Common use of Outside Activities of the Managing Member Clause in Contracts

Outside Activities of the Managing Member. Neither Newco nor the Newco Group Members shall, directly or indirectly, enter into or conduct any business or operations, other than in connection with (a) the ownership, acquisition and disposition of Common Units, (b) the management of the business and affairs of the Company and its Subsidiaries, (c) the operation of Newco as a reporting company with a class (or classes) of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, and listed on a securities exchange, (d) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (e) financing or refinancing of any type related to the Company, its Subsidiaries or their assets or activities, and (f) such activities as are incidental to the foregoing; provided, however, that, except as otherwise provided herein, the net proceeds of any financing raised by the Newco or the Newco Group Members pursuant to the preceding clauses (d) and (e) shall be made available to the Company, whether as Capital Contributions, loans or otherwise, as appropriate, and, provided further, that Newco and the Newco Group Members may, in their sole and absolute discretion, from time to time hold or acquire assets in its own name or otherwise other than through the Company and its Subsidiaries so long as the Newco Group Members take commercially reasonable measures to ensure that the economic benefits and burdens of such assets are otherwise vested in the Company or its Subsidiaries, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its Subsidiaries, the Members shall negotiate in good faith to amend this Agreement to reflect such activities and the direct ownership of assets by the Newco Group Members. Nothing contained herein shall be deemed to prohibit Newco or the Newco Group Members from executing any guarantee of indebtedness of the Company or its Subsidiaries.

Outside Activities of the Managing Member. Neither Newco nor The Managing Member, for so long as it is the Newco Group Members shallManaging Member of the Company, shall not directly or indirectly, indirectly enter into or conduct any business or operationsbusiness, other than in connection with with, (a) the ownership, acquisition and disposition of Common UnitsMembership Interests, (b) the management of the business and affairs of the Company and its SubsidiariesCompany, (c) the its operation of Newco as a reporting company with a class (or classes) of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, and listed on a securities exchangeAct, (d) its operations as a REIT, (e) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (ef) financing or refinancing of any type related to the Company, Company or its Subsidiaries or their assets or activities, (g) the holding, operation, acquisition or disposition of Excluded Properties in accordance with the terms of this Agreement with respect thereto and (fh) such activities as are incidental to the foregoingthereto; provided, however, that, except as otherwise provided herein, that the net proceeds of any financing raised by the Newco or the Newco Group Members pursuant to the preceding clauses (d) and (e) shall be made available to the Company, whether as Capital Contributions, loans or otherwise, as appropriate, and, provided further, that Newco and the Newco Group Members may, in their sole and absolute discretion, Managing Member may from time to time hold or acquire assets in its own name or otherwise other than through the Company and its Subsidiaries so long as the Newco Group Members take Managing Member takes commercially reasonable measures to ensure insure that the economic benefits and burdens of such assets Property are otherwise vested in the Company or its SubsidiariesCompany, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its SubsidiariesCompany, the Members shall negotiate in good faith to amend this Agreement Agreement, including the definition of “Adjustment Factor,” to reflect such activities and the direct ownership of assets by the Newco Group MembersManaging Member, as applicable. Nothing contained herein The Managing Member and all “qualified REIT subsidiaries” (within the meaning of Code Section 856(i)(2)) and disregarded entities (determined for federal income tax purposes) thereof, taken as a group, shall not own any assets or take title to assets (other than temporarily in connection with an acquisition prior to contributing such assets to the Company) other than (i) Excluded Properties, (ii) interests in “qualified REIT subsidiaries” (within the meaning of Code Section 856(i)(2)) or disregarded entities (determined for federal income tax purposes), (iii) Membership Interests as the Managing Member or CLNS Credit and (iv) such cash and cash equivalents, bank accounts or similar instruments or accounts as such group deems reasonably necessary, taking into account Section 7.1.D hereof and the requirements necessary for CLNS Credit to qualify as a REIT and for the Managing Member and CLNS Credit to carry out their respective responsibilities contemplated under this Agreement and the Charter. The Managing Member and any Affiliates of the Managing Member may acquire Membership Interests and shall be deemed entitled to prohibit Newco or the Newco Group Members from executing any guarantee exercise all rights of indebtedness of the Company or its Subsidiariesa Member relating to such Membership Interests.

