Common use of Operation in Accordance with REOC/REIT Requirements Clause in Contracts

Operation in Accordance with REOC/REIT Requirements. (a) The Members acknowledge that Bluerock or one or more of its Affiliates (a “BR Affiliate”) intends or may intend to qualify as a “real estate operating company” or “venture capital operating company” within the meaning of U.S. Department of Labor Regulation 29 C.F.R. §2510.3-101 (a “REOC”), and agree that the Company and its Subsidiaries shall in such case be operated in a manner that will enable Bluerock and such BR Affiliate to so qualify. Notwithstanding anything herein to the contrary, the Company and its Subsidiaries shall not take, or refrain from taking, any action that Bluerock notifies the Company would result in Bluerock or a BR Affiliate from failing to qualify as a REOC. The Members acknowledge and agree that Bluerock may assign any or all of its rights or powers under this Agreement as Manager, to designate committee representatives, to provide consents and approvals, or any other rights or powers to one or more of its BR Affiliates as it deems appropriate, and the exercise of any such rights or powers by a BR Affiliate shall have full force and effect under this Agreement without the need for any further consent or approval. Except as disclosed to Bxxxxxxx, Xxxxxxx (a) shall not fund any Capital Contribution "with the 'plan assets' of any 'employee benefit plan' within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended or any 'plan' as defined by Section 4975 of the Internal Revenue Code of 1986, as amended", and (b) shall comply with any reasonable requirements specified by Bluerock in order to ensure compliance with this Section 9.8.

Operation in Accordance with REOC/REIT Requirements. (a) The Members acknowledge that Bluerock or one or more of its Affiliates (a “BR Affiliate”) intends or may intend to qualify as a “real estate operating company” or “venture capital operating company” within the meaning of U.S. Department of Labor Regulation 29 C.F.R. §2510.3-101 (a “REOC”), and agree that the Company and its Subsidiaries shall in such case be operated in a manner that will enable Bluerock and such BR Affiliate to so qualify. Notwithstanding anything herein to the contrary, the Company and its Subsidiaries shall not take, or refrain from taking, any action that Bluerock notifies the Company would result in Bluerock or a BR Affiliate from failing to qualify as a REOC. The Members acknowledge and agree that Bluerock may assign any or all of its rights or powers under this Agreement as Manager, to designate committee representatives, to provide consents and approvals, or any other rights or powers to one or more of its BR Affiliates as it deems appropriate, and the exercise of any such rights or powers by a BR Affiliate shall have full force and effect under this Agreement without the need for any further consent or approval. Except as disclosed to BxxxxxxxBluerock, Xxxxxxx CWS (a) shall not fund any Capital Contribution "“with the '‘plan assets' ’ of any '‘employee benefit plan' ’ within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended or any '‘plan' ’ as defined by Section 4975 of the Internal Revenue Code of 1986, as amended"”, and (b) shall comply with any reasonable requirements specified by Bluerock in order to ensure compliance with this Section 9.8.

Operation in Accordance with REOC/REIT Requirements. (a) The Members acknowledge that Bluerock or one or more of its Affiliates (a “BR Affiliate”) intends or may intend to qualify as a “real estate operating company” or “venture capital operating company” within the meaning of U.S. Department of Labor Regulation 29 C.F.R. §2510.3-101 (a “REOC”), and agree that the Company and its Subsidiaries shall in such case be operated in a manner that will enable Bluerock and such BR Affiliate to so qualify. Notwithstanding anything herein to the contrary, the Company and its Subsidiaries shall not take, or refrain from taking, any action that Bluerock notifies the Company would result in Bluerock or a BR Affiliate from failing to qualify as a REOC. The Members acknowledge and agree that Bluerock may assign any or all of its rights or powers under this Agreement as Manager, to designate committee representatives, to provide consents and approvals, or any other rights or powers to one or more of its BR Affiliates as it deems appropriate, and the exercise of any such rights or powers by a BR Affiliate shall have full force and effect under this Agreement without the need for any further consent or approval. Except as disclosed to BxxxxxxxXxxxxxxx, Xxxxxxx (a) shall not fund any Capital Contribution "with the 'plan assets' of any 'employee benefit plan' within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended or any 'plan' as defined by Section 4975 of the Internal Revenue Code of 1986, as amended", and (b) shall comply with any reasonable requirements specified by Bluerock in order to ensure compliance with this Section 9.8.

