Common use of Major Decisions Clause in Contracts

Major Decisions. None of the following decisions or actions may be taken on behalf of the Corporation without the written approval of Stockholders holding not less than eighty percent (80%) of the issued and outstanding Stock of the Corporation: (a) any amendment or modification to the Certificate or other similar organizational document of the Corporation (including the By-Laws) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise or any change in the rights and priviledges of the Shares; (b) any action to convert or change the Corporation into a limited liability company or other form of business organization other than a corporation; (c) selling, leasing, transferring or otherwise disposing of any of assets of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Person; (d) any amendment, modification or renegotiation of the Operations and Management Agreement entered into by the Corporation and LEG as of the date hereof; (e) creating, incurring or assuming any indebtedness for borrowed money in excess of $250,000 in the aggregate, other than the Loans; (f) any prepayment of the Loans; and (g) issuing any additional Shares or taking any other similar action which, after giving effect thereto, would have the effect of diluting the percentage interest of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purpose.

Major Decisions. None Subject to Section 5.11, no Member, Board Member, officer, employee, agent or representative of the following decisions Company shall have any authority to bind or actions may be taken take any action on behalf of the Corporation without Company with respect to any Major Decision unless such Major Decision has been unanimously approved by the written Board, provided that following the delivery of a Notice of Removal and the appointment of Replacement Managers pursuant to Section 5.1(b)(iii) above, only the approval of Stockholders holding not less than eighty percent (80%) the four Replacement Managers shall be required for any Major Decision. Each of the issued and outstanding Stock of following matters or actions by the CorporationCompany shall constitute a "Major Decision": (a) incurring any amendment borrowings of any kind, including capital leases, or modification to the Certificate issuance or other similar organizational document restructuring of any debt of the Corporation Company or causing the Company to guaranty indebtedness, other than (including i) the By-LawsBank Revolving Credit Facility, (ii) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise or any change purchase money indebtedness up to $5,000,000 and (iii) unsecured trade indebtedness in the rights and priviledges of the Sharesan aggregate not to exceed $15,000,000; (b) assuming or guaranteeing the performance of any action to convert or change obligation outside the Corporation into a limited liability company or other form ordinary course of business organization other greater than a corporation$1,000,000; (c) selling, leasing, transferring adding a new class of securities or increasing or decreasing the outstanding ownership of the Company or otherwise disposing of any of assets of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Personrequiring additional Capital Contributions; (d) any amendment, modification or renegotiation of the Operations and Management Agreement entered into by the Corporation and LEG admitting additional Members except pursuant to a Capital Contribution as of the date hereofdescribed in Article III; (e) creating, incurring abandoning or assuming any indebtedness for borrowed money in excess selling assets with a value of $250,000 10,000,000 or greater in one transaction or a series of related transactions; except that a sale for cash of substantially all of the aggregate24 Company's assets to an unaffiliated third party, other than the Loansand where no additional material benefits are received by Laramie II in connection therewith, shall not require unanimous approval and may be completed with majority Board approval; (f) acquiring new assets with a value in excess of $25,000,000; (g) committing to a Company Opportunity as described in Section 5.9; (h) forming or joining a joint venture (excepting customary oil and gas industry exploration and development agreements, to the extent not otherwise prohibited by this Section 5.2) or subsidiary, or merging or consolidating with another entity; (i) compromising or settling a lawsuit brought by or against the Company or confess judgment against the Company for amounts in excess of $1,000,000; (j) entering into a material contract with, making any prepayment loan to, advancing payments to, redeeming or repurchasing Units from or authorizing any dividend or distributions to, Members, except for distributions pursuant to either Section 7.1(b) or Section 7.3; (k) the liquidation, dissolution, or winding up of the LoansCompany; or reorganizing or recapitalizing the Company; (l) amending or repealing this Agreement; (m) filing a voluntary petition for bankruptcy, seeking a receiver, making an assignment for the benefit of its creditors, making an admission in writing of Company's inability to pay its debts; (n) requiring the Members to make any Capital Contributions in addition to those required under Article III; (o) changing the Company's principal outside accounting firm; (p) making any loans to any person outside the ordinary course of business; (q) authorizing or issuing any Class B Units or other incentive equity interests in the Company or its subsidiaries; (r) taking, or refraining from taking, any action that would result in the Company not being classified as a partnership for federal or applicable state tax income purposes; and (gs) issuing transactions, agreements, contracts and undertakings with any additional Shares or taking any other similar action which, after giving effect thereto, would have the effect of diluting the percentage interest of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposeMember's Affiliates.