Outside Activities of the Managing Member. Neither Newco nor the Newco Group Members shallThe Managing Member shall not, directly or indirectly, enter into or conduct any business or operations, other than in connection with (a) the ownership, acquisition and disposition of Common Units, (b) the management of the business and affairs of the Company and its Subsidiaries, (c) the operation of Newco the Managing Member as a reporting company with a class (or classes) of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, and listed on a securities exchangeStock Exchange, (d) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (e) financing or refinancing of any type related to the Company, its Subsidiaries or their assets or activities, and (f) such activities as are incidental to the foregoing; provided, however, that, except as otherwise provided herein, the net proceeds of any financing raised by the Newco or the Newco Group Members Managing Member pursuant to the preceding clauses (d) and (e) shall be made available to the Company, whether as Capital Contributions, loans or otherwise, as appropriate, and, provided further, that Newco and the Newco Group Members Managing Member may, in their its sole and absolute discretion, from time to time hold or acquire assets in its own name or otherwise other than through the Company and its Subsidiaries so long as the Newco Group Members take Managing Member takes commercially reasonable measures to ensure that the economic benefits and burdens of such assets are otherwise vested in the Company or its Subsidiaries, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its Subsidiaries, the Members shall negotiate in good faith to amend this Agreement to reflect such activities and the direct ownership of assets by the Newco Group MembersManaging Member. For avoidance of doubt, the corporate opportunity doctrine shall not apply to the Managing Member, any of the Managing Member’s Affiliates (including any director (or equivalent) of the Managing Member) or any officer or employee of the Managing Member or Officer or employee of the Company and each of the foregoing Persons shall be free to pursue any opportunity presented to him, her or it without any obligation to the Company or the Managing Member to the maximum extent permitted by applicable Law. Nothing contained herein shall be deemed to prohibit Newco or the Newco Group Members Managing Member from executing any guarantee of indebtedness of the Company or its Subsidiaries.

Outside Activities of the Managing Member. Neither Newco nor the Newco Group Members shall, The Managing Member shall not directly or indirectly, indirectly enter into or conduct any business or operationsbusiness, other than in connection with with, (a) the ownership, acquisition and disposition of Common UnitsLLC Interests, (b) the management of the business and affairs of the Company and its SubsidiariesCompany, (c) the operation of Newco the Managing Member as a reporting company with a class (or classes) of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, and listed on a securities exchangeAct, (d) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (e) financing or refinancing of any type related to the Company, Company or its Subsidiaries or their assets or activities, and (f) such activities as are incidental to the foregoingthereto; provided, however, that, except as otherwise provided herein, the net proceeds of any financing funds raised by the Newco or the Newco Group Members Managing Member pursuant to the preceding clauses (d) and (e) shall be made available to the Company, whether as Capital Contributions, loans or otherwise, as appropriate, and, provided provided, further, that Newco and the Newco Group Members Managing Member may, in their its sole and absolute discretion, from time to time hold or acquire assets in its own name or otherwise other than through the Company and its Subsidiaries so long as the Newco Group Members take Managing Member takes commercially reasonable measures to ensure that the economic benefits and burdens of such assets Property are otherwise vested in the Company or its SubsidiariesCompany, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its SubsidiariesCompany, the Members shall negotiate in good faith to amend this Agreement Agreement, including, without limitation, the definition of “Adjustment Factor,” to reflect such activities and the direct ownership of assets by the Newco Group MembersManaging Member. Nothing contained herein shall be deemed to prohibit Newco or the Newco Group Members Managing Member from executing any guarantee guarantees of indebtedness Company debt. Any LLC Interests acquired by the Managing Member shall be automatically converted into a Managing Member Interest comprised of an identical number of Company Units with the same terms as the class or series so acquired. Any Affiliates of the Company or its SubsidiariesManaging Member may acquire Member Interests and shall, except as expressly provided in this Agreement, be entitled to exercise all rights of a Member relating to such Member Interests.

Outside Activities of the Managing Member. Neither Newco nor Without the Newco Group Members shallConsent of the Members, not to be unreasonably withheld, conditioned or delayed, the Managing Member shall not directly or indirectly, indirectly enter into or conduct any business or operationsbusiness, other than in connection with with, (a) the ownership, acquisition and disposition of Common UnitsMembership Interests, (b) the management of the business and affairs of the Company and its SubsidiariesCompany, (c) the operation of Newco the Managing Member as a reporting company with a class (or classes) of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, and listed on a securities exchangeAct, (d) its operations as a REIT, (e) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (ef) financing or refinancing of any type related to the Company, Company or its Subsidiaries or their assets or activities, and (fg) such activities as are incidental to the foregoingthereto; provided, however, that, except as otherwise provided herein, the net proceeds of any financing funds raised by the Newco or the Newco Group Members Managing Member pursuant to the preceding clauses (de) and (ef) shall be made available to the Company, whether as Capital Contributions, loans or otherwise, as appropriate, and, provided provided, further, that Newco and the Newco Group Members Managing Member may, in their its sole and absolute discretion, from time to time directly or indirectly hold or acquire assets or conduct property, leasing, construction or other management services or employee-related activities in its own name or otherwise other than through the Company and its Subsidiaries so long as the Newco Group Members take Managing Member takes commercially reasonable measures to ensure that the economic benefits and burdens of such assets Property , services or activities are otherwise vested in the Company or its SubsidiariesCompany, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its SubsidiariesCompany, the Members shall negotiate in good faith to amend this Agreement Agreement, including, without limitation, the definition of “Adjustment Factor,” to reflect such activities and the direct ownership of assets by the Newco Group MembersManaging Member. Nothing contained herein shall be deemed to prohibit Newco or the Newco Group Members Managing Member from executing guarantees of Company debt. The Managing Member and all Disregarded Entities with respect to the Managing Member, taken as a group, shall not own any guarantee of indebtedness assets or take title to assets (other than temporarily in connection with an acquisition prior to contributing such assets to the Company) other than (i) interests in Disregarded Entities with respect to the Managing Member, (ii) Membership Interests as the Managing Member, (iii) a minority interest in any Subsidiary of the Company that the Managing Member holds to maintain such Subsidiary’s status as a partnership for federal income tax purposes or otherwise, and (iv) such cash and cash equivalents, bank accounts or similar instruments or accounts as such group deems reasonably necessary, taking into account Section 7.1(d) hereof and the requirements necessary for the Managing Member to qualify as a REIT and for the Managing Member to carry out its Subsidiariesresponsibilities contemplated under this Agreement and the Charter. Any Membership Interests acquired by the Managing Member, whether pursuant to the exercise by a Member of its right to Redemption, or otherwise, shall be automatically converted into a Managing Member Interest comprised of an identical number of Membership Units with the same terms as the class or series so acquired. Any Affiliates of the Managing Member may acquire Member Interests and shall, except as expressly provided in this Agreement, be entitled to exercise all rights of a Member relating to such Member Interests.