Operation in Accordance with REOC/REIT Requirements. (a) The Members acknowledge that Bluerock or one or more of its Affiliates (a an “BR Affiliate”) intends or may intend to qualify as a “real estate operating company” or “venture capital operating company” within the meaning of U.S. Department of Labor Regulation 29 C.F.R. §2510.3-101 (a “REOC”), and agree that the Company and its Subsidiaries shall in such case be operated in a manner that will enable Bluerock and such BR Affiliate to so qualify. Notwithstanding anything herein to the contrary, the Company and its Subsidiaries shall not take, or refrain from taking, any action that Bluerock notifies the Company would result in Bluerock or a BR Affiliate from failing to qualify as a REOC. The Members acknowledge and agree that Bluerock may assign any or all of its rights or powers under this Agreement as Manager, to designate committee representatives, to provide consents and approvals, or any other rights or powers to one or more of its BR Affiliates as it deems appropriate, and the exercise of any such rights or powers by a BR Affiliate shall have full force and effect under this Agreement without the need for any further consent or approval. Except as disclosed to Bxxxxxxx, Xxxxxxx Hawthorne (a) shall not fund any Capital Contribution "with the 'plan assets' of any 'employee benefit plan' within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended or any 'plan' as defined by Section 4975 of the Internal Revenue Code of 1986, as amended", and (b) shall comply with any reasonable requirements specified by Bluerock in order to ensure compliance with this Section 9.8.

Operation in Accordance with REOC/REIT Requirements. (a) The Members acknowledge that Bluerock the Managing Member or one or more of its Affiliates (a an “BR MM Affiliate”) intends or may intend to qualify as a “real estate operating company” or “venture capital operating company” within the meaning of U.S. Department of Labor Regulation 29 C.F.R. §2510.3-101 (a “REOC”), and agree that the Company and its Subsidiaries shall in such case subsidiaries shall, at Managing Member’s sole cost and expense, be operated in a manner that will enable Bluerock the Managing Member and any such BR MM Affiliate to so qualify. Notwithstanding anything herein to the contrary, the Company and its Subsidiaries subsidiaries shall not take, or refrain from taking, any action that Bluerock notifies the Company would result in Bluerock the Managing Member or a BR an MM Affiliate from failing to qualify as a REOC. The Members acknowledge and agree that Bluerock the Managing Member may assign any or all of its rights or powers under this Agreement as Manager, Managing Member to designate committee representatives, to provide consents and approvals, or any other rights or powers to one or more of its BR MM Affiliates as it deems appropriate, and the exercise of any such rights or powers by a BR an MM Affiliate shall have full force and effect under this Agreement without the need for any further consent or approval. Except as disclosed to Bxxxxxxx, Xxxxxxx The Non-Managing Member (a) shall not fund any Capital Contribution "with the 'plan assets' of any 'employee benefit plan' within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended or any 'plan' as defined by Section 4975 of the Internal Revenue Code of 1986, as amended", and (b) shall comply with any reasonable requirements specified by Bluerock the Managing Member in order to ensure compliance with this Section 9.83.9.