Major Decisions. None Notwithstanding any other provisions of this Agreement, the Company and/or the Managing Member may not, without the approval of REIT OP take any of the following decisions actions (each, a “Major Decision”): (i) borrow money (whether on a secured or actions unsecured basis, on par or subordinate to that certain loan in the original principal amount of $23,800,000 pursuant to that Loan Agreement, dated as of September 28, 2005, by and between the Company and Countrywide Commercial Real Estate Finance, Inc., as may be taken on behalf amended, modified, or supplemented (the “Loan”), but excluding trade debt or amend any of the Corporation without the written approval material terms and conditions of Stockholders holding not less than eighty percent (80%) any financing of the issued and outstanding Stock Company; (ii) grant any mortgage, security interest or any other lien on any of the Corporation:Properties or any other assets of the Company or any of its subsidiaries, other than the mortgage securing the Loan; (aiii) except as otherwise provided herein, sell all or any amendment or modification to the Certificate or other similar organizational document portion of any of the Corporation Properties; (including the By-Lawsiv) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement seek or otherwise or consent to any change in the rights and priviledges zoning or other land use regulations affecting any of the SharesProperties or any permits or approvals granted thereunder if such change will materially adversely affect the value of the Properties or the rights, interests or obligations of the parties under this Agreement; (bv) any action to convert rebuild or change reconstruct the Corporation into improvements on the Properties if they are substantially damaged by a limited liability company fire or other form of business organization other than a corporation; (c) sellingcasualty, leasing, transferring or otherwise disposing of any of assets of except to the Corporation extent the Company or any of its Subsidiaries tois required to do so pursuant to the Loan or except to the extent that the cost to rebuild or reconstruct the improvements is less than $1,000,000; (vi) acquire any real property (other than the Properties), any direct or indirect interest in real property, or any interest in any Person other than the purchasing subsidiaries of the Company; (vii) incur any single capital expenditure in excess of $250,000, other than capital expenditures which are (i) set forth in a budget approved by the Corporation Members, or (ii) otherwise specifically approved by REIT OP; (viii) assign, transfer, pledge, compromise or release any of the claims of or debts of the Company or insurance or condemnation proceeds due the Company exceeding $50,000 except in connection with the receipt by the Company of payment in full of such claims or debts; (ix) except for leases consistent with the leasing guidelines in the Budget, enter into any lease for a portion of the Properties in excess of 15,000 square feet; (x) change the Company’s or any of its Subsidiaries assets fromsubsidiaries’ accounting method, either for financial or entering into tax reporting purposes or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Personotherwise; (dxi) any amendment, modification or renegotiation of dissolve the Operations and Management Agreement entered into by the Corporation and LEG as of the date hereofCompany; (exii) creatingeffect any merger, incurring consolidation or assuming any indebtedness for borrowed money in excess restructuring of $250,000 in the aggregate, other than the LoansCompany; (fxiii) purchase or redeem all or any prepayment portion of the Loanslimited liability company interest of any Member in the Company, except as provided herein with respect to permitted transfers; (xiv) other than in connection with the Loan and except as provided in Section 4.4(c)(ix), sell, assign, transfer, pledge, hypothecate or otherwise dispose of or encumber all or any portion of any of the Company's interest in any subsidiary or permit any subsidiary to sell, assign, transfer, pledge, hypothecate or otherwise dispose of or encumber all or any portion of its assets or cause or permit any additional equity interests to be issued by or new members to be admitted to any subsidiary; (xv) amend or otherwise modify any of the organizational documents of the Company or any subsidiary in any material respect or take any action which would result in the Company not being able to manage or exercise control over any subsidiary; (xvi) employ any management company for the Company, except that the Members specifically approve The Lightstone Group (“Lightstone”) as the property manager pursuant to that certain Property Management Agreement, dated as of September 12, 2005, by and among the Company and Lightstone; (xvii) approve annual budgets of the Company; (xviii) make distributions pursuant to Section 3.3 above; and (gxix) issuing any additional Shares or taking take any other similar action actions which, after giving effect theretopursuant to the terms of this Agreement, would have the effect require approval of diluting the percentage interest all of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposeMembers.

Major Decisions. None The affirmative vote of the following decisions or TCR Member and the BR Member shall be required to approve these actions may be taken on behalf of the Corporation without the written approval of Stockholders holding not less than eighty percent (80%) of the issued and outstanding Stock of the Corporation:each, a “Major Decision”): (a) do any amendment or modification to the Certificate or other similar organizational document act in contravention of the Corporation (including Company’s Certificate of Formation or this Limited Liability Company Agreement, or amend the By-Laws) which will have a material adverse effect on the rights Company’s Certificate of any Stockholder whether under Formation or this Agreement or otherwise or any change in the rights and priviledges of the SharesLimited Liability Company Agreement; (b) do any action act not specifically authorized herein which would make it impossible or impractical to convert own or change develop the Corporation into a limited liability company Project or other form to otherwise carry on the ordinary business of business organization other than a corporationthe Company; (c) selling, leasing, transferring or otherwise disposing of possess any of assets property of the Corporation or any of its Subsidiaries toCompany, or assign the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each rights of the foregoingCompany in any specific property of the Company, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary for other than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated PersonCompany purpose; (d) change or reorganize the Company into any amendment, modification other legal form or renegotiation cause any merger or consolidation of the Operations and Management Agreement entered into by the Corporation and LEG as of the date hereofCompany with another entity; (e) creatingcommence, incurring respond to or assuming settle any litigation involving the Company, the Property or the Project, except commencement, response to or settlement of any litigation involving a claim (including a mechanic’s lien or similar claim) arising out of development or construction of the Project if approved by the TCR Member; (f) filing or initiating a Company Bankruptcy; (g) permit or cause the Company to purchase or invest in real property other than its interest in the Property and the Project; (h) make loans using funds of the Company; (i) except as expressly provided in Sections 12.2 and 12.3, the admission of additional Members to the Company; (j) take any action which would reasonably be expected to expose the TCR Member, the BR Member or any Affiliate thereof to liability under any Loan Guaranty or any other guaranty or indemnity agreement for a loan to the Company, unless the action is approved by such Person; (k) enter into any transaction with a Member and/or any Affiliate thereof (except as expressly authorized herein); (l) incur any indebtedness for borrowed money or grant a security interest in the Company’s property, in either case, except as provided in Section 6.5; (m) approve any modifications to the Total Project Budget, except as provided in Section 5.14.1; (n) approve any Operating Budget or make any modifications thereto, including without limitation changes with regard to leasing strategy and rental rates included in the Operating Budget; (o) make any expenditure or incur any obligation that varies from the Total Project Budget (unless the expenditure is approved by the TCR Member) or the applicable Operating Budget, as applicable; (p) subject to Sections 6.5.3 and 12.6, any sale, refinance or similar transaction with regard to the Project; (q) in the event of a fire, other casualty or partial condemnation of the Project after Substantial Completion, a determination whether to construct or reconstruct the improvements located on the Property, where such construction or reconstruction would cost in excess of $250,000 100,000 and is not required under the terms and provisions of any lease (including the Ground Lease), mortgage or deed of trust affecting the damaged or condemned portion of the Project in question; (r) approve any general contractor or co-developer for the Property, or any agreement with such Person, except (i) as provided in Section 5.12 or (ii) engagement of a replacement general contractor or developer if the TCR Member is removed as a Manager pursuant to Section 5.9; (s) adoption of or modifications to the Plans, including, without limitation, any Discretionary Changes, except for (i) government-mandated changes, (ii) supplemental instructions and clarifications issued by the Project architect, (iii) changes required by a Lender, and (iv) changes deemed appropriate by the TCR Member that individually do not increase or decrease Hard Costs by more than $75,000 and, when taken together with all other change orders that are not either approved by the Members or required by governmental authorities or a Lender, do not increase or decrease Hard Costs, on a net basis, by more than $200,000 in the aggregate, other than the Loans; (ft) any prepayment of hiring the Loansinitial Management Company (i.e. on or about the Substantial Completion) and the entry into the associated Management Agreement for the Project; and (gu) issuing any additional Shares or taking any other similar action whichmaterial amendments to, after giving effect thereto, would have the effect of diluting the percentage interest of the capital stock owned by any Stockholder in the income modifications of, or distributions fromexercise of any applicable options (other than an option to terminate the Ground Lease prior to the purchase of building permits for the Project) under, the CorporationGround Lease. In addition to the foregoing, or if any Management Company is terminated by the voting powerManagement Committee, represented the replacement Management Company shall be selected by the BR Member from a list of not less than three proposed replacement Management Companies provided by the TCR Member (and for the avoidance of doubt, such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment decisions of the Facility or in connection with TCR Member and the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not BR Member, respectively, will be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purpose“Major Decisions”).