Outside Activities of the Managing Member. Neither Newco nor the Newco Group Members shallThe Managing Member shall not, directly or indirectly, enter into or conduct any business or operations, other than in connection with (a) the ownership, acquisition and disposition of Common Units, (b) the management of the business and affairs of the Company and its Subsidiaries, (c) the operation of Newco Bakkt Pubco as a reporting company with a class (or classes) of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, and listed on a securities exchange, (d) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (e) financing or refinancing of any type related to the Company, its Subsidiaries or their assets or activities, and (f) such activities as are incidental to the foregoing; provided, however, that, except as otherwise provided herein, the net proceeds of any financing raised by the Newco or the Newco Group Members Bakkt Pubco pursuant to the preceding clauses (d) and (e) shall be made available to the Company, whether as Capital Contributions, loans or otherwise, as appropriate, and, provided further, that Newco and the Newco Group Members Bakkt Pubco may, in their its sole and absolute discretion, from time to time hold or acquire assets in its own name or otherwise other than through the Company and its Subsidiaries so long as the Newco Group Members take Bakkt Pubco takes commercially reasonable measures to ensure that the economic benefits and burdens of such assets are otherwise vested in the Company or its Subsidiaries, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its Subsidiaries, the Members shall negotiate in good faith to amend this Agreement to reflect such activities and the direct ownership of assets by the Newco Group MembersBakkt Pubco. Nothing contained herein shall be deemed to prohibit Newco or the Newco Group Members Bakkt Pubco from executing any guarantee of indebtedness of the Company or its Subsidiaries.

Outside Activities of the Managing Member. Neither Newco nor the Newco Group Members shallThe Managing Member shall not, directly or indirectly, enter into or conduct any business or operations, other than in connection with (a) the ownership, acquisition and disposition of Common Units, (b) the management of the business and affairs of the Company and its Subsidiaries, (c) the operation of Newco the Managing Member as a reporting company with a class (or classes) of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, and listed on a securities exchange, (d) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (e) financing or refinancing of any type related to the Company, its Subsidiaries or their assets or activities, and (f) such activities as are incidental to the foregoing; provided, however, that, except as otherwise provided herein, the net proceeds of any financing raised by the Newco or the Newco Group Members Managing Member pursuant to the preceding clauses (d) and (e) shall be made available to the Company, whether as Capital Contributions, loans or otherwise, as appropriate, and, provided further, that Newco and the Newco Group Members Managing Member may, in their its sole and absolute discretion, from time to time hold or acquire assets in its own name or otherwise other than through the Company and its Subsidiaries so long as the Newco Group Members take Managing Member takes commercially reasonable measures to ensure that the economic benefits and burdens of such assets are otherwise vested in the Company or its Subsidiaries, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its Subsidiaries, the Members shall negotiate in good faith to amend this Agreement to reflect such activities and the direct ownership of assets by the Newco Group MembersManaging Member. Nothing contained herein shall be deemed to prohibit Newco or the Newco Group Members Managing Member from executing any guarantee of indebtedness of the Company or its Subsidiaries.

