Common use of Restrictions on Authority of the Managing Member Clause in Contracts

Restrictions on Authority of the Managing Member. Notwithstanding anything to the contrary contained herein, without the written consent of all of the Preferred Members, the Managing Member shall not have the authority to, with respect to the Company: (a) Change the principal business of the Company to something other than investing in multifamily-related debt and equity Investments; (b) Cause the Company to incur indebtedness for borrowed money, other than: (i) indebtedness for trade payables not to exceed $1,000,000 at any time, and (ii) nonrecourse indebtedness (other than nonrecourse carveouts for bad acts), with a maximum of 80% loan to value on a weighted average basis for all Investments, provided, however, that no debt shall be incurred, directly or indirectly, on any of the Investments owned by the Company as of July 1, 2015 in excess of that in place on such Investment as of July 1, 2015; (c) Cause the ratio of (i) the Adjusted Capital Contributions of all the Preferred Members to (ii) the Adjusted Capital Contributions of all Common Members to exceed 25%; (d) Cause the Company to make distributions to Common Members during any fiscal quarter if the cash generated from Investments and collected by the Company during the preceding fiscal quarter does not exceed the product of (i) 1.25 and (ii) the total Preferred Return due to the Preferred Members on the succeeding quarterly due date (a “Cash Coverage Test”). Cash retained by the Company in any one quarter, and not distributed to the Common Members, may be distributed in subsequent quarters provided that the Company meets the Cash Coverage Test for that quarter; (e) Cause the Company to make distributions to Common Members after the occurrence and during the continuance of an event of default under any agreement to which the Company is a party that evidences indebtedness for borrowed money; (f) Settle any litigation, arbitration or administrative proceedings, or confessing judgment, in each case on behalf of the Company and requiring payment in excess of $50,000 (unless any excess above $50,000 is funded by insurance proceeds, subject to applicable deductibles) or instituting any legal action for damages in excess of $50,000; or (g) Cause the Company to file any petition or consent to the filing of any petition that would subject the Company to a bankruptcy. The Managing Member’s ability to amend this Agreement and/or the Certificate is governed by Article X.

Restrictions on Authority of the Managing Member. Notwithstanding anything to the contrary contained hereinExcept as otherwise provided in this Agreement, without the prior written consent of all of the Preferred Members, the Managing Member shall not have the authority to, with respect to and the CompanyManaging Member hereby covenants and agrees that it shall not: (a) Change the principal business Knowingly, do any act in contravention of this Agreement or, when acting on behalf of the Company to something other than investing Company, engage in multifamily-related debt and equity Investmentsactivities inconsistent with the purposes of the Company; (b) Cause Do any act which would, to the Company Managing Member’s knowledge, make it impossible to incur indebtedness for borrowed money, other than: (i) indebtedness for trade payables not to exceed $1,000,000 at any time, and (ii) nonrecourse indebtedness (other than nonrecourse carveouts for bad acts), with a maximum of 80% loan to value carry on a weighted average basis for all Investments, provided, however, that no debt shall be incurred, directly or indirectly, on any the ordinary business of the Investments owned by the Company as of July 1, 2015 in excess of that in place on such Investment as of July 1, 2015Company; (c) Cause the ratio of (i) the Adjusted Capital Contributions of all the Preferred Members to (ii) the Adjusted Capital Contributions of all Common Members to exceed 25%Possess Property, or assign rights in specific Property, for other than a Company purpose; (d) Cause the Company to make distributions to Common Members during Perform any fiscal quarter if the cash generated from Investments and collected by the Company during the preceding fiscal quarter does not exceed the product of (i) 1.25 and (ii) the total Preferred Return due act that would, to the Preferred Members on the succeeding quarterly due date (a “Cash Coverage Test”). Cash retained by the Company Managing Member’s knowledge, subject any Member to liability in any one quarter, and not distributed to jurisdiction for the Common Members, may be distributed in subsequent quarters provided that debts or obligations of the Company meets the Cash Coverage Test for that quarterCompany; (e) Cause or permit the Company to make distributions to Common Members after the occurrence and during the continuance of an event of default under any agreement to which or the Company is a party that evidences indebtedness for borrowed moneySubsidiary to voluntarily take any action with respect to the Company described in clauses (a)(iii), (b) or (c) of the definition of “Bankruptcy” in Section 1.10 hereof; (f) Settle Cause or permit the Company or the Company Subsidiary to incur, assume