Major Decisions. None (a) Notwithstanding anything to the contrary, without prior written Member Consent in each instance (each, a “Major Decision”), the Company, Managing Member and the Operating Member shall not: (i) Adopt, modify or supplement the Plans and Specifications, except for Minor Field Changes and Code Compliance Changes as permitted under the Development Agreement; (ii) Enter into any contract or transaction with, or pay any amount to, a Member or any Affiliate of a Member, except as expressly provided in this Agreement, the following decisions Development Agreement or actions may be taken the Construction Contract; (iii) Authorize or enter into any agreement, transaction or action on behalf of the Corporation without Company that is unrelated to its purpose set forth in Section 2.3, including acquiring any real property other than the written approval of Stockholders holding not less than eighty percent (80%) of Project and easements and similar interests necessary for the issued and outstanding Stock of the Corporation: (a) any amendment or modification to the Certificate or other similar organizational document of the Corporation (including the By-Laws) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise or any change in the rights and priviledges of the SharesProject; (biv) any action Subject to convert or change the Corporation into a limited liability company or other form terms of business organization other than a corporation; (c) sellingArticle 10, leasingsell, transferring lease, encumber, assign, convey, exchange or otherwise disposing of dispose of, in each case directly or indirectly, any of assets interest in any asset of the Corporation or any of its Subsidiaries toCompany, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Person; (d) any amendment, modification or renegotiation of the Operations and Management Agreement entered into by the Corporation and LEG as of the date hereof; (e) creating, incurring or assuming any indebtedness for borrowed money in excess of $250,000 except in the aggregate, other than case of (A) the Loans; (f) any prepayment sale of the Loans; and (g) issuing any additional Shares or taking any other similar action which, after giving effect thereto, would have the effect of diluting the percentage interest of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital personal property which is needed in connection with the construction or refurbishment of the Facility or in connection with not necessary for the operation of the Facility then Project (or if necessary, which is replaced by sufficient substitute property) for a sales price of not more than $25,000, (B) Permitted Leases, (C) easements and similar encumbrances necessary to provide services to the super-majority approval Project or (D) liens for a replacement Company Financing proposed by MCR in accordance with paragraph (x) below; (v) Modify the Project Budget, other than to reallocate demonstrated line item savings to demonstrated line item overruns or to provide for use of amounts from the contingency line item, so long as each Member shall be given notice thereof promptly following such action; (vi) Voluntarily dissolve or liquidate the Company, except as provided for in this Agreement; (vii) Authorize or effect a merger or consolidation of the Stockholders required by this Section 3.3 shall not be required in connection Company with or into one or more entities, redomicile the issuance of any additional Shares Company, or other equity securities convert the form of the Corporation made Company to raise other than a limited liability company; (viii) Make any call for capital for such purpose.contributions from the Members, except as expressly authorized pursuant to Article 4;

Major Decisions. None The authority given to the Directors in respect of the Company under this Agreement shall not extend to any of the following decisions or actions may be taken on behalf which shall require the prior unanimous written consent of the Corporation without the written approval of Stockholders holding not less than eighty percent (80%) of the issued and outstanding Stock of the CorporationShareholders: (a) the reduction of the capital of the Company or making any amendment distribution of assets upon, or modification to the Certificate redemption, reduction or other similar organizational document retirement or purchase of, any of the Corporation Shares of the Company (except as otherwise contemplated herein); (b) the increase, alteration, modification or amendment of the authorized capital of the Company, whether issued or unissued, in any manner whatsoever; (c) the splitting or consolidation of any of the authorized capital of the Company, whether issued or unissued; (d) the issuance or allotment or grant of any right to subscribe for or acquire any Shares in the capital of the Company (including securities convertible or exchangeable into Shares of the By-LawsCompany), except where provided for in this Agreement; (e) which will have a material adverse effect on the rights sale, assignment, lease, exchange or transfer of all or substantially all of the assets or undertaking of the Company; (f) any Stockholder whether under this Agreement increase or otherwise or decrease in the number of Directors; (g) any change in the rights and priviledges quorum requirements for meetings of the Shares; Shareholders or for meetings of the Directors of the Company; (bh) the amendment, repeal or variation of any provision contained in the Articles of the Company; (i) any action consolidation, amalgamation, merger or combination of the Company with any other company; and (j) any consent to convert the filing of a bankruptcy petition in respect of, or change to the Corporation into appointment of a limited liability company trustee in bankruptcy, receiver or liquidator of, or other form of business person supervising or conducting the winding-up, liquidation, dissolution or re-organization of, or other than a corporation; (c) selling, leasing, transferring similar proceeding or otherwise disposing of occurrence relating to the Company; passing any of assets resolution for the winding-up of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or Company; making any contract, agreement, understanding, loan, advance or guarantee with, or assignment for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Person; (d) any amendment, modification or renegotiation of the Operations and Management Agreement entered into by the Corporation and LEG as of the date hereof; (e) creating, incurring or assuming any indebtedness for borrowed money in excess of $250,000 in the aggregate, other than the Loans; (f) any prepayment of the Loans; and (g) issuing any additional Shares or taking any other similar action whicharrangement with, after giving effect thereto, would have the effect of diluting the percentage interest creditors of the capital stock owned by any Stockholder in the income of, Company; or distributions from, the Corporation, committing or the voting power, represented by such Shares; provided, however, that if the Board threatening to commit an act of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposebankruptcy.