Outside Activities of the Managing Member. Neither Newco nor the Newco Group Members shallThe Managing Member shall not, directly or indirectly, enter into or conduct any business or operations, other than in connection with (a) the ownership, acquisition and disposition of Common Units, (b) the management of the business and affairs of the Company and its Subsidiaries, (c) the operation of Newco the Managing Member as a reporting company with a class (or classes) of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, and listed on a securities exchange, (d) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interestsinterests of the PubCo or the Company or any of its Subsidiaries, (e) financing or refinancing of any type related to the PubCo or the Company, its Subsidiaries or their assets or activities, (f) treasury and treasury management, (g) stock repurchases, (h) the declaration and payment of distributions or dividends with respect to any class of securities and (fi) such activities as are incidental to the foregoing; provided, however, that, except as otherwise provided herein, the net proceeds of any financing raised by the Newco or the Newco Group Members Managing Member pursuant to the preceding clauses (d) and (e) shall be made available to the Company, whether as Capital Contributions, loans or otherwise, as appropriate; provided, and, provided further, that Newco and the Newco Group Members Managing Member may, in their its sole and absolute discretion, from time to time hold or acquire assets in its own name or otherwise other than through the Company and its Subsidiaries so long as the Newco Group Members take Managing Member takes commercially reasonable measures to ensure that the economic benefits and burdens of such assets are otherwise vested in the Company or its Subsidiaries, through assignment, mortgage mortgage, loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its Subsidiaries, the Members shall negotiate in good faith to amend this Agreement to reflect such activities and the direct ownership of assets by the Newco Group MembersManaging Member. Nothing contained herein shall be deemed to prohibit Newco or the Newco Group Members Managing Member from executing any guarantee of indebtedness of the Company or its Subsidiaries.

Outside Activities of the Managing Member. Neither Newco nor The Managing Member, for so long as it is the Newco Group Members shallManaging Member of the Company, shall not directly or indirectly, indirectly enter into or conduct any business or operationsbusiness, other than in connection with with, (a) the ownership, acquisition and disposition of Common UnitsMembership Interests, (b) the management of the business and affairs of the Company and its SubsidiariesCompany, (c) the its operation of Newco as a reporting company with a class (or classes) of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, and listed on a securities exchangeAct, (d) its operations as a REIT, (e) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (ef) financing or refinancing of any type related to the Company, Company or its Subsidiaries or their assets or activities, (g) the holding, operation, acquisition or disposition of Excluded Properties in accordance with the terms of this Agreement with respect thereto and (fh) such activities as are incidental to the foregoingthereto; provided, however, that, except as otherwise provided herein, that the net proceeds of any financing raised by the Newco or the Newco Group Members pursuant to the preceding clauses (d) and (e) shall be made available to the Company, whether as Capital Contributions, loans or otherwise, as appropriate, and, provided further, that Newco and the Newco Group Members may, in their sole and absolute discretion, Managing Member may from time to time hold or acquire assets in its own name or otherwise other than through the Company and its Subsidiaries so long as the Newco Group Members take Managing Member takes commercially reasonable measures to ensure insure that the economic benefits and burdens of such assets Property are otherwise vested in the Company or its SubsidiariesCompany, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its SubsidiariesCompany, the Members shall negotiate in good faith to amend this Agreement Agreement, including the definition of “Adjustment Factor,” to reflect such activities and the direct ownership of assets by the Newco Group MembersManaging Member, as applicable. Nothing contained herein The Managing Member and all “qualified REIT subsidiaries” (within the meaning of Code Section 856(i)(2)) and disregarded entities (determined for federal income tax purposes) thereof, taken as a group, shall not own any assets or take title to assets (other than temporarily in connection with an acquisition prior to contributing such assets to the Company) other than (i) Excluded Properties, (ii) interests in “qualified REIT subsidiaries” (within the meaning of Code Section 856(i)(2)) or disregarded entities (determined for federal income tax purposes), (iii) Membership Interests as the Managing Member or CLNS, (iv) such cash and cash equivalents, bank accounts or similar instruments or accounts as such group deems reasonably necessary, taking into account Section 7.1.D hereof and the requirements necessary for CLNS to qualify as a REIT and for the Managing Member and CLNS to carry out their respective responsibilities contemplated under this Agreement and the Charter and (v) equity interests in the MH REITs. The Managing Member and any Affiliates of the Managing Member may acquire Membership Interests and shall be deemed entitled to prohibit Newco or the Newco Group Members from executing any guarantee exercise all rights of indebtedness of the Company or its Subsidiariesa Member relating to such Membership Interests.

