Common use of Significant Decisions Clause in Contracts

Significant Decisions. Notwithstanding anything to the contrary set forth in this Agreement but subject to Section 3.3, no Member shall take or cause or permit the Company or any Subsidiary to take any of the following actions, expend any amount of money, make any decision or incur any obligation on behalf of the Company or any Subsidiary with respect to any matter within the scope of any of the matters enumerated below (each a “Significant Decision”) unless the action, expenditure or other decision has been approved by the Class A Member in writing and in advance and has been approved in accordance with any other requirements of this Agreement: (1) except for any sale of one or more Properties where the Net Disposition Proceeds therefrom are sufficient to pay all amounts owing to the Senior Lenders in respect of such sale and for the Company to pay the Release Payment required to be paid to the Class A Member in respect of such sale, sell, transfer, assign or otherwise dispose of, or enter into or cause or permit any Subsidiary to enter into any agreement or option to sell, transfer, assign or otherwise dispose of, all or any portion of any of the Properties or any other Company Asset (except immaterial items of personal property sold in the ordinary course of business) or of any of the Company’s direct or indirect interests in any Property or any Subsidiary; (2) (a) change the nature of the business or the method of conducting the affairs of the Company or any Subsidiary or the use of any Property or (b) acquire any land or other real property or interest therein; (3) enter into any agreement or other arrangement with the Class B Member, any Guarantor or any of their respective Affiliates unless (i) such agreement or other arrangement is on arm’s-length commercially reasonable terms and (ii) such agreement or other arrangement is terminable by the Class A Member following the declaration of a Changeover Event without payment of any termination or similar fee; provided that the Mortgage Loan Documents and Operating Leases are hereby approved in their current form; (4) fail to comply with any of the covenants set forth in Section 5.15; (5) to the fullest extent permitted by law, dissolve and wind-up the Company or any Subsidiary or elect to continue the Company or any Subsidiary or elect to continue the business of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing) (other than dissolving and winding up any Subsidiary whose sole direct or indirect asset was a Property sold in accordance with the provisions hereof); (6) except (i) as permitted under the Senior Loan Documents, (ii) any refinancing of any of the Senior Loans in which the Company concurrently redeems the Class A Member’s Interest in full for the Redemption Price, and (iii) any incurrence of Additional Mezzanine Loans in accordance with the terms of the Senior Loan Documents where the Company concurrently pays the Class A Member all of the Net Financing Proceeds from the incurrence thereof, incur, renew or refinance Indebtedness of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing); (7) except for immaterial modifications that are not adverse to the Class A Member or the Company or any of its Subsidiaries, modify (i) any loan documentation (including the Senior Loan Documents) executed by the Company or any Subsidiary or (ii) any other material agreement (including any franchise, leasing or property or asset management agreement) the execution of which required the approval of the Class A Member (or permit any Subsidiary to do any of the foregoing); (8) institute proceedings to adjudicate the Company or any Subsidiary a bankrupt, or consent to the filing of a bankruptcy proceeding against the Company or any Subsidiary, or file a petition or answer or consent seeking reorganization of the Company or any Subsidiary under the Bankruptcy Code or any other similar applicable federal, state or foreign law, or consent to the filing of any such petition against the Company or any Subsidiary, or consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or any Subsidiary or of its property, or make an assignment for the benefit of creditors of the Company or any Subsidiary, or admit, in any legal proceeding, the Company’s or any Subsidiary’s inability to pay its debts generally as they become due (or permit any Subsidiary to do any of the foregoing); or make any decision on behalf of the Company or any Subsidiary with respect to any Bankruptcy or other similar proceeding under any present or future federal, state, local or other law involving the Company, any Subsidiary or any portion of the Property; (9) organize or form any Subsidiary of the Company or of any Subsidiary or become a member of any such entity (it being understood that (A) the Company already is a member of Mezzanine GP and TRS Holdco, and a limited partner of Mezzanine LP, (B) Mezzanine GP is the general partner of Mezzanine, (C) Mezzanine LP is already a member of LLC Borrower and Owner GP and a limited partner of LP Borrower, (D) Owner GP is already the general partner of LP Borrower, (E) TRS Holdco is already a member of Main TRS, HIL TRS, MISC TRS, and TRS GP, and a limited partner of Main LP TRS and HIL LP TRS, (F) TRS GP is already the general partner of Main LP TRS and HIL LP TRS, (G) Main LP TRS is already a member of ARC Hospitality Portfolio II Concessions, LLC, a Delaware limited liability company (“Concessions”), (H) Concessions is already a member of ARC Hospitality Portfolio II TX Management, LLC, a Delaware limited liability company (“Management”), (I) Management is already a member of ARC Hospitality Portfolio II TX Holdings, LLC, a Delaware limited liability company (“TX Holdings”), and (J) TX Holdings is already a member of ARC Hospitality Portfolio II TX Beverage Company, LLC, a Delaware limited liability company (“Beverage”)), other than in connection with the incurrence of an Additional Mezzanine Loan in accordance with the terms of this Agreement, in which case the Company shall own one hundred percent (100%) of the interests in the Subsidiary formed for the purpose of incurring such Additional Mezzanine Loan, which in turn shall own one hundred percent (100%) of the interests in the Mezzanine GP and ninety-nine percent (99%) of the limited partnership interests and the general partnership interest in Mezzanine LP; (10) amend this Agreement, the Certificate or any other Organizational Document of the Company, any Subsidiary (or permit any Subsidiary to do the same) or the Class B Member; (11) merge or consolidate the Company or any Subsidiary with or into any other Person (or permit any Subsidiary to do the same) (or engage in any other transaction having substantially the same effect); (12) make distributions to Members other than as required in, and in accordance with, Article 8 of this Agreement; (13) create or permit the creation of any encumbrance on any Property or the Company’s direct or indirect interest in any Subsidiary or any other Company Asset (or permit any Subsidiary to do any of the foregoing) other than space leases entered into in the ordinary course in accordance with the terms of the Senior Loan Documents and such other encumbrances as are permitted by the terms of the Senior Loan Documents, provided, however, that the Subsidiaries may, without the consent of the Class A Member, contest mechanics’ liens as permitted by the terms of the Senior Loan Documents; and (14) appoint any replacement Managing Member. Upon the declaration of a Changeover Event, the Class A Member or any Person designated by it shall have the exclusive authority to take each of the foregoing actions and make each of the foregoing decisions on behalf of the Company as it deems appropriate in its sole discretion and any requirement in this Agreement, at law or otherwise that it seek approval from or consult with the Class B Member or any other Person shall be of no force or effect.

Significant Decisions. Notwithstanding anything The Company shall not, and no Manager of the Company shall have the power or authority to cause the Company to, without the prior unanimous consent of all of the Members, take any action in respect of a Significant Decision; provided, however, that if a Member receives notice from the Company, either personally or by mail or by facsimile, describing in reasonable detail an action with respect to a Significant Decision that the Company intends to adopt, and such Member does not notify the Company in writing within seven (7) days or such longer period as may be stated in the notice that it does not consent to the contrary set forth in this Agreement but subject to Section 3.3taking of such action, no such Member shall take be deemed to have consented to the taking of such action with respect to the Significant Decision. For purposes of this Agreement, each of the following matters shall constitute a "Significant Decision": (a) the adoption, amendment, alteration or cause repeal of any provision or permit term of any Organizational Document of the Company; (b) any merger or consolidation involving, or any reorganization, dissolution (other than as expressly provided in Article X or Article XI hereof), liquidation or the issuance of equity securities or securities convertible into or exchangeable for equity securities (other than in any of the foregoing instances any merger or consolidation of a wholly owned Subsidiary of the Company, if any, with or into the Company or any another wholly owned Subsidiary to take any of the following actions, expend any amount of money, make any decision or incur any obligation on behalf of the Company or which would not have a material adverse tax effect on any Subsidiary with respect to any matter within the scope of any of the matters enumerated below (each a “Significant Decision”Member) unless the action, expenditure or other decision has been approved by the Class A Member in writing and in advance and has been approved in accordance with any other requirements of this Agreement: (1) except for any sale of one winding-up or more Properties where the Net Disposition Proceeds therefrom are sufficient to pay all amounts owing to the Senior Lenders in respect of such sale and for termination of, the Company to pay the Release Payment required to be paid to the Class A Member in respect of such sale, sell, transfer, assign or otherwise dispose of, or enter into or cause or permit any Subsidiary to enter into any agreement or option to sell, transfer, assign or otherwise dispose of, all or any portion of any of the Properties or any other Company Asset (except immaterial items of personal property sold in the ordinary course of business) or of any of the Company’s direct or indirect interests in any Property or any Subsidiary; (2) (a) change the nature of the business or the method of conducting the affairs of the Company or any Subsidiary or the use of any Property or (b) acquire any land or other real property or interest therein; (3) enter into any agreement or other arrangement with the Class B Member, any Guarantor or any of their respective Affiliates unless (i) such agreement or other arrangement is on arm’s-length commercially reasonable terms and (ii) such agreement or other arrangement is terminable by the Class A Member following the declaration adoption of a Changeover Event without payment of any termination or similar fee; provided that the Mortgage Loan Documents and Operating Leases are hereby approved in their current form; (4) fail to comply with any of the covenants set forth in Section 5.15; (5) to the fullest extent permitted by law, dissolve and wind-up the Company or any Subsidiary or elect to continue the Company or any Subsidiary or elect to continue the business of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing) (other than dissolving and winding up any Subsidiary whose sole direct or indirect asset was a Property sold in accordance with the provisions hereof); (6) except (i) as permitted under the Senior Loan Documents, (ii) any refinancing of any of the Senior Loans in which the Company concurrently redeems the Class A Member’s Interest in full for the Redemption Price, and (iii) any incurrence of Additional Mezzanine Loans in accordance with the terms of the Senior Loan Documents where the Company concurrently pays the Class A Member all of the Net Financing Proceeds from the incurrence thereof, incur, renew or refinance Indebtedness of the Company or any Subsidiary (or permit any Subsidiary plan to do any of the foregoing); (7c) except for immaterial modifications that are not adverse to the Class A Member purchase or other acquisition (by merger, consolidation or otherwise) by the Company of any stock or equity interests in or of any other Person, or any assets of its Subsidiariesany other Person, modify or any business (or a substantial part of a business), other than the purchase or other acquisition of (i) any loan documentation (including the Senior Loan Documents) executed securities issued by governmental agencies backed by the Company or any Subsidiary or full faith and credit of the United States government, (ii) any other material agreement deposits with, certificates of deposit issued by and securities repurchase contracts with commercial banks or primary financial institutions, (including any franchiseiii) commercial paper, leasing or property (iv) shares of money market mutual or asset management agreementsimilar funds which invest exclusively in assets satisfying the requirements of clauses (i), (ii) the execution of which required the approval of the Class A Member or (or permit any Subsidiary to do any of the foregoing)iii) hereof; (8) institute proceedings to adjudicate d) except as otherwise provided in this Agreement, the Company redemption, purchase, repurchase or other acquisition for value of any Membership Interests (other than as expressly provided in Article VIII and Article XI hereof) or any Subsidiary a bankrupt, or consent to the filing of a bankruptcy proceeding against the Company or any Subsidiary, or file a petition or answer or consent seeking reorganization debt securities of the Company or any Subsidiary under the Bankruptcy Code or any other similar applicable federal, state or foreign law, or consent to the filing