Major Decisions. None (a) Notwithstanding any other provision of this Agreement, the Act or the Certificate to the contrary and in addition to any other requirement under this Agreement, the Act or the Certificate, the Company may not do or perform any of the following decisions actions set forth below (each a “Major Decision”) without first obtaining the approval of an authorized representative of both Alnylam and Isis: (i) appoint or actions may be taken remove any Officer; (ii) determine the compensation of the President and Chief Scientific Officer; (iii) appoint or remove any member of the Scientific Advisory Board or remove or appoint the Chairperson of the Scientific Advisory Board (iv) amend any existing Operating Plan or approve any Proposed Operating Plan; (v) create, incur, guarantee or assume any indebtedness, except for trade payable, on behalf of the Corporation without the written approval of Stockholders holding not less than eighty percent (80%) of the issued and outstanding Stock of the Corporation: (a) any amendment or modification to the Certificate or other similar organizational document of the Corporation Company (including the By-Laws) which will have a material adverse effect on the rights obligations in respect of any Stockholder whether under this Agreement or otherwise or any change in the rights and priviledges of the Shares; (b) any action to convert or change the Corporation into a limited liability company or other form of business organization other than a corporation; (c) selling, leasing, transferring or otherwise disposing of any of assets of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"capital leases), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Person; (d) any amendment, modification or renegotiation of the Operations and Management Agreement entered into by the Corporation and LEG as of the date hereof; (e) creating, incurring or assuming any indebtedness for borrowed money in excess of $250,000 [**]. (vi) make or obligate the Company to make any single or aggregate capital expenditure outside of the Approved Operating Budget in excess of $[**]; (vii) license, sublicense or otherwise transfer, grant a security interest in or otherwise encumber, any of the aggregateIntellectual Property owned by or licensed to the Company, other than as provided in the LoansAncillary Agreements; (fviii) any prepayment license, sublicense or otherwise obtain rights to Intellectual Property owned by a Third Party or a Member or Member’s Affiliate, except as contemplated by Sections 2.2 and 2.4 of the Loans; andLicense Agreement; (gix) issuing declare, set aside or pay any additional Shares dividend or taking other distribution (whether in cash, stock or property or any combination thereof), other than tax distributions pursuant to Section 7.2(a) or as provided in the Ancillary Agreements; (x) enter into any partnering activities and/or collaborations; (xi) repurchase any Membership Interests of the Company; (xii) admit a new Member to the Company, except as permitted by Article 8; (xiii) Transfer any Membership Interests of the Company, except in accordance with the provisions of Article 8; (xiv) reclassify or reorganize the Membership Interests; (xv) cause or approve any (i) merger or consolidation of the Company, (ii) acquisition of any other similar action whichentity or assets of any other entity, after giving effect thereto, would have if the effect of diluting the percentage interest value of the capital stock owned by acquisition exceeds $[**] or (iii) sale of the Company’s assets if the value of such assets exceeds $[**]; (xvi) amend, modify, waive or avoid any Stockholder in the income of, or distributions from, the Corporation, provision of this Agreement or the voting powerCertificate, represented by such Sharesexcept as expressly authorized herein or therein; (xvii) expect as provided in Article 10, liquidate, dissolve, wind up or declare the Company bankrupt; (xviii) amend any Ancillary Agreement; (xix) cause or approve the bringing of an action, suit or proceeding against a Member, an Affiliate of a Member or a Third Party; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by or (xx) amend this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purpose4.3.

Major Decisions. None Subject to Section 5.11, no Member, Board Member, officer, employee, agent or representative of the following decisions Company shall have any authority to bind or actions may be taken take any action on behalf of the Corporation without Company with respect to any Major Decision unless such Major Decision has been unanimously approved by the written Board, provided that following the delivery of a Notice of Removal and the appointment of Replacement Members pursuant to Section 5.1(b)(iii) above, only the approval of Stockholders holding not less than eighty percent (80%) the four Replacement Members shall be required for any Major Decision. Each of the issued and outstanding Stock of following matters or actions by the CorporationCompany shall constitute a “Major Decision”: (a) incurring any amendment borrowings of any kind, including capital leases, or modification to the Certificate issuance or other similar organizational document restructuring of any debt of the Corporation Company or causing the Company to guaranty indebtedness, other than (including i) the By-LawsBank Revolving Credit Facility, (ii) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise or any change purchase money indebtedness up to $5,000,000 and (iii) unsecured trade indebtedness in the rights and priviledges of the Sharesan aggregate not to exceed $15,000,000; (b) assuming or guaranteeing the performance of any action to convert or change obligation outside the Corporation into a limited liability company or other form ordinary course of business organization other greater than a corporation$2,500,000; (c) sellingadding a new class of securities or increasing or decreasing the outstanding ownership, leasingincluding additional Units or other Equity Securities, transferring of the Company or otherwise disposing of any of assets of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Personrequiring additional Capital Contributions; (d) any amendment, modification or renegotiation of the Operations and Management Agreement entered into by the Corporation and LEG admitting additional Members except pursuant to a Capital Contribution as of the date hereof;described in Article III; 12111833.11 (e) creating, incurring abandoning or assuming any indebtedness for borrowed money in excess selling assets with a value of $250,000 30,000,000 or greater in the aggregate, other than the Loansone transaction or a series of related transactions; (f) acquiring new assets with a value in excess of $30,000,000; (g) repurchase, redeem or make any prepayment payment in respect of any Units other than the Class A Preferred Units, provided that no consent shall be necessary to pay any Tax Distributions; (h) forming or joining a joint venture (excepting customary oil and gas industry exploration and development agreements, to the extent not otherwise prohibited by this Section 5.2) or subsidiary, or merging or consolidating with another entity; (i) compromising or settling a lawsuit brought by or against the Company or confess judgment against the Company for amounts in excess of $2,500,000; (j) entering into a material contract with, making any loan to, advancing payments to, redeeming or repurchasing Units from or authorizing any dividend or distributions to, Members, except for distributions pursuant to either Section 7.1(b) or Section 7.3; (k) the liquidation, dissolution, or winding up of the LoansCompany; or reorganizing or recapitalizing the Company; (l) amending or repealing this Agreement; (m) filing a voluntary petition for bankruptcy, seeking a receiver, making an assignment for the benefit of its creditors, making an admission in writing of Company’s inability to pay its debts; (n) requiring the Members to make any Capital Contributions in addition to those required under Article III; (o) changing the Company’s principal outside accounting firm; (p) making any loans to any person outside the ordinary course of business; (q) authorizing or issuing any Class B Units or other incentive equity interests in the Company or its subsidiaries; (r) taking, or refraining from taking, any action that would result in the Company not being classified as a partnership for federal or applicable state tax income purposes; and (gs) issuing transactions, agreements, contracts and undertakings with any additional Shares or taking any other similar action which, after giving effect thereto, would have the effect of diluting the percentage interest of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposeMember’s Affiliates.