Outside Activities of the Managing Member. Neither Newco nor Without the Newco Group Members shallConsent of the Members, not to be unreasonably withheld, conditioned or delayed, the Managing Member shall not directly or indirectly, indirectly enter into or conduct any business or operationsbusiness, other than in connection with with, (a) the ownership, acquisition and disposition of Common UnitsMembership Interests, (b) the management of the business and affairs of the Company and its SubsidiariesCompany, (c) the operation of Newco the Managing Member as a reporting company with a class (or classes) of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, and listed on a securities exchangeAct, (d) its operations as a REIT, (e) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (ef) financing or refinancing of any type related to the Company, Company or its Subsidiaries or their assets or activities, and (fg) such activities as are incidental to the foregoingthereto; provided, however, that, except as otherwise provided herein, the net proceeds of any financing funds raised by the Newco or the Newco Group Members Managing Member pursuant to the preceding clauses (de) and (ef) shall be made available to the Company, whether as Capital Contributions, loans or otherwise, as appropriate, and, provided provided, further, that Newco and the Newco Group Members Managing Member may, in their its sole and absolute discretion, from time to time directly or indirectly hold or acquire assets or conduct property, leasing, construction or other management services or employee-related activities in its own name or otherwise other than through the Company and its Subsidiaries so long as the Newco Group Members take Managing Member takes commercially reasonable measures to ensure that the economic benefits and burdens of such assets Property, services or activities are otherwise vested in the Company or its SubsidiariesCompany, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its SubsidiariesCompany, the Members shall negotiate in good faith to amend this Agreement Agreement, including, without limitation, the definition of “Adjustment Factor,” to reflect such activities and the direct ownership of assets by the Newco Group MembersManaging Member. Nothing contained herein shall be deemed to prohibit Newco or the Newco Group Members Managing Member from executing guarantees of Company debt. The Managing Member and all Disregarded Entities with respect to the Managing Member, taken as a group, shall not own any guarantee of indebtedness assets or take title to assets (other than temporarily in connection with an acquisition prior to contributing such assets to the Company) other than (i) interests in Disregarded Entities with respect to the Managing Member, (ii) Membership Interests as the Managing Member, (iii) a minority interest in any Subsidiary of the Company that the Managing Member holds to maintain such Subsidiary’s status as a partnership for federal income tax purposes or otherwise, and (iv) such cash and cash equivalents, bank accounts or similar instruments or accounts as such group deems reasonably necessary, taking into account Section 7.1(d) hereof and the requirements necessary for the Managing Member to qualify as a REIT and for the Managing Member to carry out its Subsidiariesresponsibilities contemplated under this Agreement and the Charter. Any Membership Interests acquired by the Managing Member, whether pursuant to the exercise by a Member of its right to Redemption, or otherwise, shall be automatically converted into a Managing Member Interest comprised of an identical number of Membership Units with the same terms as the class or series so acquired. Any Affiliates of the Managing Member may acquire Member Interests and shall, except as expressly provided in this Agreement, be entitled to exercise all rights of a Member relating to such Member Interests.

Outside Activities of the Managing Member. Neither Newco nor the Newco Group Members shallThe Managing Member shall not, directly or indirectly, enter into or conduct any business or operations, other than in connection with (a) the ownership, acquisition and disposition of Common Units, (b) the management of the business and affairs of the Company and its Subsidiaries, (c) the operation of Newco the Managing Member as a reporting company with a class (or classes) of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, and listed on a securities exchangeStock Exchange, (d) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (e) financing or refinancing of any type related to the Company, its Subsidiaries or their assets or activities, and (f) such activities as are incidental to the foregoing; provided, however, that, except as otherwise provided herein, the net proceeds of any financing raised by the Newco or the Newco Group Members Managing Member pursuant to the preceding clauses (d) and (e) shall be made available to the Company, whether as Capital Contributions, loans or otherwise, as appropriate, and, provided further, that Newco and the Newco Group Members Managing Member may, in their its sole and absolute discretion, from time to time hold or acquire assets in its own name or otherwise other than through the Company and its Subsidiaries so long as the Newco Group Members take Managing Member takes commercially reasonable measures to ensure that the economic benefits and burdens of such assets are otherwise vested in the Company or its Subsidiaries, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its Subsidiaries, the Members shall negotiate in good faith to amend this Agreement to reflect such activities and the direct ownership of assets by the Newco Group MembersManaging Member. For avoidance of doubt, the corporate opportunity doctrine shall not apply to the Managing Member, any of the Managing Member’s Affiliates (including any director (or equivalent) of the Managing Member) or any officer or employee of the Managing Member or Officer or employee of the Company and each of the foregoing Persons shall be free to pursue any opportunity presented to him, her or it without any obligation to the Company or the Managing Member to the maximum extent permitted by applicable Law. Nothing contained herein shall be deemed to prohibit Newco or the Newco Group Members Managing Member from executing any guarantee of indebtedness of the Company or its Subsidiaries.. ARTICLE VII

Outside Activities of the Managing Member. Neither Newco nor the Newco Group Members shall, directly or indirectly, enter into or conduct any business or operations, other than in connection with (a) the ownership, acquisition and disposition of Common Units, (b) the management of the business and affairs of the Company and its Subsidiaries, (c) the operation of Newco as a reporting company with a class (or classes) of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, and listed on a securities exchange, (d) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (e) financing or refinancing of any type related to the Company, its Subsidiaries or their assets or activities, and (f) such activities as are incidental to the foregoing; foregoing; provided, however, that, except as otherwise provided herein, the net proceeds of any financing raised by the Newco or the Newco Group Members pursuant to the preceding clauses (d‎(d) and (e‎(e) shall be made available to the Company, whether as Capital Contributions, loans or otherwise, as appropriate, and, provided further, that Newco and the Newco Group Members may, in their sole and absolute discretion, from time to time hold or acquire assets in its own name or otherwise other than through the Company and its Subsidiaries so long as the Newco Group Members take commercially reasonable measures to ensure that the economic benefits and burdens of such assets are otherwise vested in the Company or its Subsidiaries, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its Subsidiaries, the Members shall negotiate in good faith to amend this Agreement to reflect such activities and the direct ownership of assets by the Newco Group Members. Nothing contained herein shall be deemed to prohibit Newco or the Newco Group Members from executing any guarantee of indebtedness of the Company or its Subsidiaries.