of any such petition against the Company or any Subsidiary, or consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or any Subsidiary or of its property, or make an assignment for the benefit of creditors of the Company or any Subsidiary, or admit, in any legal proceeding, the Company’s or any Subsidiary’s inability to pay its debts generally as they become due (or permit any Subsidiary to do any of the foregoing); or make any decision on behalf of the Company or any Subsidiary with respect to any Bankruptcy or other similar proceeding under any present or future federal, state, local or other law involving the Company, any Subsidiary or any portion of the Property; (9) organize or form any wholly-owned Subsidiary of the Company (except to the extent such debt security is required to be so redeemed, purchased, repurchased or of any Subsidiary or become a member of any such entity (it being understood that (A) the Company already is a member of Mezzanine GP and TRS Holdco, and a limited partner of Mezzanine LP, (B) Mezzanine GP is the general partner of Mezzanine, (C) Mezzanine LP is already a member of LLC Borrower and Owner GP and a limited partner of LP Borrower, (D) Owner GP is already the general partner of LP Borrower, (E) TRS Holdco is already a member of Main TRS, HIL TRS, MISC TRS, and TRS GP, and a limited partner of Main LP TRS and HIL LP TRS, (F) TRS GP is already the general partner of Main LP TRS and HIL LP TRS, (G) Main LP TRS is already a member of ARC Hospitality Portfolio II Concessions, LLC, a Delaware limited liability company (“Concessions”), (H) Concessions is already a member of ARC Hospitality Portfolio II TX Management, LLC, a Delaware limited liability company (“Management”), (I) Management is already a member of ARC Hospitality Portfolio II TX Holdings, LLC, a Delaware limited liability company (“TX Holdings”), and (J) TX Holdings is already a member of ARC Hospitality Portfolio II TX Beverage Company, LLC, a Delaware limited liability company (“Beverage”)), other than in connection with the incurrence of an Additional Mezzanine Loan otherwise acquired in accordance with the terms of this Agreement); (e) the sale, in which case transfer, pledge or hypothecation of any shares of Common Stock other than to a wholly-owned Subsidiary of the Company; (f) subject to subsection (i) below, the entering into of any contract or transaction with or for the direct or indirect benefit of, or payment or provision of any money or other form of consideration, directly or indirectly, to or for the benefit of, or assumption, guarantee or becoming otherwise liable for any indebtedness or other obligation of, or sale, lease (as lessor or lessee), transfer, giving or other assignment or acquisition of any properties or assets, tangible or intangible, or services to or from, any Member or any of their respective Affiliates; provided, that subject to subsection (i) below, the unanimous consent of the Members shall not be required for the advancement of any working capital to the Company shall own one hundred percent by IDT Corporation and LMC as contemplated in Section 4.1(e); (100%g) taking any action or failing to take any action that could reasonably be expected to result in (i) the Company failing to be treated as a partnership for U.S. federal income tax purposes or (ii) the termination of the Company under Section 708(b) of the interests in the Subsidiary formed for the purpose of incurring such Additional Mezzanine Loan, which in turn shall own one hundred percent (100%) of the interests in the Mezzanine GP and ninety-nine percent (99%) of the limited partnership interests and the general partnership interest in Mezzanine LPCode; (10h) amend this Agreement, accepting contributions of capital from any Member after the Certificate or any other Organizational Document of the Company, any Subsidiary (or permit any Subsidiary to do the same) or the Class B Memberdate hereof; (11i) merge enter into any contract or consolidate arrangement which requires payment to or by the Company or any Subsidiary with of its Subsidiaries in an amount, whether payable at one time or into in a series of payments, in excess of U.S. $500,000 over the life of the contract or arrangement, except for any other Person (contract or permit arrangement which require payment of reasonable fees relating to administrative or professional services provided to the Company or any Subsidiary to do the same) (or engage in any other transaction having substantially the same effect)of its Subsidiaries; (12j) make distributions cause any settlement of any litigation or other governmental proceeding or which provides for the release of a Manager from any liability for damages to the Company caused by fraud or willful misconduct of such Manager; provided, however, that the consent of the Members other than as required in, and in accordance with, Article 8 of to take action with respect to this AgreementSection 3.3(j) shall not be unreasonably withheld; (13k) create entering into, assuming or permit the creation of becoming bound by any encumbrance on any Property or the Company’s direct or indirect interest in any Subsidiary or any other Company Asset (or permit any Subsidiary contract to do any of the foregoing) other than space leases entered into in the ordinary course in accordance with the terms , or otherwise attempting to do any of the Senior Loan Documents and such other encumbrances as are permitted foregoing, either directly or indirectly. Notwithstanding anything to the contrary contained herein, any action required to be taken by the terms of the Senior Loan Documents, provided, however, that the Subsidiaries may, without the consent of the Class A Member, contest mechanics’ liens as permitted by the terms of the Senior Loan Documents; and (14) appoint any replacement Managing Member. Upon the declaration of Company pursuant to Article VII shall not be deemed a Changeover Event, the Class A Member or any Person designated by it shall have the exclusive authority to take each of the foregoing actions and make each of the foregoing decisions on behalf of the Company as it deems appropriate in its sole discretion and any requirement in this Agreement, at law or otherwise that it seek approval from or consult with the Class B Member or any other Person shall be of no force or effectSignificant Decision.

Significant Decisions. Notwithstanding anything to the contrary set forth in this Agreement but subject to Section 3.3, no Member shall take or cause or permit the Company or any Subsidiary to take any of the following actions, expend any amount of money, make any decision or incur any obligation on behalf of the Company or any Subsidiary with respect to any matter within the scope of any of the matters enumerated below (each a “Significant Decision”) unless the action, expenditure or other decision has been approved by the Class A Member in writing and in advance and has been approved in accordance with any other requirements of this Agreement: (1) except for any sale of one or more Properties where the Net Disposition Proceeds therefrom are sufficient to pay all amounts owing to the Senior Lenders in respect of such sale and for the Company to pay the Release Payment required to be paid to the Class A Member in respect of such sale, sell, transfer, assign or otherwise dispose of, or enter into or cause or permit any Subsidiary to enter into any agreement or option to sell, transfer, assign or otherwise dispose of, all or any portion of any of the Properties or any other Company Asset (except immaterial items of personal property sold in the ordinary course of business) or of any of the Company’s direct or indirect interests in any Property or any Subsidiary; (2) (a) change the nature of the business or the method of conducting the affairs of the Company or any Subsidiary or the use of any Property or (b) acquire any land or other real property or interest therein; (3) enter into any agreement or other arrangement with the Class B Member, any Guarantor or any of their respective Affiliates unless (i) such agreement or other arrangement is on arm’s-length commercially reasonable terms and (ii) such agreement or other arrangement is terminable by the Class A Member following the declaration of a Changeover Event without payment of any termination or similar fee; provided that the Mortgage Loan Documents and Operating Leases are hereby approved in their current form; (4) fail to comply with any of the covenants set forth in Section 5.15; (5) to the fullest extent permitted by law, dissolve and wind-up the Company or any Subsidiary or elect to continue the Company or any Subsidiary or elect to continue the business of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing) (other than dissolving and winding up any Subsidiary whose sole direct or indirect asset was a Property sold in accordance with the provisions hereof); (6) except (i) as permitted under the Senior Loan Documents, (ii) any refinancing of any of the Senior Loans in which the Company concurrently redeems the Class A Member’s Interest in full for the Redemption Price, and (iii) any incurrence of Additional Mezzanine Loans in accordance with the terms of the Senior Loan Documents where the Company concurrently pays the Class A Member all of the Net Financing Proceeds from the incurrence thereof, incur, renew or refinance Indebtedness of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing);foregoing);22 (7) except for immaterial modifications that are not adverse to the Class A Member or the Company or any of its Subsidiaries, modify (i) any loan documentation (including the Senior Loan Documents) executed by the Company or any Subsidiary or (ii) any other material agreement (including any franchise, leasing or property or asset management agreement) the execution of which required the approval of the Class A Member (or permit any Subsidiary to do any of the foregoing); (8) institute proceedings to adjudicate the Company or any Subsidiary a bankrupt, or consent to the filing of a bankruptcy proceeding against the Company or any Subsidiary, or file a petition or answer or consent seeking reorganization of the Company or any Subsidiary under the Bankruptcy Code or any other similar applicable federal, state or foreign law, or consent to the filing of any such petition against the Company or any Subsidiary, or consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or any Subsidiary or of its property, or make an assignment for the benefit of creditors of the Company or any Subsidiary, or admit, in any legal proceeding, the Company’s or any Subsidiary’s inability to pay its debts generally as they become due (or permit any Subsidiary to do any of the foregoing); or make any decision on behalf of the Company or any Subsidiary with respect to any Bankruptcy or other similar proceeding under any present or future federal, state, local or other law involving the Company, any Subsidiary or any portion of the Property; (9) organize or form any Subsidiary of the Company or of any Subsidiary or become a member of any such entity (it being understood that (A) the Company already is a member of the First Mezzanine GP and TRS Holdco, and a limited partner of Mezzanine LP, (B) Mezzanine GP is the general partner of Mezzanine, (C) Mezzanine LP is already a member of LLC Borrower and Owner GP and a limited partner of LP Borrower, (D) Owner GP is already the general partner of LP Borrower, (E) TRS Holdco is already a member of Main TRS, HIL TRS, MISC TRS, and TRS GP, and a limited partner of Main LP TRS and HIL LP TRS, (F) TRS GP is already the general partner of Main LP TRS and HIL LP TRS, (G) Main LP TRS is already a member of ARC Hospitality Portfolio II Concessions, LLC, a Delaware limited liability company (“Concessions”), (H) Concessions is already a member of ARC Hospitality Portfolio II TX Management, LLC, a Delaware limited liability company (“Management”), (I) Management is already a member of ARC Hospitality Portfolio II TX Holdings, LLC, a Delaware limited liability company (“TX Holdings”), and (J) TX Holdings is already a member of ARC Hospitality Portfolio II TX Beverage Company, LLC, a Delaware limited liability company (“Beverage”)), other than in connection with the incurrence of an Additional Mezzanine Loan in accordance with the terms of this Agreement, in which case the Company shall own one hundred percent (100%) of the interests in the Subsidiary formed for the purpose of incurring such Additional Mezzanine Loan, which in turn shall own one hundred percent (100%) of the interests in the First Mezzanine GP and ninety-nine percent (99%) of the limited partnership interests and the general partnership interest in Mezzanine LPBorrower; (10) amend this Agreement, the Certificate or any other Organizational Document of the Company, any Subsidiary (or permit any Subsidiary to do the same) or the Class B Member; (11) merge or consolidate the Company or any Subsidiary with or into any other Person (or permit any Subsidiary to do the same) (or engage in any other transaction having substantially the same effect); (12) make distributions to Members other than as required in, and in accordance with, Article 8 of this Agreement; (13) create or permit the creation of any encumbrance on any Property or the Company’s direct or indirect interest in any Subsidiary or any other Company Asset (or permit any Subsidiary to do any of the foregoing) other than space leases entered into in the ordinary course in accordance with the terms of the Senior Loan Documents and such other encumbrances as are permitted by the terms of the Senior Loan Documents, provided, however, that the Subsidiaries may, without the consent of the Class A Member, contest mechanics’ liens as permitted by the terms of the Senior Loan Documents; and (14) appoint any replacement Managing Member. Upon the declaration of a Changeover Event, the Class A Member or any Person designated by it shall have the exclusive authority to take each of the foregoing actions and make each of the foregoing decisions on behalf of the Company as it deems appropriate in its sole discretion and any requirement in this Agreement, at law or otherwise that it seek approval from or consult with the Class B Member or any other Person shall be of no force or effect.

