Actions to Maintain REIT Status or Avoid Taxation of the Managing Member Sample Clauses

Actions to Maintain REIT Status or Avoid Taxation of the Managing Member. Notwithstanding any provision of the Act and except as specifically limited by this Agreement, any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of the Managing Member to continue to qualify as a REIT or (ii) to avoid the Managing Member incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by the Nonmanaging Members and the Preferred Member; provided, however, that prior to taking any such action (or refraining from taking any such action) that would, in the good faith judgment of the Managing Member, have a material adverse effect on the Nonmanaging Members taken as a whole or the Preferred Member, the Managing Member shall first (i) obtain a written opinion of Bxxxx & Hxxxxxxxx LLP or another national law firm with experience in tax matters that such action or omission is necessary or advisable in order (A) to protect the ability of the Managing Member to continue to qualify as a REIT or (B) to avoid the Managing Member incurring any taxes under Section 857 or Section 4981 of the Code and (ii) in the case of an affected Preferred Member, (A) deliver a copy of such opinion to the Preferred Member, (B) notify such Preferred Member(s), in writing, of the proposed action (or inaction), and (C) refrain from acting or ceasing to act until at least ten (10) days after delivery to the Preferred Member(s) of such notice.