Major Decisions. None The following actions or decisions may not be taken by the Board without the consent of the following decisions or actions may be taken on behalf holders of the Corporation without the written approval of Stockholders holding not less than eighty seventy-five percent (8075%) of the issued and outstanding Stock of the CorporationClass A Members: (a) any amendment or modification to changing the Certificate or other similar organizational document purposes of the Corporation (including Company or the By-Laws) which will have a material adverse effect on nature of its business from the rights retail sale of western and work wear or causing or permitting the Company to engage in any Stockholder whether under this Agreement or otherwise or any change in the rights and priviledges of the Sharesactivity that is not consistent with such business; (b) any action to convert or change the Corporation into a limited liability company or other form acting in contravention of business organization other than a corporationthis Agreement; (c) selling, leasing, transferring or otherwise disposing of any of assets acting in a manner which would make it impossible to carry on the ordinary business of the Corporation or any of its Subsidiaries toCompany, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained except as otherwise provided in a comparable transaction by the Corporation or such Subsidiary with an unrelated Personthis Agreement; (d) any amendment, modification or renegotiation of confessing a judgment against the Operations and Management Agreement entered into by the Corporation and LEG as of the date hereofCompany; (e) creating, incurring merging into or assuming consolidating with any indebtedness for borrowed money in excess of $250,000 in other Person or changing the aggregate, other than the LoansCompany’s legal structure; (f) dissolving the Company; (g) paying or declaring any prepayment dividend or distribution on any Membership Interests or other securities of the LoansCompany, other than (A) the Class A Membership Interests or (B) tax distributions as provided for herein; (h) authorizing any units or other securities superior to or on parity with the Class A Membership Interests as to distributions, dividends, liquidation, redemption, conversion, registration rights, voting or assets, and any securities exchangeable, convertible or exercisable for such units or securities; (i) altering or changing any of the powers, preferences, privileges or rights of the Class A Membership Interests or increasing or decreasing the total number of authorized Class A Membership Interests; (j) reclassifying any Class B Membership Interests into units or other securities having preferences superior to or on parity with the Class A Membership Interests as to distributions, dividends, liquidation, redemption, conversion, registration rights, voting or assets; (k) amending, repealing, or adding to any provision of the Company’s Articles or this Operating Agreement that adversely affects the holders of Class A Membership Interests; (l) authorizing the voluntary or involuntary liquidation, dissolution or winding up of the Company or its business; (m) selling all or substantially all of the assets of the Company; (n) the commencement of any case, proceeding or other action on behalf of the Company under any existing or future law relating to bankruptcy, insolvency, reorganization or the relief of debtors or soliciting any other party to take any action in furtherance of the foregoing; and (go) issuing any additional Shares or taking any other similar action which, after giving effect thereto, would have making an assignment for the effect benefit of diluting the percentage interest of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposecreditors.

Major Decisions. None Notwithstanding any other provision of this Agreement or the Charter Documents, the Board of Directors shall not, without the vote or the prior written consent of the following decisions Non-GKH Designees have the power to approve any transaction, series of transactions, act, or actions may be taken on behalf series of the Corporation without the written approval of Stockholders holding not less than eighty percent (80%) of the issued and outstanding Stock of the Corporationacts, which would: (a) any amendment or modification to cause the Certificate or other similar organizational document of the Corporation (including the By-Laws) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise Company or any change of its Subsidiaries to engage in the rights and priviledges of the Sharesany material respect in any business other than a business relating to energy or energy servicing or any business reasonably related or ancillary thereto; (b) any action to convert or change cause the Corporation into a limited liability company or other form of business organization other than a corporation; (c) selling, leasing, transferring or otherwise disposing of any of assets of the Corporation Company or any of its Subsidiaries to execute and deliver any contracts or agreements with, or be a party to, or have an interest, directly or indirectly, in any transaction, contract or commitment that relates to or affects, the purchasing by the Corporation Company or any of its Subsidiaries assets from(including, or entering into or making but not limited to, any contract, agreementagreement or other arrangement providing for the advancement of funds, understanding, loan, advance or guarantee withfurnishing of services by, or for the benefit ofrental of real or personal property from, otherwise requiring payments to, any such Stockholder or Affiliate (thereof) or any transaction that would be required to be disclosed pursuant to Item 404 of Regulation S-K, adopted by the Securities and Exchange Commission if each of the foregoingCompany or any of its Subsidiaries, an "Affiliate Transaction")as applicable, (c) except as required to effectuate the provisions of this Agreement (i) cause the Company, or any of its Subsidiaries to amend its Charter Documents in a manner inconsistent with this Agreement or (ii) cause the Company to declare, set aside or pay any dividend or other distribution or make any payment in cash, stock or property in respect of any shares of its Stock, unless such Affiliate Transaction dividend distribution or payment is on terms that are no less favorable to be distributed among the Corporation or Stockholders pro rata in accordance with their respective percentage ownership of the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Person;applicable class of stock then outstanding; and (d) any amendment, modification or renegotiation cause a disposition of the Operations Company or any of its Subsidiaries in which the proceeds distributable or payable in respect of such disposition to the Stockholders are shared among the Stockholders other than on a pro rata basis in accordance with their then ownership of Stock and Management Agreement entered into by the Corporation and LEG as any other classes of the date hereof; (e) creating, incurring or assuming any indebtedness for borrowed money in excess of $250,000 in the aggregate, other than the Loans; (f) any prepayment of the Loans; and (g) issuing any additional Shares or taking any other similar action which, after giving effect thereto, would have the effect of diluting the percentage interest of the Company's capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposeissued and outstanding.