Significant Decisions. Notwithstanding anything to the contrary set forth in this Agreement but subject to Section 3.3, no Member shall take or cause or permit the Company or any Subsidiary to take any of the following actions, expend any amount of money, make any decision or incur any obligation on behalf of the Company or any Subsidiary with respect to any matter within the scope of any of the matters enumerated below (each a “Significant Decision”) unless the action, expenditure or other decision has been approved by the Class A Member in writing and in advance and has been approved in accordance with any other requirements of this Agreement: (1) except for any sale of one or more Properties where the Net Disposition Proceeds therefrom are sufficient to pay all amounts owing to the Senior Lenders in respect of such sale and for the Company to pay the Release Payment required to be paid to the Class A Member in respect of such sale, sell, transfer, assign or otherwise dispose of, or enter into or cause or permit any Subsidiary to enter into any agreement or option to sell, transfer, assign or otherwise dispose of, all or any portion of any of the Properties or any other Company Asset (except immaterial items of personal property sold in the ordinary course of business) or of any of the Company’s direct or indirect interests in any Property or any Subsidiary; (2) (a) change the nature of the business or the method of conducting the affairs of the Company or any Subsidiary or the use of any Property or (b) acquire any land or other real property or interest therein; (3) enter into any agreement or other arrangement with the Class B Member, any Guarantor or any of their respective Affiliates unless (i) such agreement or other arrangement is on arm’s-length commercially reasonable terms and (ii) such agreement or other arrangement is terminable by the Class A Member following the declaration of a Changeover Event without payment of any termination or similar fee; provided that the Mortgage Loan Documents and Operating Leases are hereby approved in their current form; (4) fail to comply with any of the covenants set forth in Section 5.15; (5) to the fullest extent permitted by law, dissolve and wind-up the Company or any Subsidiary or elect to continue the Company or any Subsidiary or elect to continue the business of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing) (other than dissolving and winding up any Subsidiary whose sole direct or indirect asset was a Property sold in accordance with the provisions hereof); (6) except (i) as permitted under the Senior Loan Documents, (ii) any refinancing of any of the Senior Loans in which the Company concurrently redeems the Class A Member’s Interest in full for the Redemption Price, and (iii) any incurrence of Additional Mezzanine Loans in accordance with the terms of the Senior Loan Documents where the Company concurrently pays the Class A Member all of the Net Financing Proceeds from the incurrence thereof, incur, renew or refinance Indebtedness of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing); (7) except for immaterial modifications that are both not material and not adverse to the Class A Member or the Company or any of its Subsidiaries, modify (i) any loan documentation (including the Senior Loan Documents) executed by the Company or any Subsidiary or (ii) any other material agreement (including any franchise, leasing or property or asset management agreement) the execution of which required the approval of the Class A Member (or permit any Subsidiary to do any of the foregoing); (8) institute proceedings to adjudicate the Company or any Subsidiary a bankrupt, or consent to the filing of a bankruptcy proceeding against the Company or any Subsidiary, or file a petition or answer or consent seeking reorganization of the Company or any Subsidiary under the Bankruptcy Code or any other similar applicable federal, state or foreign law, or consent to the filing of any such petition against the Company or any Subsidiary, or consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or any Subsidiary or of its property, or make an assignment for the benefit of creditors of the Company or any Subsidiary, or admit, in any legal proceeding, the Company’s or any Subsidiary’s inability to pay its debts generally as they become due (or permit any Subsidiary to do any of the foregoing); or make any decision on behalf of the Company or any Subsidiary with respect to any Bankruptcy or other similar proceeding under any present or future federal, state, local or other law involving the Company, any Subsidiary or any portion of the Property; (9) organize or form any Subsidiary of the Company or of any Subsidiary or become a member of any such entity (it being understood that (A) the Company already is a member of Mezzanine GP and TRS Holdco, Holdco and a limited partner of First Mezzanine LPBorrower, (Bb) Mezzanine GP is the general partner of Mezzanine, (C) First Mezzanine LP Borrower is already a member of LLC Borrower, BHGL Borrower, PXGL Borrower, GBGL Borrower, NFGL Borrower, MBGL 100 Borrower, MBGL 950 Borrower and Owner GP GP, and a limited partner of LP Borrower, (D) Owner GP is already the general partner of LP DLGL Borrower and SAGL Borrower, (E) TRS Holdco is already a member of Main TRS, HIL TRS, MISC TRS, and TRS GP, and a limited partner of Main LP TRS and HIL LP TRS, (F) TRS GP is already the general partner of Main LP TRS and HIL LP TRS, (G) Main LP TRS is already a member of ARC Hospitality Portfolio II Concessions, LLC, a Delaware limited liability company (“Concessions”), (H) Concessions is already a member of ARC Hospitality Portfolio II TX Management, LLC, a Delaware limited liability company (“Management”), (I) Management is already a member of ARC Hospitality Portfolio II TX Holdings, LLC, a Delaware limited liability company (“TX Holdings”), and (J) TX Holdings is already a member of ARC Hospitality Portfolio II TX Beverage Company, LLC, a Delaware limited liability company (“Beverage”)), other than in connection with the incurrence of an Additional Mezzanine Loan in accordance with the terms of this Agreement, in which case the Company shall own one hundred percent (100%) of the interests in the Subsidiary formed for the purpose of incurring such Additional Mezzanine Loan, which in turn shall own one hundred percent (100%) of the interests in the Mezzanine GP and ninety-nine percent (99%) of the limited partnership interests and the general partnership interest in Mezzanine LP; (10) amend this Agreement, the Certificate or any other Organizational Document of the Company, any Subsidiary (or permit any Subsidiary to do the same) or the Class B Member; (11) merge or consolidate the Company or any Subsidiary with or into any other Person (or permit any Subsidiary to do the same) (or engage in any other transaction having substantially the same effect); (12) make distributions to Members other than as required in, and in accordance with, Article 8 of this Agreement; (13) create or permit the creation of any encumbrance on any Property or the Company’s direct or indirect interest in any Subsidiary or any other Company Asset (or permit any Subsidiary to do any of the foregoing) other than space leases entered into in the ordinary course in accordance with the terms of the Senior Loan Documents and such other encumbrances as are permitted by the terms of the Senior Loan Documents, provided, however, that the Subsidiaries may, without the consent of the Class A Member, contest mechanics’ liens as permitted by the terms of the Senior Loan Documents; and (14) appoint any replacement Managing Member. Upon the declaration of a Changeover Event, the Class A Member or any Person designated by it shall have the exclusive authority to take each of the foregoing actions and make each of the foregoing decisions on behalf of the Company as it deems appropriate in its sole discretion and any requirement in this Agreement, at law or otherwise that it seek approval from or consult with the Class B Member or any other Person shall be of no force or effect.

Significant Decisions. Notwithstanding anything to the contrary set forth in this Agreement but subject to Section 3.3, no Member shall take or cause or permit the Company or any Subsidiary to take any of the following actions, expend any amount of money, make any decision or incur any obligation on behalf of the Company or any Subsidiary with respect to any matter within the scope of any of the matters enumerated below (each a “Significant Decision”) unless the action, expenditure or other decision has been approved by the Class A Member in writing and in advance and has been approved in accordance with any other requirements of this Agreement: (1) except for any sale of one or more Properties where the Net Disposition Proceeds therefrom are sufficient to pay all amounts owing to the Senior Lenders in respect of such sale and for the Company to pay the Release Payment required to be paid to the Class A Member in respect of such sale, sell, transfer, assign or otherwise dispose of, or enter into or cause or permit any Subsidiary to enter into any agreement or option to sell, transfer, assign or otherwise dispose of, all or any portion of any of the Properties or any other Company Asset (except immaterial items of personal property sold in the ordinary course of business) or of any of the Company’s direct or indirect interests in any Property or any Subsidiary; (2) (a) change the nature of the business or the method of conducting the affairs of the Company or any Subsidiary or the use of any Property or (b) acquire any land or other real property or interest therein; (3) enter into any agreement or other arrangement with the Class B Member, any Guarantor or any of their respective Affiliates unless (i) such agreement or other arrangement is on arm’s-length commercially reasonable terms and (ii) such agreement or other arrangement is terminable by the Class A Member following the declaration of a Changeover Event without payment of any termination or similar fee; provided that the Mortgage Loan Documents and Operating Leases are hereby approved in their current form; (4) fail to comply with any of the covenants set forth in Section 5.15; (5) to the fullest extent permitted by law, dissolve and wind-up the Company or any Subsidiary or elect to continue the Company or any Subsidiary or elect to continue the business of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing) (other than dissolving and winding up any Subsidiary whose sole direct or indirect asset was a Property sold in accordance with the provisions hereof); (6) except (i) as permitted under the Senior Loan Documents, (ii) any refinancing of any of the Senior Loans in which the Company concurrently redeems the the Class A Member’s Interest in full for the Redemption Price, and (iii) any incurrence of Additional Mezzanine Loans in accordance with the terms of the Senior Loan Documents where the Company concurrently pays the Class A Member all of the Net Financing Proceeds from the incurrence thereof, incur, renew or refinance Indebtedness of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing); (7) except for immaterial modifications that are both not material and not adverse to the Class A Member or the Company or any of its Subsidiaries, modify (i) any loan documentation (including the Senior Loan Documents) executed by the Company or any Subsidiary or (ii) any other material agreement (including any franchise, leasing or property or asset management agreement) the execution of which required the approval of the Class A Member (or permit any Subsidiary to do any of the foregoing); (8) institute proceedings to adjudicate the Company or any Subsidiary a bankrupt, or consent to the filing of a bankruptcy proceeding against the Company or any Subsidiary, or file a petition or answer or consent seeking reorganization of the Company or any Subsidiary under the Bankruptcy Code or any other similar applicable federal, state or foreign law, or consent to the filing of any such petition against the Company or any Subsidiary, or consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or any Subsidiary or of its property, or make an assignment for the benefit of creditors of the Company or any Subsidiary, or admit, in any legal proceeding, the Company’s or any Subsidiary’s inability to pay its debts generally as they become due (or permit any Subsidiary to do any of the foregoing); or make any decision on behalf of the Company or any Subsidiary with respect to any Bankruptcy or other similar proceeding under any present or future federal, state, local or other law involving the Company, any Subsidiary or any portion of the Property; (9) organize or form any Subsidiary of the Company or of any Subsidiary or become a member of any such entity (it being understood that (A) the Company already is a member of Mezzanine GP and TRS Holdco, Holdco and a limited partner of First Mezzanine LPBorrower, (Bb) Mezzanine GP is the general partner of Mezzanine, (C) First Mezzanine LP Borrower is already a member of LLC Borrower, BHGL Borrower, PXGL Borrower, GBGL Borrower, NFGL Borrower, MBGL 100 Borrower, MBGL 950 Borrower and Owner GP GP, and a limited partner of LP Borrower, (D) Owner GP is already the general partner of LP DLGL Borrower and SAGL Borrower, (E) TRS Holdco is already a member of Main TRS, HIL TRS, MISC TRS, and TRS GP, and a limited partner of Main LP TRS and HIL LP TRS, (F) TRS GP is already the general partner of Main LP TRS and HIL LP TRS, (G) Main LP TRS is already a member of ARC Hospitality Portfolio II Concessions, LLC, a Delaware limited liability company (“Concessions”), (H) Concessions is already a member of ARC Hospitality Portfolio II TX Management, LLC, a Delaware limited liability company (“Management”), (I) Management is already a member of ARC Hospitality Portfolio II TX Holdings, LLC, a Delaware limited liability company (“TX Holdings”), and (J) TX Holdings is already a member of ARC Hospitality Portfolio II TX Beverage Company, LLC, a Delaware limited liability company (“Beverage”)), other than in connection with the incurrence of an Additional Mezzanine Loan in accordance with the terms of this Agreement, in which case the Company shall own one hundred percent (100%) of the interests in the Subsidiary formed for the purpose of incurring such Additional Mezzanine Loan, which in turn shall own one hundred percent (100%) of the interests in the Mezzanine GP and ninety-nine percent (99%) of the limited partnership interests and the general partnership interest in Mezzanine LP; (10) amend this Agreement, the Certificate or any other Organizational Document of the Company, any Subsidiary (or permit any Subsidiary to do the same) or the Class B Member; (11) merge or consolidate the Company or any Subsidiary with or into any other Person (or permit any Subsidiary to do the same) (or engage in any other transaction having substantially the same effect); (12) make distributions to Members other than as required in, and in accordance with, Article 8 of this Agreement; (13) create or permit the creation of any encumbrance on any Property or the Company’s direct or indirect interest in any Subsidiary or any other Company Asset (or permit any Subsidiary to do any of the foregoing) other than space leases entered into in the ordinary course in accordance with the terms of the Senior Loan Documents and such other encumbrances as are permitted by the terms of the Senior Loan Documents, provided, however, that the Subsidiaries may, without the consent of the Class A Member, contest mechanics’ liens as permitted by the terms of the Senior Loan Documents; and (14) appoint any replacement Managing Member. Upon the declaration of a Changeover Event, the Class A Member or any Person designated by it shall have the exclusive authority to take each of the foregoing actions and make each of the foregoing decisions on behalf of the Company as it deems appropriate in its sole discretion and any requirement in this Agreement, at law or otherwise that it seek approval from or consult with the Class B Member or any other Person shall be of no force or effect.

