: (a) marketing methods for the Company’s sale of Shares; (3b) Extending, initiating or terminating the Initial Public Offering deferral of all or any subsequent Offering portion of the Shares;Advisory Fee; and (4c) Issuing issuing press releases involving the major decisions of the Company or the Advisor or Sub-advisor or their Affiliates with respect to the business or operations of the Company; provided, that the Sub-advisor need not obtain consent to any press releases regarding acquisitions or dispositions of Properties, Loans or other Permitted Investments; and provided further, however, that notwithstanding the immediately preceding proviso, any mention of the Advisor or its Affiliates in such press releases regarding acquisitions or dispositions shall be pre-approved by the Advisor; and (5) Merging or otherwise engaging in any change of control transaction for the Companyforegoing Major Decisions. (B) Notwithstanding anything in this Agreement to the contrary, if the Parties do not agree to any action constituting a Major Decision and that has been proposed by either Party, the Parties shall meet (in person or by phone) to discuss the issue in dispute in good faith over the five-business day Business Day period beginning with the delivery of notice of the proposed action to the other Party. If, after the expiration of the above-referenced five-business day Business Day period, the Parties still do not agree as to the proposed course of action regarding such Major Decision, representatives of both the Advisor and the Sub-advisor Advisor will be obligated to present each of their respective proposed courses of action regarding such Major Decision to the Board of Directors for review and approval consideration within an additional five-business day periodBusiness Day period and the Board of Directors, including a majority of the Independent Directors, shall thereafter decide the course of action to be taken regarding such Major Decision. (C) Intentionally omitted (D) Notwithstanding the provisions of this Section 7.3 3.5 or any other provision in this Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direction of the Board of Directors. (E) Notwithstanding anything in this Agreement to the contrary (but subject to Section 7.3(D)), the Sub-advisor shall have sole authority to act on behalf of the Company regarding the negotiation with the Advisor of proposed amendments to the Advisory Agreement, it being understood that any amendment of the Advisory Agreement must be approved by a majority of the members of the Conflicts Committee of the Board of Directors.

Major Decisions. (A) Subject to Section 7.3(D) with respect to the Company3.5(C), all major decisions of the Company Advisor pursuant to the Amended Advisory Agreement as set forth below in clauses (A)(1) through (A)(5A)(2) (“Major Decisions”) shall be subject to the Company’s Articles of Incorporation and joint approval by the Advisor and the Sub-advisorAdvisor. For the avoidance of doubt, Major Decisions specifically exclude any decisions regarding the day-to-day to­day operations of the Company, the decision-making authority for which has been Company delegated to the Sub-advisor Advisor pursuant to this Amended Agreement. Major Decisions shall consist of: (1) Recommendations to the Board of Directors with respect to the following: (1a) Retention retention of investment banks for the Company; (b) extending, initiating or terminating any Private Placement or Public Offering; and (c) merging or otherwise engaging in any Change of Control or Liquidity Event; and (2) Marketing Decisions related to: (a) marketing methods for the Company’s sale of Shares; (3b) Extending, initiating or terminating the Initial Public Offering deferral of all or any subsequent Offering portion of the Shares;Advisory Fee; and (4c) Issuing issuing press releases involving the major decisions of the Company or the Advisor or Sub-advisor or their Affiliates with respect to the business or operations of the Company; provided, that the Sub-advisor need not obtain consent to any press releases regarding acquisitions or dispositions of Properties, Loans or other Permitted Investments; and provided further, however, that notwithstanding the immediately preceding proviso, any mention of the Advisor or its Affiliates in such press releases regarding acquisitions or dispositions shall be pre-approved by the Advisor; and (5) Merging or otherwise engaging in any change of control transaction for the Companyforegoing Major Decisions. (B) Notwithstanding anything in this Amended Agreement to the contrary, if the Parties do not agree to any action constituting a Major Decision and that has been proposed by either Party, the Parties shall meet (in person or by phone) to discuss the issue in dispute in good faith over the five-business day five­Business Day period beginning with the delivery of notice of the proposed action to the other Party. If, after the expiration of the above-referenced five-business day above­referenced five­Business Day period, the Parties still do not agree as to the proposed course of action regarding such Major Decision, representatives of both the Advisor and the Sub-advisor Advisor will be obligated to present each of their respective proposed courses of action regarding such Major Decision to the Board of Directors for review and approval consideration within an additional five-business day periodfive­Business Day period and the Board of Directors, including a majority of the Independent Directors, shall thereafter decide the course of action to be taken regarding such Major Decision. (C) Intentionally omitted (D) Notwithstanding the provisions of this Section 7.3 3.5 or any other provision in this Amended Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direction of the Board of Directors. (E) Notwithstanding anything in this Agreement to the contrary (but subject to Section 7.3(D)), the Sub-advisor shall have sole authority to act on behalf of the Company regarding the negotiation with the Advisor of proposed amendments to the Advisory Agreement, it being understood that any amendment of the Advisory Agreement must be approved by a majority of the members of the Conflicts Committee of the Board of Directors.