Major Decisions. None (a) Notwithstanding any other provision of this Agreement, the Act or the Certificate to the contrary and in addition to any other requirement under this Agreement, the Act or the Certificate, the Company may not do or perform any of the following decisions actions set forth below (each a “Major Decision”) without first obtaining the approval of an authorized representative of both Alnylam and Isis: (i) appoint or actions may be taken remove any Officer; (ii) determine the compensation of the President and Chief Scientific Officer; (iii) appoint or remove any member of the Scientific Advisory Board or remove or appoint the Chairperson of the Scientific Advisory Board (iv) amend any existing Operating Plan or approve any Proposed Operating Plan; (v) create, incur, guarantee or assume any indebtedness, except for trade payable, on behalf of the Corporation without the written approval of Stockholders holding not less than eighty percent (80%) of the issued and outstanding Stock of the Corporation: (a) any amendment or modification to the Certificate or other similar organizational document of the Corporation Company (including the By-Laws) which will have a material adverse effect on the rights obligations in respect of any Stockholder whether under this Agreement or otherwise or any change in the rights and priviledges of the Shares; (b) any action to convert or change the Corporation into a limited liability company or other form of business organization other than a corporation; (c) selling, leasing, transferring or otherwise disposing of any of assets of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"capital leases), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Person; (d) any amendment, modification or renegotiation of the Operations and Management Agreement entered into by the Corporation and LEG as of the date hereof; (e) creating, incurring or assuming any indebtedness for borrowed money in excess of $250,000 [***]. (vi) make or obligate the Company to make any single or aggregate capital expenditure outside of the Approved Operating Budget in excess of $[***]; (vii) license, sublicense or otherwise transfer, grant a security interest in or otherwise encumber, any of the aggregateIntellectual Property owned by or licensed to the Company, other than as provided in the LoansAncillary Agreements; (fviii) any prepayment license, sublicense or otherwise obtain rights to Intellectual Property owned by a Third Party or a Member or Member’s Affiliate, except as contemplated by Sections 2.2 and 2.4 of the Loans; andLicense Agreement; (gix) issuing declare, set aside or pay any additional Shares dividend or taking other distribution (whether in cash, stock or property or any combination thereof), other than tax distributions pursuant to Section 7.2(a) or as provided in the Ancillary Agreements; (x) enter into any partnering activities and/or collaborations; (xi) repurchase any Membership Interests of the Company; (xii) admit a new Member to the Company, except as permitted by Article 8; (xiii) Transfer any Membership Interests of the Company, except in accordance with the provisions of Article 8; (xiv) reclassify or reorganize the Membership Interests; (xv) cause or approve any (i) merger or consolidation of the Company, (ii) acquisition of any other similar action whichentity or assets of any other entity, after giving effect thereto, would have if the effect of diluting the percentage interest value of the capital stock owned by acquisition exceeds $[***] or (iii) sale of the Company’s assets if the value of such assets exceeds $[***]; (xvi) amend, modify, waive or avoid any Stockholder in the income of, or distributions from, the Corporation, provision of this Agreement or the voting powerCertificate, represented by such Sharesexcept as expressly authorized herein or therein; (xvii) expect as provided in Article 10, liquidate, dissolve, wind up or declare the Company bankrupt; (xviii) amend any Ancillary Agreement; (xix) cause or approve the bringing of an action, suit or proceeding against a Member, an Affiliate of a Member or a Third Party; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by or (xx) amend this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purpose4.3.

Major Decisions. None Notwithstanding any other provisions of this Agreement, the Company and/or the Managing Member may not, without the Approval of the Non-Managing Member of the Company, take any of the following decisions actions (each, a “Major Decision”): (i) borrow money or actions may be taken on behalf amend the terms and conditions of any financing of the Corporation without the written approval of Stockholders holding not less than eighty percent Company in any material respect or make elections with respect to interest periods, interest rates or other material provisions under any such financing; (80%ii) lend money (whether on a secured or unsecured basis, but excluding trade debt); (iii) grant any mortgage, security interest or any other lien on any Property or any other assets of the issued and outstanding Stock of the Corporation:Company; (aiv) subject all or any amendment or modification to the Certificate or other similar organizational document of the Corporation (including the By-Laws) which will have a material adverse effect on the rights part of any Stockholder whether under this Agreement Property to a condominium statute or convert any Property to condominium or cooperative form of ownership; (v) except as otherwise provided herein, sell all or any portion of any Property; (vi) seek or consent to any change in the rights and priviledges zoning or other land use regulations affecting any Property or any permits or approvals granted thereunder if such change will materially adversely affect the value of the SharesProperty or the rights, interests or obligations of the parties under this Agreement; (bvii) any action to convert rebuild or change reconstruct the Corporation into improvements on the Property if they are substantially damaged by a limited liability company fire or other form of business organization other casualty, except to the extent the Company is required to do so pursuant to any loan secured by the Property or except to the extent that the cost to rebuild or reconstruct the improvements is less than a corporation$500,000; (cviii) sellingacquire any real property (other than the Property), leasingany direct or indirect interest in real property, transferring or otherwise disposing of any of assets of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or interest in any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Person; (dix) assign, transfer, pledge, compromise or release any amendment, modification or renegotiation of the Operations and Management Agreement entered into claims of or debts or insurance or condemnation proceeds due the Company exceeding $50,000 except in connection with the receipt by the Corporation and LEG as Company of the date hereofpayment in full of such claims or debts; (ex) creatingdissolve the Company; (xi) effect any merger, incurring consolidation or assuming restructuring of the Company; (xii) file or consent to the filing of any indebtedness petition, either voluntary or involuntary, to take advantage of any applicable insolvency, bankruptcy, liquidation or reorganization statute, or make an assignment for borrowed money the benefit of creditors with respect to either the Company or the Managing Member; (xiii) purchase or redeem all or any portion of the interest of any Member in the Company, except as otherwise provided herein; (xiv) form, directly or indirectly, any subsidiary (except as may be required by the Lender in connection with any financing or refinancing of the Property); (xv) amend or otherwise modify this Agreement or any of the organizational documents of the Company in any respect; (xvi) enter into or conduct any business or operations other than in connection with the business of the Company as contemplated by Section 7 hereof or otherwise herein; (xvii) settle any casualty loss (except to the extent fully covered by insurance less any deductible) or condemnation claim in excess of $250,000 in the aggregate, other than the Loans250,000; (fxviii) settle any prepayment of the Loansmaterial litigation or threatened litigation; (xix) enter into any material contract or agreement that is not on then-prevailing market terms in all respects; (xx) issue additional equity interests in itself; and (gxxi) issuing any additional Shares or taking take any other similar action actions which, after giving effect theretopursuant to the terms of this Agreement, would have the effect require Approval of diluting the percentage interest all of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposeMembers.