Significant Decisions. Notwithstanding anything The Company shall not, and no Manager of the Company shall have the power or authority to cause the Company to, without the prior unanimous consent of all of the Members, take any action in respect of a Significant Decision; provided, however, that if a Member receives notice from the Company, either personally or by mail or by facsimile, describing in reasonable detail an action with respect to a Significant Decision that the Company intends to adopt, and such Member does not notify the Company in writing within seven (7) days or such longer period as may be stated in the notice that it does not consent to the contrary set forth in this Agreement but subject to Section 3.3taking of such action, no such Member shall take be deemed to have consented to the taking of such action with respect to the Significant Decision. For purposes of this Agreement, each of the following matters shall constitute a "Significant Decision": (a) the adoption, amendment, alteration or cause repeal of any provision or permit term of any Organizational Document of the Company; (b) any merger or consolidation involving, or any reorganization, dissolution (other than as expressly provided in Article X or Article XI hereof), liquidation or the issuance of equity securities or securities convertible into or exchangeable for equity securities (other than in any of the foregoing instances any merger or consolidation of a wholly owned Subsidiary of the Company, if any, with or into the Company or any another wholly owned Subsidiary to take any of the following actions, expend any amount of money, make any decision or incur any obligation on behalf of the Company or which would not have a material adverse tax effect on any Subsidiary with respect to any matter within the scope of any of the matters enumerated below (each a “Significant Decision”Member) unless the action, expenditure or other decision has been approved by the Class A Member in writing and in advance and has been approved in accordance with any other requirements of this Agreement: (1) except for any sale of one winding-up or more Properties where the Net Disposition Proceeds therefrom are sufficient to pay all amounts owing to the Senior Lenders in respect of such sale and for termination of, the Company to pay the Release Payment required to be paid to the Class A Member in respect of such sale, sell, transfer, assign or otherwise dispose of, or enter into or cause or permit any Subsidiary to enter into any agreement or option to sell, transfer, assign or otherwise dispose of, all or any portion of any of the Properties or any other Company Asset (except immaterial items of personal property sold in the ordinary course of business) or of any of the Company’s direct or indirect interests in any Property or any Subsidiary; (2) (a) change the nature of the business or the method of conducting the affairs of the Company or any Subsidiary or the use of any Property or (b) acquire any land or other real property or interest therein; (3) enter into any agreement or other arrangement with the Class B Member, any Guarantor or any of their respective Affiliates unless (i) such agreement or other arrangement is on arm’s-length commercially reasonable terms and (ii) such agreement or other arrangement is terminable by the Class A Member following the declaration adoption of a Changeover Event without payment of any termination or similar fee; provided that the Mortgage Loan Documents and Operating Leases are hereby approved in their current form; (4) fail to comply with any of the covenants set forth in Section 5.15; (5) to the fullest extent permitted by law, dissolve and wind-up the Company or any Subsidiary or elect to continue the Company or any Subsidiary or elect to continue the business of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing) (other than dissolving and winding up any Subsidiary whose sole direct or indirect asset was a Property sold in accordance with the provisions hereof); (6) except (i) as permitted under the Senior Loan Documents, (ii) any refinancing of any of the Senior Loans in which the Company concurrently redeems the Class A Member’s Interest in full for the Redemption Price, and (iii) any incurrence of Additional Mezzanine Loans in accordance with the terms of the Senior Loan Documents where the Company concurrently pays the Class A Member all of the Net Financing Proceeds from the incurrence thereof, incur, renew or refinance Indebtedness of the Company or any Subsidiary (or permit any Subsidiary plan to do any of the foregoing); (7c) except for immaterial modifications that are not adverse to the Class A Member purchase or other acquisition (by merger, consolidation or otherwise) by the Company of any stock or equity interests in or of any other Person, or any assets of its Subsidiariesany other Person, modify or any business (or a substantial part of a business), other than the purchase or other acquisition of (i) any loan documentation (including the Senior Loan Documents) executed securities issued by governmental agencies backed by the Company or any Subsidiary or full faith and credit of the United States government, (ii) any other material agreement deposits with, certificates of deposit issued by and securities repurchase contracts with commercial banks or primary financial institutions, (including any franchiseiii) commercial paper, leasing or property (iv) shares of money market mutual or asset management agreementsimilar funds which invest exclusively in assets satisfying the requirements of clauses (i), (ii) the execution of which required the approval of the Class A Member or (or permit any Subsidiary to do any of the foregoing)iii) hereof; (8) institute proceedings to adjudicate d) except as otherwise provided in this Agreement, the Company redemption, purchase, repurchase or other acquisition for value of any Membership Interests (other than as expressly provided in Article VIII and Article XI hereof) or any Subsidiary a bankrupt, or consent to the filing of a bankruptcy proceeding against the Company or any Subsidiary, or file a petition or answer or consent seeking reorganization debt securities of the Company or any Subsidiary under the Bankruptcy Code or any other similar applicable federal, state or foreign law, or consent to the filing of any such petition against the Company or any Subsidiary, or consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or any Subsidiary or of its property, or make an assignment for the benefit of creditors of the Company or any Subsidiary, or admit, in any legal proceeding, the Company’s or any Subsidiary’s inability to pay its debts generally as they become due (or permit any Subsidiary to do any of the foregoing); or make any decision on behalf of the Company or any Subsidiary with respect to any Bankruptcy or other similar proceeding under any present or future federal, state, local or other law involving the Company, any Subsidiary or any portion of the Property; (9) organize or form any wholly-owned Subsidiary of the Company (except to the extent such debt security is required to be so redeemed, purchased, repurchased or of any Subsidiary or become a member of any such entity (it being understood that (A) the Company already is a member of Mezzanine GP and TRS Holdco, and a limited partner of Mezzanine LP, (B) Mezzanine GP is the general partner of Mezzanine, (C) Mezzanine LP is already a member of LLC Borrower and Owner GP and a limited partner of LP Borrower, (D) Owner GP is already the general partner of LP Borrower, (E) TRS Holdco is already a member of Main TRS, HIL TRS, MISC TRS, and TRS GP, and a limited partner of Main LP TRS and HIL LP TRS, (F) TRS GP is already the general partner of Main LP TRS and HIL LP TRS, (G) Main LP TRS is already a member of ARC Hospitality Portfolio II Concessions, LLC, a Delaware limited liability company (“Concessions”), (H) Concessions is already a member of ARC Hospitality Portfolio II TX Management, LLC, a Delaware limited liability company (“Management”), (I) Management is already a member of ARC Hospitality Portfolio II TX Holdings, LLC, a Delaware limited liability company (“TX Holdings”), and (J) TX Holdings is already a member of ARC Hospitality Portfolio II TX Beverage Company, LLC, a Delaware limited liability company (“Beverage”)), other than in connection with the incurrence of an Additional Mezzanine Loan otherwise acquired in accordance with the terms of this Agreement); (e) the sale, transfer, pledge or hypothecation of any shares of Common Stock other than to a wholly-owned Subsidiary of the Company; (f) subject to subsection (i) below, the entering into of any contract or transaction with or for the direct or indirect benefit of, or payment or provision of any money or other form of consideration, directly or indirectly, to or for the benefit of, or assumption, guarantee or becoming otherwise liable for any indebtedness or other obligation of, or sale, lease (as lessor or lessee), transfer, giving or other assignment or acquisition of any properties or assets, tangible or intangible, or services to or from, any Member or any of their respective Affiliates; (g) taking any action or failing to take any action that could reasonably be expected to result in which case (i) the Company shall own one hundred percent failing to be treated as a partnership for U.S. federal income tax purposes or (100%ii) the termination of the Company under Section 708(b) of the interests in the Subsidiary formed for the purpose of incurring such Additional Mezzanine Loan, which in turn shall own one hundred percent (100%) of the interests in the Mezzanine GP and ninety-nine percent (99%) of the limited partnership interests and the general partnership interest in Mezzanine LPCode; (10h) amend this Agreement, accepting contributions of capital from any Member after the Certificate or any other Organizational Document of the Company, any Subsidiary (or permit any Subsidiary to do the same) or the Class B Memberdate hereof; (11i) merge enter into any contract or consolidate arrangement which requires payment to or by the Company or any Subsidiary with of its Subsidiaries in an amount, whether payable at one time or into in a series of payments, in excess of U.S. $500,000 over the life of the contract or arrangement, except for any other Person (contract or permit arrangement which require payment of reasonable fees relating to administrative or professional services provided to the Company or any Subsidiary to do the same) (or engage in any other transaction having substantially the same effect)of its Subsidiaries; (12j) make distributions cause any settlement of any litigation or other governmental proceeding or which provides for the release of a Manager from any liability for damages to the Company caused by fraud or willful misconduct of such Manager; provided, however, that the consent of the Members other than as required in, and in accordance with, Article 8 of to take action with respect to this AgreementSection 3.3(j) shall not be unreasonably withheld; (13k) create entering into, assuming or permit the creation of becoming bound by any encumbrance on any Property or the Company’s direct or indirect interest in any Subsidiary or any other Company Asset (or permit any Subsidiary contract to do any of the foregoing) other than space leases entered into in the ordinary course in accordance with the terms , or otherwise attempting to do any of the Senior Loan Documents and such other encumbrances as are permitted foregoing, either directly or indirectly. Notwithstanding anything to the contrary contained herein, any action required to be taken by the terms of the Senior Loan Documents, provided, however, that the Subsidiaries may, without the consent of the Class A Member, contest mechanics’ liens as permitted by the terms of the Senior Loan Documents; and (14) appoint any replacement Managing Member. Upon the declaration of Company pursuant to Article VII shall not be deemed a Changeover Event, the Class A Member or any Person designated by it shall have the exclusive authority to take each of the foregoing actions and make each of the foregoing decisions on behalf of the Company as it deems appropriate in its sole discretion and any requirement in this Agreement, at law or otherwise that it seek approval from or consult with the Class B Member or any other Person shall be of no force or effectSignificant Decision.