Outside Activities of the Managing Member. Neither Newco nor The Managing Member, for so long as it is the Newco Group Members shallManaging Member of the Company, shall not directly or indirectly, indirectly enter into or conduct any business or operationsbusiness, other than in connection with with, (a) the ownership, acquisition and disposition of Common UnitsMembership Interests, (b) the management of the business and affairs of the Company and its SubsidiariesCompany, (c) the its operation of Newco as a reporting company with a class (or classes) of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, and listed on a securities exchangeAct, (d) its operations as a REIT, (e) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (ef) financing or refinancing of any type related to the Company, Company or its Subsidiaries or their assets or activities, (g) the holding, operation, acquisition or disposition of Excluded Properties in accordance with the terms of this Agreement with respect thereto and (fh) such activities as are incidental to the foregoingthereto; provided, however, that, except as otherwise provided herein, that the net proceeds of any financing raised by the Newco or the Newco Group Members pursuant to the preceding clauses (d) and (e) shall be made available to the Company, whether as Capital Contributions, loans or otherwise, as appropriate, and, provided further, that Newco and the Newco Group Members may, in their sole and absolute discretion, Managing Member may from time to time hold or acquire assets in its own name or otherwise other than through the Company and its Subsidiaries so long as the Newco Group Members take Managing Member takes commercially reasonable measures to ensure insure that the economic benefits and burdens of such assets Property are otherwise vested in the Company or its SubsidiariesCompany, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its SubsidiariesCompany, the Members shall negotiate in good faith to amend this Agreement Agreement, including the definition of “Adjustment Factor,” to reflect such activities and the direct ownership of assets by the Newco Group MembersManaging Member, as applicable. Nothing contained herein The Managing Member and all “qualified REIT subsidiaries” (within the meaning of Code Section 856(i)(2)) and disregarded entities (determined for federal income tax purposes) thereof, taken as a group, shall not own any assets or take title to assets (other than temporarily in connection with an acquisition prior to contributing such assets to the Company) other than (i) Excluded Properties, (ii) interests in “qualified REIT subsidiaries” (within the meaning of Code Section 856(i)(2)) or disregarded entities (determined for federal income tax purposes), (iii) Membership Interests as the Managing Member or CLNY and (iv) such cash and cash equivalents, bank accounts or similar instruments or accounts as such group deems reasonably necessary, taking into account Section 7.1.D hereof and the requirements necessary for CLNY to qualify as a REIT and for the Managing Member and CLNY to carry out their respective responsibilities contemplated under this Agreement and the Charter. The Managing Member and any Affiliates of the Managing Member may acquire Membership Interests and shall be deemed entitled to prohibit Newco or the Newco Group Members from executing any guarantee exercise all rights of indebtedness of the Company or its Subsidiariesa Member relating to such Membership Interests.

Outside Activities of the Managing Member. Neither Newco nor The Managing Member, for so long as it is the Newco Group Members shallManaging Member of the Company, shall not directly or indirectly, indirectly enter into or conduct any business or operationsbusiness, other than in connection with with, (a) the ownership, acquisition and disposition of Common UnitsMembership Interests, (b) the management of the business and affairs of the Company and its SubsidiariesCompany, (c) the its operation of Newco as a reporting company with a class (or classes) of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, and listed on a securities exchangeAct, (d) its operations as a REIT, (e) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (ef) financing or refinancing of any type related to the Company, Company or its Subsidiaries or their assets or activities, (g) the holding, operation, acquisition or disposition of Excluded Properties in accordance with the terms of this Agreement with respect thereto and (fh) such activities as are incidental to the foregoingthereto; provided, however, that, except as otherwise provided herein, that the net proceeds of any financing raised by the Newco or the Newco Group Members pursuant to the preceding clauses (d) and (e) shall be made available to the Company, whether as Capital Contributions, loans or otherwise, as appropriate, and, provided further, that Newco and the Newco Group Members may, in their sole and absolute discretion, Managing Member may from time to time hold or acquire assets in its own name or otherwise other than through the Company and its Subsidiaries so long as the Newco Group Members take Managing Member takes commercially reasonable measures to ensure insure that the economic benefits and burdens of such assets Property are otherwise vested in the Company or its SubsidiariesCompany, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its SubsidiariesCompany, the Members shall negotiate in good faith to amend this Agreement Agreement, including the definition of “Adjustment Factor,” to reflect such activities and the direct ownership of assets by the Newco Group MembersManaging Member, as applicable. Nothing contained herein The Managing Member and all “qualified REIT subsidiaries” (within the meaning of Code Section 856(i)(2)) and disregarded entities (determined for federal income tax purposes) thereof, taken as a group, shall not own any assets or take title to assets (other than temporarily in connection with an acquisition prior to contributing such assets to the Company) other than (i) Excluded Properties, (ii) interests in “qualified REIT subsidiaries” (within the meaning of Table of Contents Code Section 856(i)(2)) or disregarded entities (determined for federal income tax purposes), (iii) Membership Interests as the Managing Member or CLNS Credit and (iv) such cash and cash equivalents, bank accounts or similar instruments or accounts as such group deems reasonably necessary, taking into account Section 7.1.D hereof and the requirements necessary for CLNS Credit to qualify as a REIT and for the Managing Member and CLNS Credit to carry out their respective responsibilities contemplated under this Agreement and the Charter. The Managing Member and any Affiliates of the Managing Member may acquire Membership Interests and shall be deemed entitled to prohibit Newco or the Newco Group Members from executing any guarantee exercise all rights of indebtedness of the Company or its Subsidiariesa Member relating to such Membership Interests.