Major Decisions. None Notwithstanding any other Section of the following decisions this Agreement, no act shall be taken, sum expended, decision made, or actions may be taken obligation incurred by either M&Z or GLR on behalf of the Corporation without Company with respect to a matter within the written approval of Stockholders holding not less than eighty percent (80%) of the issued and outstanding Stock of the Corporation: (a) any amendment or modification to the Certificate or other similar organizational document of the Corporation (including the By-Laws) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise or any change in the rights and priviledges of the Shares; (b) any action to convert or change the Corporation into a limited liability company or other form of business organization other than a corporation; (c) selling, leasing, transferring or otherwise disposing scope of any of assets of the Corporation or any of its Subsidiaries to, or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate major decisions enumerated below (each of the foregoing, an hereinafter "Affiliate TransactionMajor Decisions"), unless such Affiliate Transaction is on terms that are no less favorable Major Decision has been reviewed and approved in advance in writing by all of the Members. Major Decisions shall only include: (i) Election to dissolve the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated PersonCompany; (dii) any amendment, modification Sale of all or renegotiation substantially all of the Operations and Management Agreement entered into by the Corporation and LEG as assets of the date hereofCompany in a single transaction or series of related transactions; (eiii) creatingAmending this Agreement; (iv) Admitting a new Member; (v) Any contract for the acquisition of any land, incurring or assuming including but not limited to, option agreements, purchase agreements, ground leases, and offers to enter into any indebtedness for borrowed money of the foregoing where a nonrefundable deposit and/or specific performance of the Company is required in connection with such offer; (vi) Borrowing in excess of $250,000 25,000 or entering into any loan documents; (vii) Any participating financing of the Property, including but not limited to, option and permanent participating financing of the construction of improvements with respect thereto; (viii) Any transaction with either an M&Z or GLR Affiliate (unless otherwise specifically provided for in this Agreement), including approval of the aggregateterms and conditions of such transaction; (ix) Entering into a partnership limited liability company, or joint venture agreement with any third parry, including approval of the terms and conditions of such partnership. limited liability company, or joint venture agreement; (x) Investing Distributable Cash from Operations or Cash From Capital Events in any asset other than the LoansProperty, except temporarily to establish working capital reserves as reasonably determined by M&Z or GLR, as applicable (such temporary working capital reserves may be invested in (a) obligations that are backed by the United States government or insured by FDIC or FSLIC, or (b) short term corporate paper rated not less than A by Standard and Poors); (fxi) Adjusting, settling or compromising any prepayment claim, obligation, debt, demand, suit or judgment against the Company involving more than $10,000; (xii) Implementing, changing or modifying any site plan(s) for the development of the Loans; andProperty; (gxiii) issuing Entering into any additional Shares or taking any other similar action which, after giving effect thereto, would have the effect lease in excess of diluting the percentage interest 3,000 square feet; (xiv) Entering into a construction contract with a general contractor for construction of the capital stock owned by Office Building; (xv) Making any Stockholder material change in or deviation from the income ofapproved Predevelopment Budget or Operating Budget, and; (xvi) Establishing, implementing, changing or distributions from, modifying any budget for the Corporation, Property or the voting power, represented by such Shares; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment of the Facility or in connection with the operation of the Facility then the super-majority approval of the Stockholders required by this Section 3.3 shall not be required in connection with the issuance of any additional Shares or other equity securities of the Corporation made to raise capital for such purposeCompany business.

Major Decisions. None (a) Notwithstanding any contrary provision contained herein, the Manager shall not cause the Company or permit the Subsidiaries to take any of the following decisions actions (each, a “Major Decision”) without the approval of the Executive Committee: (i) adopt or amend any approved Annual Business Plan or Operating Budget (or any update thereto); (ii) amend or modify (or consent to the amendment or modification of) any Project Budget for an Approved Project, unless the aggregate costs set forth therein are reduced, or any increase in such costs is borne exclusively by the Developer and/or J▇▇▇▇▇▇▇ (pursuant to the Developer Completion Guaranty, the J▇▇▇▇▇▇▇ Guaranty or any other written agreement that has been provided to Investor); (iii) amend or modify (or consent to the amendment or modification of) the plans and specifications of any Approved Project, unless such amendment or modification does not result in any of the following: (A) net rentable square footage of the Approved Project decreasing by greater than 1,000 net rentable square feet, (B) altering the unit mix in a manner that, at current or initial rental rates, would have a greater than 3.0% negative impact on projected revenue at stabilization, or (C) in the reasonable determination of the Manager, have a material impact on the quality of the Approved Project (it being understood that the Manager shall provide to Investor all correspondence regarding any proposed design change affecting the appearance or structural integrity of the Approved Project prior to amending or modifying (or consenting to the amendment or modification of) any plans and specifications of an Approved Project); (iv) purchase or acquire, or contract or commit to purchase or acquire, any property or asset other than in the ordinary course of business (including any loan or any equity interests of any kind); (A) borrow any money, enter into any credit facility, or enter into any financing, refinancing or loan transaction, including any Mortgage Loan or Financing Document, or grant a security interest in the Subsidiaries or in all or any portion of the Properties, or (B) amend the terms and conditions of any existing financing or make elections with respect to interest periods, interest rates, prepayment or other material provisions under any financing; (vi) enter into any property management agreement, servicing agreement or leasing brokerage or listing agreement; (vii) enter into any construction, development or renovation agreement or construction management agreement; (viii) enter into or amend any contract between the Company or any Subsidiary, on the one hand, and the Manager or an Affiliate of the Manager, on the other hand; (ix) settle any uninsured legal, arbitration or administrative claim or proceeding asserted or brought against the Company or any Subsidiary, or confess a judgment against the Company or any Subsidiary, unless such settlement or confession is (A) for interest amounts payable under an Approved Loan or tenant receivables incurred in the ordinary course of business, (B) at a cost to the Company or a Subsidiary equal to or less than the amount expressly provided in the Operating Budget as a separate line item specifically identifying the particular claim or proceeding, or (C) if no amount is provided therefor in the Operating Budget, equal to or less than fifty thousand dollars ($50,000) (for purposes of this paragraph, a claim does not become “uninsured” solely because of the deductible under an insurance policy maintained by the Company or Subsidiary, as applicable, and the Manager shall be authorized, without the consent of the Executive Committee and on the recommendation of the insurer, to settle any such claims that are otherwise insured and in connection therewith cause the Company or the Subsidiary, as applicable, to pay the deductible, provided that such deductible does not exceed $50,000); (x) commit the Company or the Subsidiaries to any capital or operating expenditures in excess of the Operating Budget, except as set forth in Sections 8.1(c) and (d); (xi) following the receipt of final approval of the Members