Significant Decisions. Notwithstanding anything to the contrary set forth in this Agreement but subject to Section 3.3, no Member shall take or cause or permit Neither the Company or nor any Subsidiary to take any of the following actionsshall, expend any amount of moneyand no officer, make any decision employee or incur any obligation on behalf Manager of the Company or any Subsidiary shall have the power or authority to cause the Company or any Subsidiary to, without the prior approval of the Board of Managers in accordance with Section 3.2(k) or Section 3.2(l), as applicable, and the approval of the Class A Preferred Members in accordance with Section 3.6, if applicable, take any action in respect to any matter within the scope of any of the matters enumerated below (each set forth in this Section 3.4. Each of the following matters shall constitute a “Significant Decision”) unless the action, expenditure or other decision has been approved by the Class A Member in writing and in advance and has been approved in accordance with any other requirements of this Agreement: (1a) except for any merger (other than the reorganization of the Company as the Successor Corporation pursuant to Section 9.12 in connection with an Initial Public Offering) or consolidation (other than any merger or consolidation of a wholly owned subsidiary of the Company with or into the Company or another wholly owned subsidiary of the Company which would not have a material adverse tax effect on any Member) involving, or any sale of one or more Properties where the Net Disposition Proceeds therefrom are sufficient to pay all amounts owing to the Senior Lenders in respect of such sale and for the Company to pay the Release Payment required to be paid to the Class A Member in respect of such sale, sell, transfer, assign or otherwise dispose of, or enter into or cause or permit any Subsidiary to enter into any agreement or option to sell, transfer, assign or otherwise dispose of, all or any portion of any substantially all of the Properties or any other Company Asset (except immaterial items of personal property sold in the ordinary course of business) or of any of the Company’s direct or indirect interests in any Property or any Subsidiary; (2) (a) change the nature of the business or the method of conducting the affairs of the Company or any Subsidiary or the use of any Property or (b) acquire any land or other real property or interest therein; (3) enter into any agreement or other arrangement with the Class B Memberassets, any Guarantor or any of their respective Affiliates unless (i) such agreement or other arrangement is on arm’s-length commercially reasonable terms and (ii) such agreement or other arrangement is terminable by the Class A Member following the declaration of a Changeover Event without payment of any termination or similar fee; provided that the Mortgage Loan Documents and Operating Leases are hereby approved in their current form; (4) fail to comply with any of the covenants set forth in Section 5.15; (5) to the fullest extent permitted by lawreorganization, dissolve and wind-up the Company or any Subsidiary or elect to continue the Company or any Subsidiary or elect to continue the business of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing) dissolution (other than dissolving and winding up any Subsidiary whose sole direct or indirect asset was a Property sold as expressly provided in accordance with the provisions Article XII hereof); (6) except (i) as permitted under the Senior Loan Documents, (ii) any refinancing of any of the Senior Loans in which liquidation or other winding-up or termination of, the Company concurrently redeems the Class A Member’s Interest in full for the Redemption Price, and (iii) any incurrence of Additional Mezzanine Loans in accordance with the terms of the Senior Loan Documents where the Company concurrently pays the Class A Member all of the Net Financing Proceeds from the incurrence thereof, incur, renew or refinance Indebtedness of the Company or any Subsidiary (or permit any Subsidiary the adoption of a plan to do any of the foregoing); (7b) except for immaterial modifications so long as Xxxxxx is the Chief Executive Officer of the Company, the removal or replacement of the Chief Executive Officer of the Company, and for so long as X. Xxxxxxxx is the Chief Information Officer of the Company, the removal or replacement of the Chief Information Officer of the Company; provided, however, that are not adverse neither the Chief Executive Officer of the Company nor (subject to the Class A Member or proviso below) the Chief Information Officer of the Company shall be eligible to vote in connection with any vote of the Board of Managers relating to his or any her removal or replacement; provided, further, that, until such time as the members of its Subsidiariesthe restructured Board of Managers are appointed pursuant to Section 3.2(d) and for so long as the Development Agreement remains in full force and effect, modify (i) any loan documentation (including the Senior Loan Documents) executed by the Company or any Subsidiary or (ii) any other material agreement (including any franchise, leasing or property or asset management agreement) the execution of which required the approval of the Class A Member Virago Representative, if any, shall be required to remove or replace the Chief Information Officer of the Company; (c) the establishment of any committee or permit subcommittee of the Board of Managers, and any Subsidiary delegation by the Board of Managers pursuant to Section 3.11; (d) enter into any agreement that imposes a material restriction on the conduct of the Company’s business; (e) any other matter expressly treated as or deemed to be a Significant Decision elsewhere in this Agreement; and (f) enter into, assume or become bound by any contract to do any of the foregoing); (8) institute proceedings to adjudicate the Company or any Subsidiary a bankrupt, or consent to the filing of a bankruptcy proceeding against the Company or any Subsidiary, or file a petition or answer or consent seeking reorganization of the Company or any Subsidiary under the Bankruptcy Code or any other similar applicable federal, state or foreign law, or consent to the filing of any such petition against the Company or any Subsidiary, or consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or any Subsidiary or of its property, or make an assignment for the benefit of creditors of the Company or any Subsidiary, or admit, in any legal proceeding, the Company’s or any Subsidiary’s inability to pay its debts generally as they become due (or permit any Subsidiary otherwise attempt to do any of the foregoing); , either directly or make indirectly, including through the adoption, amendment, alteration or repeal of any decision on behalf provision or term of the Company or any Subsidiary with respect to any Bankruptcy or other similar proceeding under any present or future federal, state, local or other law involving Organizational Document for the Company, any Subsidiary or any portion of the Property; (9) organize or form any Subsidiary of the Company or of any Subsidiary or become a member of any such entity (it being understood that (A) the Company already is a member of Mezzanine GP and TRS Holdco, and a limited partner of Mezzanine LP, (B) Mezzanine GP is the general partner of Mezzanine, (C) Mezzanine LP is already a member of LLC Borrower and Owner GP and a limited partner of LP Borrower, (D) Owner GP is already the general partner of LP Borrower, (E) TRS Holdco is already a member of Main TRS, HIL TRS, MISC TRS, and TRS GP, and a limited partner of Main LP TRS and HIL LP TRS, (F) TRS GP is already the general partner of Main LP TRS and HIL LP TRS, (G) Main LP TRS is already a member of ARC Hospitality Portfolio II Concessions, LLC, a Delaware limited liability company (“Concessions”), (H) Concessions is already a member of ARC Hospitality Portfolio II TX Management, LLC, a Delaware limited liability company (“Management”), (I) Management is already a member of ARC Hospitality Portfolio II TX Holdings, LLC, a Delaware limited liability company (“TX Holdings”), and (J) TX Holdings is already a member of ARC Hospitality Portfolio II TX Beverage Company, LLC, a Delaware limited liability company (“Beverage”)), other than in connection with the incurrence of an Additional Mezzanine Loan in accordance with the terms of this Agreement, in which case the Company shall own one hundred percent (100%) of the interests in the Subsidiary formed for the purpose of incurring such Additional Mezzanine Loan, which in turn shall own one hundred percent (100%) of the interests in the Mezzanine GP and ninety-nine percent (99%) of the limited partnership interests and the general partnership interest in Mezzanine LP; (10) amend this Agreement, the Certificate or any other Organizational Document of the Company, any Subsidiary (or permit any Subsidiary to do the same) or the Class B Member; (11) merge or consolidate the Company or any Subsidiary with or into any other Person (or permit any Subsidiary to do the same) (or engage in any other transaction having substantially the same effect); (12) make distributions to Members other than as required in, and in accordance with, Article 8 of this Agreement; (13) create or permit the creation of any encumbrance on any Property or the Company’s direct or indirect interest in any Subsidiary or any other Company Asset (or permit any Subsidiary to do any of the foregoing) other than space leases entered into in the ordinary course in accordance with the terms of the Senior Loan Documents and such other encumbrances as are permitted by the terms of the Senior Loan Documents, provided, however, that the Subsidiaries may, without the consent of the Class A Member, contest mechanics’ liens as permitted by the terms of the Senior Loan Documents; and (14) appoint any replacement Managing Member. Upon the declaration of a Changeover Event, the Class A Member or any Person designated by it shall have the exclusive authority to take each of the foregoing actions and make each of the foregoing decisions on behalf of the Company as it deems appropriate in its sole discretion and any requirement in this Agreement, at law or otherwise that it seek approval from or consult with the Class B Member or any other Person shall be of no force or effect.

Significant Decisions. Notwithstanding anything to the contrary set forth in this Agreement (but subject to Section 3.34.15 and Section 3 of the Purchaser LLC Agreement) or either or both of the Investment Management Agreements, no Member neither of the Managers nor any of their Affiliates shall take or cause or permit the Company Investment Partnership, the General Partner, or any Subsidiary thereof to take take, or decide not to take, any of the following actions, expend any amount of money, make any decision or incur any obligation on behalf of the Company Investment Partnership, the General Partner, or any Subsidiary thereof with respect to any matter within the scope of any of the matters enumerated below (each each, a “Significant Decision”) unless the action, expenditure or other decision has been approved by the Class A Member in writing and Investment Committee in advance and has been approved in accordance with any other requirements of this Agreement and the Purchaser LLC Agreement:, as applicable. (1) except for any sale of one or more Properties where the Net Disposition Proceeds therefrom are sufficient to pay all amounts owing to the Senior Lenders extent an annual budget (or relevant portion thereof) of the Investment Partnership has not been approved in respect of such sale and for the Company to pay applicable annual period (the Release Payment required to be paid to the Class A Member “Budget Year”) then in respect of such saleeffect, sell, transfer, assign or otherwise dispose of, or enter into incur or cause or permit to be incurred any Subsidiary to enter into any agreement capital, operating or option to sell, transfer, assign or otherwise dispose of, all or any portion of any other expenditure on behalf of the Properties Investment Partnership, provided, however, that the FC Manager may incur or any other Company Asset (except immaterial items of personal property sold in the ordinary course of business) cause or of any permit to be incurred by or on behalf of the CompanyInvestment Partnership or its Subsidiaries such capital or operating expenditures upon one (1) day’s direct prior notice to the Investment Committee, in case of an emergency, which the FC Manager determines in good faith is necessary in order to avoid immediate harm to Persons at or indirect interests in loss to any Property, or with such shorter or no prior notice (but subsequent notice of such emergency and the expenditures relating thereto as soon as possible thereafter) to the extent that one (1) day’s prior notice would jeopardize the existence of any Property or human health or safety of any SubsidiaryPersons located thereon; (2) to the extent there is an Approved Budget (aor relevant portion thereof) change the nature of the business Investment Partnership or the method of conducting the affairs Purchaser which has been approved in respect of the Company Budget Year then in effect, the approval of which Approved Budget shall constitute a Significant Decision hereunder, incur or any Subsidiary cause or permit to be incurred on behalf of the Investment Partnership or the use Purchaser any capital, operating or other expense that would, individually or in the aggregate, cause such expenditures to be greater than 110% of the expenses in the corresponding line item of such Approved Budget or 105% of the aggregate expenses in the Approved Budget; provided, however, that the FC Manager may incur or cause or permit to be incurred on behalf of the Investment Partnership or its Subsidiaries (including the Purchaser) such excess capital or operating expenditures upon one (1) day’s prior notice to the Investment Committee, in case of an emergency, which in its reasonable discretion is necessary in order to avoid immediate harm to persons at or loss to the Property, or with such shorter or no prior notice (but a subsequent notice of such emergency and the expenditures related thereto as soon as possible thereafter) to the extent that one (1) day’s prior notice would jeopardize the viability of any Property or human health or safety of Persons located thereon; (b3) approve any acquisition of, or cause or permit the Investment Partnership, the General Partner or any of their respective Subsidiaries to acquire, any investment; 1051025.06-NYCSR02A - MSW (4) enter into, or cause or permit the Investment Partnership, the General Partner or any Subsidiary thereof to enter into any Disposition (including any actions to be taken by the General Partner pursuant to Section 12.3 (Fund Transfer) of the Investment Partnership Agreement) (x) at any time during the Lockout Period and (y) except as otherwise expressly permitted pursuant to Section 12.4 of the Investment Partnership Agreement, at any time after the expiration of the Lockout Period; (5) a Notified Action; (6) cause or permit the Investment Partnership, the General Partner, or any Subsidiary thereof to acquire or lease, as lessee, any land or other real property or interest therein; (37) enter into any agreement or other arrangement with the Class B Member, any Guarantor or any of their respective Affiliates unless (i) such agreement or other arrangement is on arm’s-length commercially reasonable terms and (ii) such agreement or other arrangement is terminable by the Class A Member following the declaration of a Changeover Event without payment of any termination or similar fee; provided that the Mortgage Loan Documents and Operating Leases are hereby approved in their current form; (4) fail to comply with any of the covenants set forth in Section 5.15; (5) to the fullest extent permitted by law, dissolve and wind-up the Company Investment Partnership, the General Partner, or any Subsidiary thereof or elect to continue the Company or any Subsidiary Investment Partnership or elect to continue the business of the Company Investment Partnership; (8) incur, renew, refinance or pay or otherwise discharge Indebtedness of the Investment Partnership or any Subsidiary (or permit any Subsidiary to do any of the foregoing) (thereof other than dissolving and winding up any Subsidiary whose sole direct or indirect asset was a Property sold trade payables (not more than 60 days outstanding) incurred in the ordinary course of business in accordance with the provisions hereof)Approved Budget and the repayment of Indebtedness authorized by the Approved Budget; (69) except (i) as permitted modify or grant any waiver or consent under the Senior Loan Documents, (ii) any refinancing of any of the Senior Loans in which the Company concurrently redeems the Class A Member’s Interest in full for the Redemption Price, and (iii) any incurrence of Additional Mezzanine Loans in accordance with the terms of the Senior Loan Documents where the Company concurrently pays the Class A Member all of the Net Financing Proceeds from the incurrence thereof, incur, renew or refinance Indebtedness of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing); (7) except for immaterial modifications that are not adverse to the Class A Member or the Company or any of its Subsidiaries, modify terminate (i) any loan documentation (including the Senior Loan Documents) agreement executed by the Company Investment Partnership, the General Partner, or any Subsidiary thereof or (ii) any other material agreement (including any franchise, leasing or property or asset management agreement) document the execution of which required the approval of the Class A Member Investment Committee, in each case of clauses (i) and (ii) other than the Organizational Document of the Investment Partnership, the General Partner or permit any Subsidiary to do any of the foregoingthereof, which shall be governed by clause (13); (8) 10) institute proceedings to adjudicate on behalf of the Company or Investment Partnership, the General Partner and any Subsidiary a bankruptthereof, for bankruptcy protection, or consent to the filing of a bankruptcy Bankruptcy proceeding against the Company or any Subsidiarysuch entity, or file a petition or answer or consent to seeking reorganization of the Company or any Subsidiary such entity, under the Bankruptcy Code or any other similar applicable federal, state or foreign law, or consent to the filing of any such petition against the Company or any Subsidiarysuch entity, or consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or any Subsidiary such entity or of its property, or make an assignment for the benefit of creditors of the Company or any Subsidiarysuch entity, or admit, admit in any legal proceeding, the Company’s or any Subsidiarywriting such entity’s inability to pay its debts generally as they become due due; (11) organize or form, or permit any Subsidiary to do any of the foregoing); be organized or make any decision on behalf of the Company or any Subsidiary with respect to any Bankruptcy or other similar proceeding under any present or future federal, state, local or other law involving the Companyformed, any Subsidiary or any portion Alternative Investment Vehicle, Parallel Investment Vehicle, Inside Blocker Corporation, Outside Blocker Corporation, Feeder Fund (each, as defined in the Investment Partnership Agreement) or similar alternative investment vehicle of the PropertyInvestment Partnership or the General Partner, or acquire, or become an owner of, equity interests in any entity; (912) organize or form any Subsidiary change the nature of the Company or of any Subsidiary or become a member of any such entity (it being understood that (A) the Company already is a member of Mezzanine GP and TRS Holdco, and a limited partner of Mezzanine LP, (B) Mezzanine GP is the general partner of Mezzanine, (C) Mezzanine LP is already a member of LLC Borrower and Owner GP and a limited partner of LP Borrower, (D) Owner GP is already the general partner of LP Borrower, (E) TRS Holdco is already a member of Main TRS, HIL TRS, MISC TRS, and TRS GP, and a limited partner of Main LP TRS and HIL LP TRS, (F) TRS GP is already the general partner of Main LP TRS and HIL LP TRS, (G) Main LP TRS is already a member of ARC Hospitality Portfolio II Concessions, LLC, a Delaware limited liability company (“Concessions”), (H) Concessions is already a member of ARC Hospitality Portfolio II TX Management, LLC, a Delaware limited liability company (“Management”), (I) Management is already a member of ARC Hospitality Portfolio II TX Holdings, LLC, a Delaware limited liability company (“TX Holdings”), and (J) TX Holdings is already a member of ARC Hospitality Portfolio II TX Beverage Company, LLC, a Delaware limited liability company (“Beverage”)), other than in connection with the incurrence of an Additional Mezzanine Loan in accordance with the terms of this Agreement, in which case the Company shall own one hundred percent (100%) business of the interests in Investment Partnership from the Subsidiary formed for the purpose of incurring such Additional Mezzanine Loan, which in turn shall own one hundred percent (100%) of the interests in the Mezzanine GP and ninety-nine percent (99%) of the limited partnership interests and the general partnership interest in Mezzanine LPBusiness; (1013) amend this Agreement, the Certificate or any other Organizational Document of the CompanyInvestment Partnership, the General Partner or any Subsidiary thereof, other than any amendment to reflect any adjustments in capital accounts and/or percentage interests in the Investment Partnership or the admission of additional limited partners pursuant to Article VI (Defaulting Partners) of the Investment Partnership Agreement; 1051025.06-NYCSR02A - MSW (14) enter into, or cause or permit the Investment Partnership or any Subsidiary thereof to enter into, a subscription agreement with an investor in the Investment Partnership or any Subsidiary thereof, any Subsidiary (other agreement or permit side letter with any investor in the Investment Partnership or any Subsidiary thereof or any placement agreement, finders agreement or other agreement relating to do the sameoffering or sale of interests in the Investment Partnership or any Subsidiary thereof, other than any agreement with any additional limited partners entered into pursuant to the express provisions of Article VI (Defaulting Partners) or of the Class B MemberInvestment Partnership Agreement; (1115) merge or consolidate the Company Investment Partnership, the General Partner or any Subsidiary thereof with or into any other Person (or permit any Subsidiary to do the same) (or engage in any other transaction having substantially the same effect); (1216) make distributions cause or permit the Investment Partnership, the General Partner or any Subsidiary thereof to Members issue equity interests in such entity other than as required in, and in accordance with, pursuant to the exercise of any remedy pursuant to the express provisions of Article 8 VI (Defaulting Partners) of this the Investment Partnership Agreement; (1317) make or revoke any federal tax election by or on behalf of or take any tax position with respect to the Investment Partnership, the General Partner or any Subsidiary thereof; (18) settle any condemnation action involving a claim in excess of $100,000; (19) enter into or amend any contract on behalf of the Investment Partnership, the General Partner or any Subsidiary thereof that involves payments in excess of $100,000 in the aggregate or that is not cancelable upon thirty (30) days’ notice; (20) create or permit the creation of any encumbrance lien on any Property or the CompanyInvestment Partnership’s direct or indirect interest in any Subsidiary or any other Company Asset (Investment Partnership Asset, or permit authorize the Investment Partnership, the General Partner or any Subsidiary thereof to do create any of lien on any Investment Partnership Assets; (21) cancel or otherwise forgive or release any material claim or Indebtedness owed to the foregoing) other than space leases entered into Investment Partnership, the General Partner or any Subsidiary thereof by any Person, except in the ordinary course in accordance of its business; (22) enter into, or be a party to, or authorize the Investment Partnership to enter into or be a party to, any transaction with any Affiliate of either Manager; (23) lend or authorize the terms of Investment Partnership, the Senior Loan Documents and such other encumbrances as are permitted by General Partner or any Subsidiary thereof to lend, money or make advances to any Person; (24) take any action or exercise any rights or authorize the terms of Investment Partnership or the Senior Loan DocumentsGeneral Partner to take any action or exercise any rights pursuant to the Investment Partnership Agreement, or any advisory and/or management agreement, including without limitation making capital calls; provided, howeverthat either the Formation Manager or the Safanad Manager, that the Subsidiaries may, without the consent of the Class A Memberother, contest mechanics’ liens as permitted by issue capital calls (collectively, “Permitted Capital Calls”) which may be necessary to (i) prevent a threat to the terms health, safety or welfare of any resident or other person in the immediate vicinity of any Property, (ii) prevent damage or loss to any Property, (iii) remediate or repair any Property, (iv) avoid the suspension of services to, or licenses at, a Property, (v) avoid 1051025.06-NYCSR02A - MSW criminal or civil liability on the part of the Senior Loan DocumentsInvestment Partnership, any Partner or any Subsidiary with respect to activities at any Property (each capital call made pursuant to clauses (i) through (v), an “Emergency Capital Call”); which either Manager determines in good faith is necessary in order to avoid immediate harm to Persons at, or loss to, any Property but in no event as to Emergency Capital Calls which exceed $10,000,000 in any Budget Year, or (vi) if the Investment Partnership or any Subsidiary thereof requires capital to cure a default, or prevent an imminent default, under a borrowing arrangement with NorthStar Healthcare Income, Inc. or its Affiliates, and provided further that either Manager may, without the consent of the other, spend funds contributed to the Investment Partnership pursuant to a Permitted Capital Call for the purpose for which such Permitted Capital Call was issued; (25) cause the Investment Partnership, the General Partner or any Subsidiary thereof to make in kind distributions or any determination of reserves under the definition of “Distributable Proceeds” in the Investment Partnership Agreement; (26) demand, receive, acknowledge and institute legal action for recovery of any and all revenues, receipts and considerations exceeding Fifteen Thousand Dollars ($15,000) due and payable to the Investment Partnership, the General Partner and any Subsidiary thereof in accordance with prudent business practices; (27) execute and deliver leases and other contracts and/or instruments exceeding Fifteen Thousand Dollars ($15,000) on behalf of the Investment Partnership, the General Partner and any Subsidiary thereof as necessary or desirable to carry out the business of, the Investment Partnership, the General Partner and any Subsidiary thereof; (28) maintain all funds of the Investment Partnership, the General Partner and the Subsidiaries in appropriate bank accounts, which funds shall not be commingled with the funds of any other Person; (29) coordinate the defense of any claims, demands, suits or legal proceedings made or instituted against the Investment Partnership, the General Partner and any Subsidiary thereof exceeding Fifteen Thousand Dollars ($15,000) in dispute by other parties, through legal counsel for such entity; (30) take such action as is necessary on behalf of the Investment Partnership, the General Partner and any Subsidiary thereof to cause them to comply with the material terms and provisions of any and all contracts and other agreements and instruments exceeding Fifteen Thousand Dollars ($15,000) entered into or assumed by them in accordance with the provisions of this Agreement; and (1431) appoint any replacement Managing Member. Upon the declaration of a Changeover Eventsubject to Section 2.8, the Class A Member or any Person designated by it shall have the exclusive authority to take each of the foregoing actions and make each of the foregoing decisions such action on behalf of the Company as it deems appropriate in its sole discretion Investment Partnership, the General Partner and any requirement Subsidiary thereof to cause it to be in this Agreementcompliance with all laws, at law ordinances, orders, rules, regulations and requirements of all Governmental Authority and to contest the validity or otherwise application of any such law, ordinance, order, rule, regulation or requirement. Notwithstanding the foregoing, neither the SAFANAD Manager, FC Manager nor the NorthStar Member shall take any action (or fail to take any action) which would prevent the Purchaser from obtaining a written opinion by nationally recognized counsel that it seek approval from or consult (i) the Purchaser is organized in conformity with the Class B Member or any other Person shall be requirements for qualification and taxation as a REIT for such 1051025.06-NYCSR02A - MSW year, and (ii) that based on the Purchaser's proposed method of no force or effectoperation, the Purchaser will meet the requirements for qualification and taxation as a REIT for the next year.