Outside Activities of the Managing Member. Neither Newco nor Without the Newco Group Members shallConsent of the Members, not to be unreasonably withheld, conditioned or delayed, the Managing Member shall not directly or indirectly, indirectly enter into or conduct any business or operationsbusiness, other than in connection with with, (a) the ownership, acquisition and disposition of Common UnitsMembership Interests, (b) the management of the business and affairs of the Company and its SubsidiariesCompany, (c) the operation of Newco the Managing Member as a reporting company with a class (or classes) of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, and listed on a securities exchangeAct, (d) its operations as a REIT, (e) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (ef) financing or refinancing of any type related to the Company, Company or its Subsidiaries or their assets or activities, and (fg) such activities as are incidental to the foregoingthereto; provided, however, that, except as otherwise provided herein, the net proceeds of any financing funds raised by the Newco or the Newco Group Members Managing Member pursuant to the preceding clauses (de) and (ef) shall be made available to the Company, whether as Capital Contributions, loans or otherwise, as appropriate, and, provided provided, further, that Newco and the Newco Group Members Managing Member may, in their its sole and absolute discretion, from time to time hold or acquire assets in its own name or otherwise other than through the Company and its Subsidiaries so long as the Newco Group Members take Managing Member takes commercially reasonable measures to ensure that the economic benefits and burdens of such assets Property are otherwise vested in the Company or its SubsidiariesCompany, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its SubsidiariesCompany, the Members shall negotiate in good faith to amend this Agreement Agreement, including, without limitation, the definition of “Adjustment Factor,” to reflect such activities and the direct ownership of assets by the Newco Group MembersManaging Member. Nothing contained herein shall be deemed to prohibit Newco or the Newco Group Members Managing Member from executing guarantees of Company debt. The Managing Member and all Disregarded Entities with respect to the Managing Member, taken as a group, shall not own any guarantee of indebtedness assets or take title to assets (other than temporarily in connection with an acquisition prior to contributing such assets to the Company) other than (i) interests in Disregarded Entities with respect to the Managing Member, (ii) Membership Interests as the Managing Member, (iii) a minority interest in any Subsidiary of the Company that the Managing Member holds to maintain such Subsidiary’s status as a partnership for federal income tax purposes or otherwise, and (iv) such cash and cash equivalents, bank accounts or similar instruments or accounts as such group deems reasonably necessary, taking into account Section 7.1(d) hereof and the requirements necessary for the Managing Member to qualify as a REIT and for the Managing Member to carry out its Subsidiariesresponsibilities contemplated under this Agreement and the Charter. Any Membership Interests acquired by the Managing Member, whether pursuant to the exercise by a Member of its right to Redemption, or otherwise, shall be automatically converted into a Managing Member Interest comprised of an identical number of Membership Units with the same terms as the class or series so acquired. Any Affiliates of the Managing Member may acquire Member Interests and shall, except as expressly provided in this Agreement, be entitled to exercise all rights of a Member relating to such Member Interests.