Operation in Accordance with REOC/REIT Requirements. (a) The Members acknowledge that Bluerock or one or more of its Affiliates (a “"BR Affiliate”") intends or may intend to qualify as a “"real estate operating company” " or “"venture capital operating company” " within the meaning of U.S. Department of Labor Regulation 29 C.F.R. §2510.3-101 (a “"REOC”"), and agree that the Company and its Subsidiaries shall in such case be operated in a manner that will enable Bluerock and such BR Affiliate to so qualify. Notwithstanding anything herein to the contrary, the Company and its Subsidiaries shall not take, or refrain from taking, any action that Bluerock notifies the Company would result in Bluerock or a BR Affiliate from failing to qualify as a REOC. The Members acknowledge and agree that Bluerock may assign any or all of its rights or powers under this Agreement as Manager, to designate committee representatives, to provide consents and approvals, or any other rights or powers to one or more of its BR Affiliates as it deems appropriate, and the exercise of any such rights or powers by a BR Affiliate shall have full force and effect under this Agreement without the need for any further consent or approval. Except as disclosed to Bxxxxxxx, Xxxxxxx (a) shall not fund any Capital Contribution "with the 'plan assets' of any 'employee benefit plan' within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended or any 'plan' as defined by Section 4975 of the Internal Revenue Code of 1986, as amended", and (b) shall comply with any reasonable requirements specified by Bluerock in order to ensure compliance with this Section 9.8.

Operation in Accordance with REOC/REIT Requirements. (a) The Members acknowledge that Bluerock or one or more of its Affiliates (a an “BR Affiliate”) intends or may intend to qualify as a “real estate operating company” or “venture capital operating company” within the meaning of U.S. Department of Labor Regulation 29 C.F.R. §2510.3-101 (a “REOC”), and agree that the Company and its Subsidiaries shall in such case be operated in a manner that will enable Bluerock and such BR Affiliate to so qualify. Notwithstanding anything herein to the contrary, the Company and its Subsidiaries shall not take, or refrain from taking, any action that Bluerock notifies the Company would result in Bluerock or a BR Affiliate from failing to qualify as a REOC. The Members acknowledge and agree that Bluerock may assign any or all of its rights or powers under this Agreement as Manager, to designate committee representatives, to provide consents and approvals, or any other rights or powers to one or more of its BR Affiliates as it deems appropriate, and the exercise of any such rights or powers by a BR Affiliate shall have full force and effect under this Agreement without the need for any further consent or approval. Except as disclosed to BxxxxxxxBluerock, Xxxxxxx Xxxx (a) shall not fund any Capital Contribution "with the 'plan assets' of any 'employee benefit plan' within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended or any 'plan' as defined by Section 4975 of the Internal Revenue Code of 1986, as amended", and (b) shall comply with any reasonable requirements specified by Bluerock in order to ensure compliance with this Section 9.89.7.

Operation in Accordance with REOC/REIT Requirements. (a) The Members acknowledge that Bluerock the Managing Member or one or more of its Affiliates (a an “BR MM Affiliate”) intends or may intend to qualify as a “real estate operating company” or “venture capital operating company” within the meaning of U.S. Department of Labor Regulation 29 C.F.R. §2510.3-101 (a “REOC”), and agree that the Company shall at Managing Member’s sole cost and its Subsidiaries shall in such case expense be operated in a manner that will enable Bluerock the Managing Member and any such BR MM Affiliate to so qualify. Notwithstanding anything herein to the contrary, the Company and its Subsidiaries shall not take, or refrain from taking, any action that Bluerock notifies the Company would result in Bluerock the Managing Member or a BR an MM Affiliate from failing to qualify as a REOC. The Members acknowledge and agree that Bluerock the Managing Member may assign any or all of its rights or powers under this Agreement as Manager, Managing Member to designate committee representatives, to provide consents and approvals, or any other rights or powers to one or more of its BR MM Affiliates as it deems appropriate, and the exercise of any such rights or powers by a BR an MM Affiliate shall have full force and effect under this Agreement without the need for any further consent or approval. Except as disclosed to Bxxxxxxx, Xxxxxxx The Non-Managing Member (a) shall not fund any Capital Contribution "with the 'plan assets' of any 'employee benefit plan' within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended or any 'plan' as defined by Section 4975 of the Internal Revenue Code of 1986, as amended", and (b) shall comply with any reasonable requirements specified by Bluerock the Managing Member in order to ensure compliance with this Section 9.83.9.