or obligate itself by contract for any litigationDebt; provided that notwithstanding the foregoing, arbitration or administrative proceedingsthe Company may incur trade credit incurred in the ordinary course of the Company’s business (for example, or confessing judgmentlegal and accounting fees and expenses) and which trade credit is not outstanding for more than ninety (90) days; and provided further that, in each case on behalf the event that the Managing Member has elected pursuant to Section 10.08(a) hereof to cause all or any portion of the Interests of the Class A Members to be retired, the Managing Member may cause the Company and requiring payment in excess of $50,000 (unless any excess above $50,000 is funded to borrow from the Company Subsidiary the funds necessary to make the distributions to the Class A Members required by insurance proceeds, subject to applicable deductiblesSection 10.08(b) or instituting any legal action for damages in excess of $50,000; orhereof; (g) Cause or permit the Company or the Company Subsidiary to create, incur, assume or permit to exist any Lien upon any Property other than Permitted Encumbrances; (h) Cause or permit the Company or the Company Subsidiary to acquire, by purchase, lease or contribution any assets other than Permitted Assets or any Permitted Asset that is in default at the time of its acquisition by the Company; (i) Cause or permit the Company or the Company Subsidiary to make or acquire by contribution any Demand Loan unless (i) the borrowing evidenced by such Demand Loan has been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of the borrower, and such certification has been delivered to the Company together with certificates as to incumbency and due authorization of the officers of the borrower authorized to execute and deliver such Demand Loan (which certified action may be one so taken and certification may be one so delivered before that acquisition if the certified action remains in effect at the time of, and is applicable to, that acquisition), (ii) such Demand Loan is legal, valid, binding and enforceable in accordance with its terms against the borrower, (iii) the guaranty by IMS Health with respect to such Demand Loan, if any, (A) has been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of IMS Health, and such certification has been delivered to the Company together with certificates as to incumbency and due authorization of the officers of IMS Health authorized to execute and deliver such guaranty (which certified action may be one so taken and certification may be one so delivered before that acquisition if the certified action remains in effect at the time of, and is applicable to, that acquisition), and (B) is legal, valid, binding and enforceable in accordance with its terms against IMS Health and (iv) IMS Health’s obligations thereunder or under any guaranty with respect thereto, as the case may be, rank at least pari passu with all other unsecured senior Debt of IMS Health; (j) Cause or permit the Company Subsidiary to make a loan to IMS Health or any other Person approved by the Members evidenced by the Term Note to Spartan unless (i) the borrowing evidenced by such Note has been duly authorized by all required corporate action, such action has been duly certified by the secretary or an assistant secretary of the borrower, and such certification has been delivered to the Company together with certificates as to incumbency and due authorization of the officers of the borrower authorized to execute and deliver such Note (which certified action may be one so taken and certification may be one so delivered before that loan if the certified action remains in effect at the time of, and is applicable to, that loan); and (ii) such Note is legal, valid, binding and enforceable in accordance with its terms against the borrower; (k) Cause or permit the admission of any Member to the Company other than pursuant to Section 1.01, Article X or Section 14.03 hereof; (l) Cause or permit the Company or the Company Subsidiary to legally merge or consolidate with or into any corporation, limited liability company, business trust or association, real estate investment trust, common law trust, or unincorporated business (including a partnership, whether general or limited); (m) Cause the Company to file distribute any petition asset other than as provided in Article IV, Section 10.08 and Article XII hereof; (n) Cause or permit the Company or the Company Subsidiary to utilize the CMS Intangible Assets or grant to any Person other than IMS Health pursuant to the 2006 IMS Health Lease the right to access the CMS Intangible Assets, in each case in order to develop, distribute or market products, other than Minor Permitted Uses (as defined in the 2006 IMS Health Lease); and (o) Cause or permit the Company or the Company Subsidiary to enter into, permit or consent to any amendment or modification of, or supplement to, or terminate or waive compliance with any provision of, the filing of 2006 IMS Health Lease, any petition that would subject the Company Demand Note evidencing any Demand Loan or a Term Note to a bankruptcy. The Managing Member’s ability to amend this Agreement and/or the Certificate is governed by Article X.Spartan, if any.