Outside Activities of the Managing Member. The Managing Member shall devote to the Company such time as may be necessary for the proper performance of its duties as Managing Member under this Agreement, but the Managing Member is not required, and is not expected, to devote its full time to the performance of such duties. The Managing Member and its affiliates and any officer, director, employee, agent, trustee, manager or equityholder of the Managing Member or any of its affiliates shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Company (including owning and operating real estate and incurring indebtedness in its own name, whether or not the proceeds of such indebtedness are used for the benefit of the Company), including engaging in other business interests and activities in direct or indirect competition with the Company. Neither Newco the Company nor any Member shall have any right by virtue of this Agreement or the Newco Group Members shallmember relationship established hereby in or to such other business interests or activities or to the income or proceeds derived therefrom, and the pursuit of such business interests or activities, even if competitive with the business of the Company (including causing customers to transfer from one of the Company’s properties to other properties in which the Managing Member or any of its affiliates has an interest, directly or indirectly, enter into or conduct any business or operations, other than in connection with (a) the ownership, acquisition and disposition of Common Units, (b) the management of the business and affairs of the Company and its Subsidiaries, (c) the operation of Newco as a reporting company with a class (or classes) of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, and listed on a securities exchange, (d) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (e) financing or refinancing of any type related without compensation to the Company, its Subsidiaries or their assets taking other actions for the benefit of the Managing Member or activities, and (f) such activities as other entities affiliated with the Managing Member that are incidental detrimental to the foregoing; providedCompany), however, that, except as otherwise provided herein, the net proceeds shall not be deemed wrongful or improper or a breach of any financing raised by duty existing hereunder, at law, in equity or otherwise. Neither the Newco or Managing Member nor any affiliate of the Newco Group Members pursuant Managing Member shall be obligated to present any particular opportunity to the preceding clauses (d) and (e) shall be made available Company even if such opportunity is of a character which, if presented to the Company, whether as Capital Contributions, loans or otherwise, as appropriatecould be taken by the Company, and, provided furtherregardless of whether or not such opportunity is competitive with the Company, that Newco and the Newco Group Members may, in their sole and absolute discretion, from time Managing Member or any affiliate of the Managing Member shall have the right to time hold or acquire assets in take for its own name account (individually or otherwise other than through the Company and its Subsidiaries so long as the Newco Group Members take commercially reasonable measures a trustee, member or fiduciary), or to ensure that the economic benefits and burdens of recommend to others, any such assets are otherwise vested in the Company or its Subsidiaries, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its Subsidiaries, the Members shall negotiate in good faith to amend this Agreement to reflect such activities and the direct ownership of assets by the Newco Group Members. Nothing contained herein shall be deemed to prohibit Newco or the Newco Group Members from executing any guarantee of indebtedness of the Company or its Subsidiariesparticular opportunity.

Outside Activities of the Managing Member. Neither Newco nor The Managing Member, for so long as it is the Newco Group Members shallManaging Member of the Company, shall not directly or indirectly, indirectly enter into or conduct any business or operationsbusiness, other than in connection with with, (a) the ownership, acquisition and disposition of Common UnitsMembership Interests, (b) the management of the business and affairs of the Company and its SubsidiariesCompany, (c) the its operation of Newco as a reporting company with a class (or classes) of securities registered under Section 12 of the U.S. Securities Exchange Act of 1934, and listed on a securities exchangeAct, (d) its operations as a REIT, (e) the offering, sale, syndication, private placement or public offering of stock, bonds, securities or other interests, (ef) financing or refinancing of any type related to the Company, Company or its Subsidiaries or their assets or activities, (g) the holding, operation, acquisition or disposition of Excluded Properties in accordance with the terms of this Agreement with respect thereto and (fh) such activities as are incidental to the foregoingthereto; provided, however, that, except as otherwise provided herein, that the net proceeds of any financing raised by the Newco or the Newco Group Members pursuant to the preceding clauses (d) and (e) shall be made available to the Company, whether as Capital Contributions, loans or otherwise, as appropriate, and, provided further, that Newco and the Newco Group Members may, in their sole and absolute discretion, Managing Member may from time to time hold or acquire assets in its own name or otherwise other than through the Company and its Subsidiaries so long as the Newco Group Members take Managing Member takes commercially reasonable measures to ensure insure that the economic benefits and burdens of such assets Property are otherwise vested in the Company or its SubsidiariesCompany, through assignment, mortgage loan or otherwise or, if it is not commercially reasonable to vest such economic interests in the Company or any of its SubsidiariesCompany, the Members shall negotiate in good faith to amend this Agreement Agreement, including the definition of “Adjustment Factor,” to reflect such activities and the direct ownership of assets by the Newco Group MembersManaging Member, as applicable. Nothing contained herein The Managing Member and all “qualified REIT subsidiaries” (within the meaning of Code Section 856(i)(2)) and disregarded entities (determined for federal income tax purposes) thereof, taken as a group, shall not own any assets or take title to assets (other than temporarily in connection with an acquisition prior to contributing such assets to the Company) other than (i) Excluded Properties, (ii) interests in “qualified REIT subsidiaries” (within the meaning of Code Section 856(i)(2)) or disregarded entities (determined for federal income tax purposes), (iii) Membership Interests as the Managing Member or BrightSpire Capital and (iv) such cash and cash equivalents, bank accounts or similar instruments or accounts as such group deems reasonably necessary, taking into account Section 7.1.D hereof and the requirements necessary for BrightSpire Capital to qualify as a REIT and for the Managing Member and BrightSpire Capital to carry out their respective responsibilities contemplated under this Agreement and the Charter. The Managing Member and any Affiliates of the Managing Member may acquire Membership Interests and shall be deemed entitled to prohibit Newco or the Newco Group Members from executing any guarantee exercise all rights of indebtedness of the Company or its Subsidiariesa Member relating to such Membership Interests.