Operation in Accordance with REOC/REIT Requirements. (a) The Members acknowledge that Bluerock or one or more of its Affiliates (a “an "BR Affiliate”") intends or may intend to qualify as a “"real estate operating company” " or “"venture capital operating company” " within the meaning of U.S. Department of Labor Regulation 29 C.F.R. §2510.3-101 (a “"REOC”"), and agree that the Company and its Subsidiaries shall in such case be operated in a manner that will enable Bluerock and such BR Affiliate to so qualify. Notwithstanding anything herein to the contrary, the Company and its Subsidiaries shall not take, or refrain from taking, any action that Bluerock notifies the Company would result in Bluerock or a BR Affiliate from failing to qualify as a REOC. The Members acknowledge and agree that Bluerock may assign any or all of its rights or powers under this Agreement as Manager, to designate committee representatives, to provide consents and approvals, or any other rights or powers to one or more of its BR Affiliates as it deems appropriate, and the exercise of any such rights or powers by a BR Affiliate shall have full force and effect under this Agreement without the need for any further consent or approval. Except as disclosed to BxxxxxxxBluerock, Xxxxxxx TSC (a) shall not fund any Capital Contribution "with the 'plan assets' of any 'employee benefit plan' within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended or any 'plan' as defined by Section 4975 of the Internal Revenue Code of 1986, as amended", ," and (b) shall comply with any reasonable requirements specified by Bluerock in order to ensure compliance with this Section 9.88.7.

Operation in Accordance with REOC/REIT Requirements. (a) The Members acknowledge that Bluerock or one or more of its Affiliates (a an “BR Affiliate”) intends or may intend to qualify as a “real estate operating company” or “venture capital operating company” within the meaning of U.S. Department of Labor Regulation 29 C.F.R. §2510.3-101 (a “REOC”), and agree that the Company and its Subsidiaries shall in such case be operated in a manner that will enable Bluerock and such BR Affiliate to so qualify. Notwithstanding anything herein to the contrary, the Company and its Subsidiaries shall not take, or refrain from taking, any action that Bluerock notifies the Company would result in Bluerock or a BR Affiliate from failing to qualify as a REOC. The Members acknowledge and agree that Bluerock may assign any or all of its rights or powers under this Agreement as Manager, to designate committee representatives, to provide consents and approvals, or any other rights or powers to one or more of its BR Affiliates as it deems appropriate, and the exercise of any such rights or powers by a BR Affiliate shall have full force and effect under this Agreement without the need for any further consent or approval. Except as disclosed to BxxxxxxxBluerock, Xxxxxxx Bxxx (a) shall not fund any Capital Contribution "with the 'plan assets' of any 'employee benefit plan' within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended or any 'plan' as defined by Section 4975 of the Internal Revenue Code of 1986, as amended", and (b) shall comply with any reasonable requirements specified by Bluerock in order to ensure compliance with this Section 9.89.7.

Operation in Accordance with REOC/REIT Requirements. (a) The Members acknowledge that Bluerock or one or more of its Affiliates (a an “BR Affiliate”) intends or may intend to qualify as a “real estate operating company” or “venture capital operating company” within the meaning of U.S. Department of Labor Regulation 29 C.F.R. §2510.3-101 (a “REOC”), and agree that the Company and its Subsidiaries shall in such case be operated in a manner that will enable Bluerock and such BR Affiliate to so qualify. Notwithstanding anything herein to the contrary, the Company and its Subsidiaries shall not take, or refrain from taking, any action that Bluerock notifies the Company would result in Bluerock or a BR Affiliate from failing to qualify as a REOC. The Members acknowledge and agree that Bluerock may assign any or all of its rights or powers under this Agreement as Manager, to designate committee representatives, to provide consents and approvals, or any other rights or powers to one or more of its BR Affiliates as it deems appropriate, and the exercise of any such rights or powers by a BR Affiliate shall have full force and effect under this Agreement without the need for any further consent or approval. Except as disclosed to Bxxxxxxx, Xxxxxxx Hawthorne (a) shall not fund any Capital Contribution "with the 'plan assets' of any 'employee benefit plan' within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended or any 'plan' as defined by Section 4975 of the Internal Revenue Code of 1986, as amended", and (b) shall comply with any reasonable requirements specified by Bluerock in order to ensure compliance with this Section 9.89.9.