Major Decisions. (A) Subject to Section Sections 7.3(C) and 7.3(D) with respect to the Company, all major decisions of the Company set forth below in clauses (A)(1) through (A)(5A)(6) (“Major Decisions”) shall be subject to the Company’s Articles of Incorporation and joint approval by the Advisor and Sub-advisorAdvisor. For the avoidance of doubt, Major Decisions specifically exclude any decisions regarding the day-to-day operations of the Company, the decision-making authority for which has been delegated to the Sub-advisor Advisor pursuant to this Agreement. Major Decisions shall consist of the following: (1) Retention of investment banks for the Company; (2) Marketing methods for the Company’s sale of Shares; (3) Extending, initiating or terminating the Initial Public Offering or any subsequent Offering of the Shares; (4) Issuing press releases involving the major decisions of the Company or the Advisor or Sub-advisor Advisor or their Affiliates with respect to the business or operations of the Company; providedprovided , that the Sub-advisor Advisor need not obtain consent to any press releases regarding acquisitions or dispositions of Properties, Loans or other Permitted Investments; and provided further, howeverhowever , that notwithstanding the immediately preceding proviso, any mention of the Advisor or its Affiliates in such press releases regarding acquisitions or dispositions shall be pre-approved by the Advisor; (5) Selling substantially all of the Company’s assets and properties, effecting a Listing or consummating an Other Liquidity Event; and (56) Merging or otherwise engaging in any change of control transaction for the Company. (B) Notwithstanding anything in this Agreement to the contrary, if the Parties do not agree to any action constituting a Major Decision that is described in any of clauses (A)(1) through (A)(6) above and that has been proposed by either Party, the Parties shall meet (in person or by phone) to discuss the issue in dispute in good faith over the five-business day period beginning with the delivery of notice of the proposed action to the other Party. If, after the expiration of the above-referenced five-business day period, the Parties still do not agree as to the proposed course of action regarding such Major Decision, representatives of both the Advisor and the Sub-advisor will be obligated to present each of their respective proposed courses of action regarding such Major Decision to the Board of Directors for review and approval within an additional five-business day period. (C) Intentionally omitted This subparagraph (Dc) Notwithstanding the provisions shall apply to acquisitions and dispositions of this Section 7.3 or any other provision in this Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direction of the Board of Directors. (E) Notwithstanding anything in this Agreement to the contrary (but subject to Section 7.3(D)), the Sub-advisor shall have sole authority to act on behalf of the Company regarding the negotiation with the Advisor of proposed amendments to the Advisory Agreement, it being understood that any amendment of the Advisory Agreement must be approved by a majority of the members of the Conflicts Committee of the Board of Directors.Properties,

Major Decisions. (A) Subject to Section Sections 7.3(C) and 7.3(D) with respect to the Company, all major decisions of the Company set forth below in clauses (A)(1) through (A)(5A)(6) (“Major Decisions”) shall be subject to the Company’s Articles of Incorporation and joint approval by the Advisor and Sub-advisor. For the avoidance of doubt, Major Decisions specifically exclude any decisions regarding the day-to-day operations of the Company, the decision-making authority for which has been delegated to the Sub-advisor pursuant to this Agreement. Major Decisions shall consist of the following: (1) Decisions to recommend to the Board of Directors that the Company acquire or sell Properties, Loans and other Permitted Investments; (2) Retention of investment banks for the Company; (23) Marketing methods for the Company’s sale of Shares; (34) Extending, initiating or terminating the Initial Public Offering or any subsequent Offering of the Shares; (45) Issuing press releases involving the major decisions of the Company or the Advisor or Sub-advisor or their Affiliates with respect to the business or operations of the Company; provided, that the Sub-advisor need not obtain consent to any press releases regarding acquisitions or dispositions of Properties, Loans or other Permitted Investments; and provided further, however, that notwithstanding the immediately preceding proviso, any mention of the Advisor or its Affiliates in such press releases regarding acquisitions or dispositions shall be pre-approved by the Advisor; and (56) Merging or otherwise engaging in any change of control transaction for the Company. (B) Notwithstanding anything in this Agreement to the contrary, if the Parties do not agree to any action constituting a Major Decision that is described in any of clauses (A)(2) through (A)(6) above and that has been proposed by either Party, the Parties shall meet (in person or by phone) to discuss the issue in dispute in good faith over the five-business day period beginning with the delivery of notice of the proposed action to the other Party. If. (C) Notwithstanding anything in this Agreement to the contrary, after with respect to Major Decisions described in clause (A)(1) above (but subject to Section 7.3(D)), (1) joint approval