Significant Decisions. Notwithstanding anything to the contrary set forth any provisions contained in this Agreement but subject to Section 3.3the contrary, during the Supermajority Effective Period, no Member act shall take be taken, sum expended, decision made or cause obligation incurred by or permit the Company or any Subsidiary to take any of the following actions, expend any amount of money, make any decision or incur any obligation on behalf of the Company or any Subsidiary except with the affirmative consent (a "Supermajority Vote") of at least one (1) RSI Designee and one (1) Veritech Designee with respect to any matter within the scope of any of the following matters enumerated below set forth in this Section 9(c) (each each, a “"Significant Decision”"), unless (x) unless Veritech shall have not accepted the actionRSI Put Offer, expenditure or Veritech has accepted the RSI Put Offer, but did not consummate the purchase of RSI's membership interest thereunder (other decision has been approved by than as a result of an Excused Condition) (y) Veritech shall have consummated a Syndication which results in a breach of or default under the Class A Member terms and provisions of Section 5(b) or (z) the Syndicate Representative of the Veritech membership interests is not the person specified in writing and in advance and has been approved in accordance with any other requirements of this Agreement:Section 5(b)(vi): (1i) except for any sale The voluntary liquidation or dissolution (including the filing of one or more Properties where a Certificate of Dissolution with the Net Disposition Proceeds therefrom are sufficient to pay all amounts owing to the Senior Lenders in respect Delaware Secretary of such sale and for the Company to pay the Release Payment required to be paid to the Class A Member in respect of such sale, sell, transfer, assign or otherwise dispose of, or enter into or cause or permit any Subsidiary to enter into any agreement or option to sell, transfer, assign or otherwise dispose of, all or any portion of any of the Properties or any other Company Asset (except immaterial items of personal property sold in the ordinary course of businessState) or of any of the Company’s direct or indirect interests in any Property or any Subsidiary; (2) (a) change the nature of the business or the method of conducting the affairs of the Company or any Subsidiary or the use winding-up the business of any Property or (b) acquire any land or other real property or interest therein;the Company; provided, that a Supermajority Vote shall not be required for such actions from and after the date that the Company has Employed the RSI Funds, it being acknowledged that in such event Veritech may avoid dissolving the Company by exercise of the Veritech Call Right in accordance with Section 14. (3ii) enter into any agreement or other arrangement with Except as provided by the Class B MemberIntercompany Agreement dated the date hereof by and between the Company and OCC and by the RSI Subordinated Note, any Guarantor transaction between the Company (on the one hand) and RSI or Veritech or any of their respective Affiliates unless (ion the other hand) including, without limitation, the use of any Affiliate for outsourcing of administrative matters, treasury functions, construction (wiring services), wiring of a Building owned or leased by RSI or any of its Affiliates, or architectural or other professional or administrative functions, which requires the Company to pay or distribute any cash amounts or incur any indebtedness other than: (1) distributions made in accordance with Section 18, (2) such agreement other transactions in which RSI or other arrangement Veritech or any such Affiliate is on arm’s-length commercially reasonable terms and acting solely in its capacity as a Member of the Company or exercising its rights as a Member under the Act or this Agreement (ii) such agreement or other arrangement is terminable by including the Class A Member following the declaration of a Changeover Event without payment of the fees and disbursements of Nominated Investment Banks in connection with the determination of the fair market value of the Company or the membership interests of any termination or similar fee; provided that Member), (3) the Mortgage Loan Documents and Operating Leases are hereby transactions approved in their current form; accordance with Section 12 between the Company and any Building owned, leased or managed by RSI or any of its Affiliates or (4) fail to comply with any transaction or transactions which during any fiscal year of the covenants set forth in Section 5.15; (5) to the fullest extent permitted Company requires a payment, distribution or incurrence by law, dissolve and wind-up the Company or any Subsidiary or elect to continue such Affiliate of an aggregate amount of not more than $20,000; (iii) The issue and sale of any equity interests (including phantom interests) in the Company or the grant of any Subsidiary securities, options, warrants, rights or elect other equity or debt obligations which are or may be converted or exchanged for any equity interests or interests other than in accordance with Section 11, the Company Option Plan or the conversion of the RSI Subordinated Note into a membership interest in the Company, which (x) with respect to continue any transaction exceeds in the business aggregate 15% of the aggregate membership interests of the Company on a fully diluted basis immediately prior to such transaction or (y) with respect to all such transactions (other than those transactions which have been previously approved in accordance with this Section 9(c)(iii)) exceeds in the aggregate 25% of the aggregate membership interests of the Company on a fully diluted basis immediately prior to such transaction; (iv) The offer and sale of any securities in the Company to any investor who, in addition to the purchase price for such securities, is reasonably likely to provide an opportunity for meaningful synergies to the Company through a material service or client base; (v) The expansion of the Board of Managers of the Company other than pursuant to Sections 9(b)(iv)and (v); (vi) A change in organizational or tax structure of the Company or any Subsidiary other action which would have a material adverse tax consequence to either RSI or Veritech in their capacity as a member in the Company; (or permit any Subsidiary to do any vii) The hiring (but not terminating) of the foregoing(x) Chief Executive Officer or Chief Operating Officer (whichever office has superior authority and responsibilities) or (y) Chief Financial Officer of the Company; (viii) Commencing any business or line of business other than dissolving the Business of the Company or conducting any business which is inconsistent with the Plan or making any material changes to (x) the nature of the Business or (y) the Certificate of Formation of the Company; (ix) Changing the name of the Company; (x) The incurrence of any indebtedness of the Company or the refinancing of any such indebtedness which, on a pro forma basis after giving effect to any such proposed transaction, results in a consolidated ratio of total debt to total equity that is less than 50% or more than 75% at the time of any such incurrence; (xi) The filing of a registration statement with the Securities and winding up Exchange Commission registering any Subsidiary whose sole membership interests, or common stock exchanged therefor, or other equity securities of the Company or any direct of its direct or indirect asset was a Property sold in accordance with the provisions hereof)subsidiaries; (6xii) except (i) as permitted under the Senior Loan DocumentsThe recapitalization, (ii) any refinancing of any exchange, conversion or redemption of the Senior Loans in which equity of the Company concurrently redeems the Class A Member’s Interest in full for the Redemption Price, and (iii) any incurrence of Additional Mezzanine Loans other than in accordance with the terms of the Senior Loan Documents where the Company concurrently pays the Class A Member all of the Net Financing Proceeds from the incurrence thereof, incur, renew or refinance Indebtedness of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing); (7) except for immaterial modifications that are not adverse to the Class A Member or the Company or any of its Subsidiaries, modify (i) any loan documentation (including the Senior Loan Documents) executed by the Company or any Subsidiary or (ii) any other material agreement (including any franchise, leasing or property or asset management agreement) the execution of which required the approval of the Class A Member (or permit any Subsidiary to do any of the foregoing); (8) institute proceedings to adjudicate the Company or any Subsidiary a bankrupt, or consent to the filing of a bankruptcy proceeding against the Company or any Subsidiary, or file a petition or answer or consent seeking reorganization of the Company or any Subsidiary under the Bankruptcy Code or any other similar applicable federal, state or foreign law, or consent to the filing of any such petition against the Company or any Subsidiary, or consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or any Subsidiary or of its property, or make an assignment for the benefit of creditors of the Company or any Subsidiary, or admit, in any legal proceeding, the Company’s or any Subsidiary’s inability to pay its debts generally as they become due (or permit any Subsidiary to do any of the foregoing); or make any decision on behalf of the Company or any Subsidiary with respect to any Bankruptcy or other similar proceeding under any present or future federal, state, local or other law involving the Company, any Subsidiary or any portion of the Property; (9) organize or form any Subsidiary of the Company or of any Subsidiary or become a member of any such entity (it being understood that (A) the Company already is a member of Mezzanine GP and TRS Holdco, and a limited partner of Mezzanine LP, (B) Mezzanine GP is the general partner of Mezzanine, (C) Mezzanine LP is already a member of LLC Borrower and Owner GP and a limited partner of LP Borrower, (D) Owner GP is already the general partner of LP Borrower, (E) TRS Holdco is already a member of Main TRS, HIL TRS, MISC TRS, and TRS GP, and a limited partner of Main LP TRS and HIL LP TRS, (F) TRS GP is already the general partner of Main LP TRS and HIL LP TRS, (G) Main LP TRS is already a member of ARC Hospitality Portfolio II Concessions, LLC, a Delaware limited liability company (“Concessions”), (H) Concessions is already a member of ARC Hospitality Portfolio II TX Management, LLC, a Delaware limited liability company (“Management”), (I) Management is already a member of ARC Hospitality Portfolio II TX Holdings, LLC, a Delaware limited liability company (“TX Holdings”), and (J) TX Holdings is already a member of ARC Hospitality Portfolio II TX Beverage Company, LLC, a Delaware limited liability company (“Beverage”)), other than in connection with the incurrence of an Additional Mezzanine Loan in accordance with the terms of this Agreement, in which case the Company shall own one hundred percent (100%) of the interests in the Subsidiary formed for the purpose of incurring such Additional Mezzanine Loan, which in turn shall own one hundred percent (100%) of the interests in the Mezzanine GP and ninety-nine percent (99%) of the limited partnership interests and the general partnership interest in Mezzanine LP; (10) amend this Agreement, the Certificate or any other Organizational Document of the Company, any Subsidiary (or permit any Subsidiary to do the same) or the Class B Member; (11) merge or consolidate the Company or any Subsidiary with or into any other Person (or permit any Subsidiary to do the same) (or engage in any other transaction having substantially the same effect); (12) make distributions to Members other than as required in, and in accordance with, Article 8 provisions of this Agreement; (13xiii) create The merger or permit consolidation of the creation of any encumbrance on any Property Company or the Company’s direct sale of all or indirect interest in any Subsidiary or any other Company Asset (or permit any Subsidiary to do any substantially all of the foregoing) assets of the Company (other than space leases entered into in the ordinary course in accordance with the terms of the Senior Loan Documents and such other encumbrances as are permitted by the terms of the Senior Loan Documents, pursuant to Section 6(c)(iv)); provided, however, that any such transaction may be approved by the Subsidiaries may, without the vote or consent of the Class A MemberRSI Designees if at any time on or prior to the date of such proposed transaction: (A) Veritech shall have (x) exercised its FR Right or Buy/Sell Right and (y) failed to purchase the membership interest of RSI with respect to such FR Right or Buy/Sell Right, contest mechanics’ liens other than as permitted a result of an Excused Condition; or (B) the Board of Managers of OCC shall have adopted any such merger, consolidation or sale of OCC (or its assets) to the same third party (or any of such third party's Affiliates) and the managers of OCC designated by the terms RSI (or any of the Senior Loan Documents; andits Affiliates) voted in favor of, or consented to, any such transaction. (14xiv) appoint any replacement Managing Member. Upon Any transaction which results in the declaration of Members (as a Changeover Event, group) no longer controlling the Class A Member or any Person designated by it shall have the exclusive authority to take each of the foregoing actions management and make each of the foregoing decisions on behalf affairs of the Company as it deems appropriate whether by the ownership of equity securities, contract or otherwise; (xv) The equity investment in, or the acquisition of any business which will be managed and serviced by the Company in its sole discretion and any requirement in this Agreement, at law a manner consistent with past practices; or (xvi) The merger or otherwise that it seek approval from incorporation of all or consult with part of the Class B Member operations of the Company or any other Person shall be direct or indirect subsidiary of no force the Company, including, without limitation, bookkeeping and accounting operations, into the operations of RSI or effectany of its Affiliates.

Significant Decisions. Notwithstanding anything to the contrary set forth in this Agreement but subject to Section 3.3, no Member shall take or cause or permit the Company or any Subsidiary to take any of the following actions, expend any amount of money, make any decision or incur any obligation on behalf of the Company or any Subsidiary with respect to any matter within the scope of any of the matters enumerated below (each a “Significant Decision”) unless the action, expenditure or other decision has been approved by the Class A Member in writing and in advance and has been approved in accordance with any other requirements of this Agreement: (1) except for any sale of one or more Properties where the Net Disposition Proceeds therefrom are sufficient to pay all amounts owing to the Senior Lenders in respect of such sale and for the Company to pay the Release Payment required to be paid to the Class A Member in respect of such sale, sell, transfer, assign or otherwise dispose of, or enter into or cause or permit any Subsidiary to enter into any agreement or option to sell, transfer, assign or otherwise dispose of, all or any portion of any of the Properties or any other Company Asset (except immaterial items of personal property sold in the ordinary course of business) or of any of the Company’s direct or indirect interests in any Property or any Subsidiary; (2) (a) change the nature of the business or the method of conducting the affairs of the Company or any Subsidiary or the use of any Property or (b) acquire any land or other real property or interest therein; (3) enter into any agreement or other arrangement with the Class B Member, any Guarantor or any of their respective Affiliates unless (i) such agreement or other arrangement is on arm’s-length commercially reasonable terms and (ii) such agreement or other arrangement is terminable by the Class A Member following the declaration of a Changeover Event without payment of any termination or similar fee; provided that the Mortgage Loan Documents, First Mezzanine Loan Documents and Operating Leases are hereby approved in their current form; (4) fail to comply with any of the covenants set forth in Section 5.15; (5) to the fullest extent permitted by law, dissolve and wind-up the Company or any Subsidiary or elect to continue the Company or any Subsidiary or elect to continue the business of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing) (other than dissolving and winding up any Subsidiary whose sole direct or indirect asset was a Property sold in accordance with the provisions hereof); (6) except (i) as permitted under the Senior Loan DocumentsDocuments with respect to the Senior Loan Properties, (ii) any refinancing of any of the Senior Loans in which the Company concurrently redeems the Class A Member’s Interest in full for the Redemption Price, and (iii) any incurrence of Additional Mezzanine Loans in accordance with the terms of the Senior Loan Documents where the Company concurrently pays the Class A Member all of the Net Financing Proceeds from the incurrence thereof, incur, renew or refinance Indebtedness of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing); (7) except for immaterial modifications that are both not material and not adverse to the Class A Member or the Company or any of its Subsidiaries, modify (i) any loan documentation (including the Senior Loan Documents) executed by the Company or any Subsidiary or (ii) any other material agreement (including any franchise, leasing or property or asset management agreement) the execution of which required the approval of the Class A Member (or permit any Subsidiary to do any of the foregoing); (8) institute proceedings to adjudicate the Company or any Subsidiary a bankrupt, or consent to the filing of a bankruptcy proceeding against the Company or any Subsidiary, or file a petition or answer or consent seeking reorganization of the Company or any Subsidiary under the Bankruptcy Code or any other similar applicable federal, state or foreign law, or consent to the filing of any such petition against the Company or any Subsidiary, or consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or any Subsidiary or of its property, or make an assignment for the benefit of creditors of the Company or any Subsidiary, or admit, in any legal proceeding, the Company’s or any Subsidiary’s inability to pay its debts generally as they become due (or permit any Subsidiary to do any of the foregoing); or make any decision on behalf of the Company or any Subsidiary with respect to any Bankruptcy or other similar proceeding under any present or future federal, state, local or other law involving the Company, any Subsidiary or any portion of the Property; (9) organize or form any Subsidiary of the Company or of any Subsidiary or become a member of any such entity (it being understood that (A) the Company already is a member of Mezzanine GP and GP, TRS Holdco, 8PK Holdco and 8PK TRS Holdco and a limited partner of First Mezzanine LPBorrower, (Bb) Mezzanine GP is the general partner of Mezzanine, (C) First Mezzanine LP Borrower is already a member of LLC Borrower, BHGL Borrower, PXGL Borrower, GBGL Borrower, NFGL Borrower, MBGL 100 Borrower, MBGL 950 Borrower and Owner GP GP, and a limited partner of LP Borrower, DLGL Borrower and SAGL Owner (D) Owner GP is already the general partner of LP Borrower, DLGL Borrower and SAGL Owner, (E) TRS Holdco is already a member of Main TRS, HIL TRS, MCK TRS, MISC TRS, DEKS TRS, and TRS GP, GP and a limited partner of Main LP TRS and HIL LP TRS, (E) DEKS TRS is already a member of KS TRS, (F) TRS GP is already the a general partner of Main LP TRS and HIL LP TRS, (GH) Main LP TRS is already a member of ARC Hospitality Portfolio II TX Concessions, LLC, a Delaware limited liability company (“Concessions”), (H) TX Concessions is already a member of ARC Hospitality Portfolio II TX Management, LLC, a Delaware limited liability company (“Management”), (I) TX Management is already a member of ARC Hospitality Portfolio II TX Holdings, LLC, a Delaware limited liability company (“TX Holdings”), and (J) TX Holdings is already a member of ARC Hospitality Portfolio II TX Beverage CompanyBeverage, LLC(K) 8PK Holdco is already a member of Chattanooga Owner, CO Springs Owner, Columbus Owner, Atlanta Owner and 8PK Owner GP and a Delaware limited liability company partner of Fayetteville Owner, (“Beverage”)L) 8PK Owner GP is already the general partner of Fayetteville Owner, (M) 8PK TRS Holdco is already the member of 8PK HIL TRS, MGBL 1000 TRS, Atlanta TRS, 8PK NTC TRS, and the limited partner of Fayetteville TRS and SAGL TRS, (N) 8PK NTC TRS is already the general partner of Fayetteville TRS and SAGL TRS, (O) 8PK Holdco intends to become the member of MBGL 1000 TRS and the limited partner of SAGL TRS and (P) 8PK Owner GP intends to become the general partner of SAGL TRS), other than in connection with the incurrence of an Additional Mezzanine Loan in accordance with the terms of this Agreement, in which case the Company shall own one hundred percent (100%) of the interests in the Subsidiary formed for the purpose of incurring such Additional Mezzanine Loan, which in turn shall own one hundred percent (100%) of the interests in the First Mezzanine GP and ninety-nine percent (99%) of the limited partnership interests and the general partnership interest in Mezzanine LPBorrower; (10) amend this Agreement, the Certificate or any other Organizational Document of the Company, any Subsidiary (or permit any Subsidiary to do the same) or the Class B Member; (11) merge or consolidate the Company or any Subsidiary with or into any other Person (or permit any Subsidiary to do the same) (or engage in any other transaction having substantially the same effect); (12) make distributions to Members other than as required in, and in accordance with, Article 8 of this Agreement; (13) create or permit the creation of any encumbrance on any Property or the Company’s direct or indirect interest in any Subsidiary or any other Company Asset (or permit any Subsidiary to do any of the foregoing) other than space leases entered into in the ordinary course and, with respect to Senior Loan Property, in accordance with the terms of the Senior Loan Documents and and, with respect to Senior Loan Property, such other encumbrances as are permitted by the terms of the Senior Loan Documents, provided, however, that that, with respect to the Senior Loan Properties, the Subsidiaries may, without the consent of the Class A Member, contest mechanics’ liens as permitted by the terms of the Senior Loan Documents; (14) permit any demolition, construction, alteration or removal with respect to any Property unless, with respect to Senior Loan Property, in accordance with the Senior Loan Documents, including matters related to casualty or condemnation (unless requisite consent is obtained); and (1415) appoint any replacement Managing Member. Upon the declaration of a Changeover Event, the Class A Member or any Person designated by it shall have the exclusive authority to take each of the foregoing actions and make each of the foregoing decisions on behalf of the Company as it deems appropriate in its sole discretion and any requirement in this Agreement, at law or otherwise that it seek approval from or consult with the Class B Member or any other Person shall be of no force or effect.

Significant Decisions. Notwithstanding anything to the contrary set forth in this Agreement but subject to Section 3.3, no Member shall take or cause or permit the Company or any Subsidiary to take any of the following actions, expend any amount of money, make any decision or incur any obligation on behalf of the Company or any Subsidiary with respect to any matter within the scope of any of the matters enumerated below (each a “Significant Decision”) unless the action, expenditure or other decision has been approved by the Class A Member in writing and in advance and has been approved in accordance with any other requirements of this Agreement: (1) except for any sale of one or more Properties where the Net Disposition Proceeds therefrom are sufficient to pay all amounts owing to the Senior Lenders in respect of such sale and for the Company to pay the Release Payment required to be paid to the Class A Member in respect of such sale, sell, transfer, assign or otherwise dispose of, or enter into or cause or permit any Subsidiary to enter into any agreement or option to sell, transfer, assign or otherwise dispose of, all or any portion of any of the Properties or any other Company Asset (except immaterial items of personal property sold in the ordinary course of business) or of any of the Company’s direct or indirect interests in any Property or any Subsidiary; (2) (a) change the nature of the business or the method of conducting the affairs of the Company or any Subsidiary or the use of any Property or (b) acquire any land or other real property or interest therein; (3) enter into any agreement or other arrangement with the Class B Member, any Guarantor or any of their respective Affiliates unless (i) such agreement or other arrangement is on arm’s-length commercially reasonable terms and (ii) such agreement or other arrangement is terminable by the Class A Member following the declaration of a Changeover Event without payment of any termination or similar fee; provided that the Mortgage Loan Documents and Operating Leases are hereby approved in their current form; (4) fail to comply with any of the covenants set forth in Section 5.15; (5) to the fullest extent permitted by law, dissolve and wind-up the Company or any Subsidiary or elect to continue the Company or any Subsidiary or elect to continue the business of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing) (other than dissolving and winding up any Subsidiary whose sole direct or indirect asset was a Property sold in accordance with the provisions hereof); (6) except (i) as permitted under the Senior Loan Documents, (ii) any refinancing of any of the Senior Loans in which the Company concurrently redeems the Class A Member’s Interest in full for the Redemption Price, and (iii) any incurrence of Additional Mezzanine Loans in accordance with the terms of the Senior Loan Documents where the Company concurrently pays the Class A Member all of the Net Financing Proceeds from the incurrence thereof, incur, renew or refinance Indebtedness of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing);22 22 Note to draft: If Second Pool Assets are not financed at closing, then Second Pool Purchaser Holdco Operating Agreement to be revised to read: except (i) for the initial incurrence of any Senior Loan, provided that the Senior Loan Documents for such Senior Loan provide that (i) the Class A Member may take control of the Company following a Changeover Event on terms no more onerous to the Class A Member than those provided for in the Loan Documents (as defined in the Sale Agreement) as of the date of the Sale Agreement, (ii) the Class A Member may transfer its interests in the Company on terms no more onerous to the Class A Member than those provided for in the Loan Documents (as defined in the Sale Agreement) as of the date of the Sale Agreement, and (iii) the Senior Lender under such Senior Loan must deliver a recognition agreement in substantially the same form as the form contemplated by the Loan Documents (as defined in the Sale Agreement) as of the date of the Sale Agreement, (ii) as permitted under the Senior Loan Documents, (iii) any refinancing of any of the Senior Loans in which the Company concurrently redeems the Class A Member’s Interest in full for the Redemption Price, and [(iv) any incurrence of Additional Mezzanine Loans in accordance with the terms of the Senior Loan Documents where the Company concurrently pays the Class A Member all of the Net Financing Proceeds from the incurrence thereof], incur, renew or refinance Indebtedness of the Company or any Subsidiary (or permit any Subsidiary to do any of the foregoing);.” (7) except for immaterial modifications that are not adverse to the Class A Member or the Company or any of its Subsidiaries, modify (i) any loan documentation (including the Senior Loan Documents) executed by the Company or any Subsidiary or (ii) any other material agreement (including any franchise, leasing or property or asset management agreement) the execution of which required the approval of the Class A Member (or permit any Subsidiary to do any of the foregoing); (8) institute proceedings to adjudicate the Company or any Subsidiary a bankrupt, or consent to the filing of a bankruptcy proceeding against the Company or any Subsidiary, or file a petition or answer or consent seeking reorganization of the Company or any Subsidiary under the Bankruptcy Code or any other similar applicable federal, state or foreign law, or consent to the filing of any such petition against the Company or any Subsidiary, or consent to the appointment of a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of the Company or any Subsidiary or of its property, or make an assignment for the benefit of creditors of the Company or any Subsidiary, or admit, in any legal proceeding, the Company’s or any Subsidiary’s inability to pay its debts generally as they become due (or permit any Subsidiary to do any of the foregoing); or make any decision on behalf of the Company or any Subsidiary with respect to any Bankruptcy or other similar proceeding under any present or future federal, state, local or other law involving the Company, any Subsidiary or any portion of the Property; (9) organize or form any Subsidiary of the Company or of any Subsidiary or become a member of any such entity (it being understood that (A) the Company already is a member of the First Mezzanine GP and TRS Holdco, and a limited partner of Mezzanine LP, (B) Mezzanine GP is the general partner of Mezzanine, (C) Mezzanine LP is already a member of LLC Borrower and Owner GP and a limited partner of LP Borrower, (D) Owner GP is already the general partner of LP Borrower, (E) TRS Holdco is already a member of Main TRS, HIL TRS, MISC TRS, and TRS GP, and a limited partner of Main LP TRS and HIL LP TRS, (F) TRS GP is already the general partner of Main LP TRS and HIL LP TRS, (G) Main LP TRS is already a member of ARC Hospitality Portfolio II Concessions, LLC, a Delaware limited liability company (“Concessions”), (H) Concessions is already a member of ARC Hospitality Portfolio II TX Management, LLC, a Delaware limited liability company (“Management”), (I) Management is already a member of ARC Hospitality Portfolio II TX Holdings, LLC, a Delaware limited liability company (“TX Holdings”), and (J) TX Holdings is already a member of ARC Hospitality Portfolio II TX Beverage Company, LLC, a Delaware limited liability company (“Beverage”)), other than in connection with the incurrence of an Additional Mezzanine Loan in accordance with the terms of this Agreement, in which case the Company shall own one hundred percent (100%) of the interests in the Subsidiary formed for the purpose of incurring such Additional Mezzanine Loan, which in turn shall own one hundred percent (100%) of the interests in the First Mezzanine GP and ninety-nine percent (99%) of the limited partnership interests and the general partnership interest in Mezzanine LPBorrower; (10) amend this Agreement, the Certificate or any other Organizational Document of the Company, any Subsidiary (or permit any Subsidiary to do the same) or the Class B Member; (11) merge or consolidate the Company or any Subsidiary with or into any other Person (or permit any Subsidiary to do the same) (or engage in any other transaction having substantially the same effect); (12) make distributions to Members other than as required in, and in accordance with, Article 8 of this Agreement; (13) create or permit the creation of any encumbrance on any Property or the Company’s direct or indirect interest in any Subsidiary or any other Company Asset (or permit any Subsidiary to do any of the foregoing) other than space leases entered into in the ordinary course in accordance with the terms of the Senior Loan Documents and such other encumbrances as are permitted by the terms of the Senior Loan Documents, provided, however, that the Subsidiaries may, without the consent of the Class A Member, contest mechanics’ liens as permitted by the terms of the Senior Loan Documents; and (14) appoint any replacement Managing Member. Upon the declaration of a Changeover Event, the Class A Member or any Person designated by it shall have the exclusive authority to take each of the foregoing actions and make each of the foregoing decisions on behalf of the Company as it deems appropriate in its sole discretion and any requirement in this Agreement, at law or otherwise that it seek approval from or consult with the Class B Member or any other Person shall be of no force or effect.