shall not be required, (2) the expiration Sub-advisor and the Advisor shall discuss the proposed transaction (either in person or by phone) prior to either Party making any recommendation of the aboveproposed transaction to the Board of Directors, and (3) the Sub-referenced fiveadvisor and the Advisor shall each give due consideration to the opinions of the other Party. Ordinarily, such discussions shall begin at least five business days before a recommendation is made to the Board of Directors; however, if in the sole discretion of the Sub-business day periodadvisor it is in the best interest of the Company to make a recommendation to the Board of Directors more promptly, then the Sub-advisor may do so. In the event the Parties still do not agree as to whether to recommend the proposed course of action regarding such Major Decision, representatives of both the Advisor and the Sub-advisor will be obligated to present each of their respective proposed courses of action regarding such Major Decision transaction to the Board of Directors for review and approval within an additional fiveDirectors, the Sub-business day periodadvisor’s decision shall govern. (C) Intentionally omitted (D) Notwithstanding the provisions of this Section 7.3 or any other provision in this Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direction of the Board of Directors. (E) Notwithstanding anything in this Agreement to the contrary (but subject to Section 7.3(D)), the Sub-advisor shall have sole authority to act on behalf of the Company regarding the negotiation with the Advisor of proposed amendments to amending the Advisory Agreement, it being understood that any amendment of the Advisory Agreement must be approved by a majority of the members of the Conflicts Committee of the Board of Directors.

Major Decisions. (A) Subject to Section 7.3(D) with respect to the Company3.5(C), all major decisions of the Company Advisor pursuant to the Amended Advisory Agreement as set forth below in clauses (A)(1) through (A)(5A)(2) (“Major Decisions”) shall be subject to the Company’s Articles of Incorporation and joint approval by the Advisor and the Sub-advisorAdvisor. For the avoidance of doubt, Major Decisions specifically exclude any decisions regarding the day-to-day operations of the Company, the decision-making authority for which has been Company delegated to the Sub-advisor Advisor pursuant to this Amended Agreement. Major Decisions shall consist of: (1) Recommendations to the Board of Directors with respect to the following: (1a) Retention retention of investment banks for the Company; (b) extending, initiating or terminating the Private Placement, the Initial Public Offering or any subsequent Public Offering; and (c) merging or otherwise engaging in any Change of Control or Liquidity Event; and (2) Marketing Decisions related to: (a) marketing methods for the Company’s sale of Shares; (3b) Extending, initiating or terminating the Initial Public Offering deferral of all or any subsequent Offering portion of the Shares;Advisory Fee; and (4c) Issuing issuing press releases involving the major decisions of the Company or the Advisor or Sub-advisor or their Affiliates with respect to the business or operations of the Company; provided, that the Sub-advisor need not obtain consent to any press releases regarding acquisitions or dispositions of Properties, Loans or other Permitted Investments; and provided further, however, that notwithstanding the immediately preceding proviso, any mention of the Advisor or its Affiliates in such press releases regarding acquisitions or dispositions shall be pre-approved by the Advisor; and (5) Merging or otherwise engaging in any change of control transaction for the Companyforegoing Major Decisions. (B) Notwithstanding anything in this Amended Agreement to the contrary, if the Parties do not agree to any action constituting a Major Decision and that has been proposed by either Party, the Parties shall meet (in person or by phone) to discuss the issue in dispute in good faith over the five-business day Business Day period beginning with the delivery of notice of the proposed action to the other Party. If, after the expiration of the above-referenced five-business day Business Day period, the Parties still do not agree as to the proposed course of action regarding such Major Decision, representatives of both the Advisor and the Sub-advisor Advisor will be obligated to present each of their respective proposed courses of action regarding such Major Decision to the Board of Directors for review and approval consideration within an additional five-business day periodBusiness Day period and the Board of Directors, including a majority of the Independent Directors, shall thereafter decide the course of action to be taken regarding such Major Decision. (C) Intentionally omitted (D) Notwithstanding the provisions of this Section 7.3 3.5 or any other provision in this Amended Agreement to the contrary, in all events, including Major Decisions, the Company will be managed under the direction of the Board of Directors. (E) Notwithstanding anything in this Agreement to the contrary (but subject to Section 7.3(D)), the Sub-advisor shall have sole authority to act on behalf of the Company regarding the negotiation with the Advisor of proposed amendments to the Advisory Agreement, it being understood that any amendment of the Advisory Agreement must be approved by a majority of the members of the Conflicts Committee of the Board of Directors.