of a Proposed Loan pursuant to Section 3.1(c), execute or consent to any material adverse change or waiver in or any amendment to any Loan Agreements or Development Venture LLC Agreements; (xii) rebuild or reconstruct the improvements on an Acquired Property if they are substantially (i.e. more than ten percent (10%) of the gross leasable area of the buildings located on the Property or more than ten percent (10%) of the value of the Property) damaged by a fire or other casualty; (xiii) file or settle lawsuits or other proceedings (including any foreclosure proceedings for one or more of the Properties), except for (A) actions may to recover amounts payable under any Approved Loan or rents (including the imposition and execution of liens on tenants’ property) and other amounts payable to the Company or any Subsidiary under leases and other occupancy agreements affecting the Acquired Properties, or to enforce rights for nonmonetary breaches or defaults under the Loan Agreements or such leases or other occupancy agreements, (B) the defense by insurers of insured claims, (C) actions against vendors, suppliers and subcontractors in the ordinary course of business, or (D) settling suits brought by a borrower or tenant and other liability claims for which the Company and the Subsidiaries maintain insurance; (xiv) make any change of the Company’s or any Subsidiary’s accountants or preparers of the Company’s or any Subsidiary’s Tax Returns or settle any dispute with respect to the Company’s or any Subsidiary’s taxes; (xv) change the name of the Company; (xvi) require or permit any Member to make a Capital Contribution other than as set forth in Article IV; (xvii) consolidate or merge with or into any other Entity, or purchase or otherwise acquire all or substantially all of the assets or any stock or shares of any class of any Entity, or otherwise engage in any recapitalization, joint venture or other business combination (other than the Development Venture LLC Agreements); (xviii) except in accordance with the provisions of Section 13.2, Dispose of all or any portion of, or any estate or interest in, any Approved Loans, any Acquired Properties, any interest in the Development Ventures or any other asset (including goodwill and the equity interests in any Subsidiary) of the Company or the Subsidiaries; (xix) provide any approval or consent of the Company or a Subsidiary required under the Development Venture LLC Agreements (including in respect of the right of first refusal on a sale transaction); (xx) to the fullest extent permitted by law, dissolve or liquidate, in whole or in part, make an assignment for the benefit of any creditor, file or otherwise initiate on behalf of the Company or any Subsidiary a petition in bankruptcy, petition or apply to any tribunal for the appointment of a custodian, receiver or any trustee for it or for a substantial part of its property, commence any proceeding under any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution or liquidation law or statute of any jurisdiction, whether now or hereinafter in effect, consent or acquiesce in the filing of (or invoke or cause any person to file) any such petition, application or proceeding, or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Company or any Subsidiary or any substantial part of its property, or admit its inability to pay its debts generally as they become due or authorize any of the foregoing to be done or taken on behalf of the Corporation without Company or any Subsidiary, or consent to or acquiesce in (A) the written approval filing or other initiation of Stockholders holding not less than eighty percent (80%) an involuntary petition for relief against the Company or any Subsidiary under any Chapter of the issued and outstanding Stock Bankruptcy Code, or (B) the appointment of the Corporation: any trustee, receiver, conservator, assignee, sequestrator, custodian, liquidator (a) any amendment or modification to the Certificate or other similar organizational document of official) for the Corporation (including the By-Laws) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise Company or any change in the rights and priviledges Subsidiary of the Sharesall or substantially all of its respective assets; (bxxi) enter into, renew, materially modify or terminate any action material lease agreement for the lease of space to convert tenants at the Acquired Properties except to storage tenants on the standard form of lease used by the property manager in the relevant jurisdictions as in effect from time to time, or change on other lease forms that have been approved by the Corporation Executive Committee; or (xxii) enter into a limited liability company any agreement or other form of business organization arrangement with any third party requiring the continued ownership, control, employment or other than a corporation; (c) selling, leasing, transferring or otherwise disposing of any of assets involvement of the Corporation Manager or any Affiliate of its Subsidiaries to, the Manager with the Company or the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary with an unrelated Person; (d) any amendment, modification or renegotiation of the Operations and Management Agreement entered into by the Corporation and LEG as of the date hereof; (e) creating, incurring or assuming any indebtedness for borrowed money in excess of $250,000 in the aggregate, other than the Loans; (f) any prepayment of the Loans; and (g) issuing any additional Shares or taking any other similar action which, after giving effect thereto, would have the effect of diluting the percentage interest of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such SharesProperties; provided, however, that if the Board of Directors shall determine that additional capital is needed in connection with the construction or refurbishment none of the Facility or foregoing actions described in connection with the operation of the Facility then the super-majority this Section 7.2(a) shall require approval of the Stockholders Executive Committee or any Member to the extent that (1) such actions are specifically contemplated by the Annual Business Plan, the Operating Budget or agreements previously and duly approved by the Executive Committee, (2) such actions are required by applicable law or (3) such actions are Emergency Situation Responses. (b) Except as otherwise provided in this Agreement, no action shall be taken, sum expended, decision made or obligation incurred by the Company or any Subsidiary with respect to a matter that is a Major Decision, unless such matter has been approved by the Executive Committee. Approval of the Executive Committee of a Major Decision shall require the affirmative vote of at least one (1) Investor Representative and at least one (1) J▇▇▇▇▇▇▇ Representative; provided that, after the date the Company acquires its first Acquired Property, approval of the Executive Committee of any Major Decision relating solely to any Acquired Property (other than any Major Decision relating to the Disposition of all or any portion of any Acquired Property under Section 3.3 7.2(a)(xviii)) shall require the affirmative vote of at least one (1) Investor Representative and shall not require the affirmative vote of any J▇▇▇▇▇▇▇ Representatives. The Executive Committee shall be deemed to have approved, and no additional approval shall be required hereunder with respect to, any action or expenditure specifically set forth in connection with the issuance of Annual Business Plan and Operating Budget. Any Member shall have the right to direct the Manager to cause the Company to take (or cause the Subsidiaries to take) any additional Shares action that has been approved by the Executive Committee. (c) The Manager, any Member or other equity securities any Authorized Representative may propose a Major Decision to be considered by the Executive Committee. Approval of the Corporation made Executive Committee may be obtained at a meeting of the Executive Committee duly called pursuant to raise capital Section 9.5 or by written consent. Each Member shall use reasonable efforts to cause its Authorized Representatives to respond to any written request for written consent to a Major Decision within five (5) Business Days after the date of such purposerequest. If all of a Member’s Authorized Representatives fail to respond to such written request within such five (5) Business Day period, such failure shall be deemed a disapproval of the requested Major Decision by such Member and its Authorized Representatives. (d) Notwithstanding anything in this Agreement to the contrary, in no event shall the Executive Committee determine that the Company shall exercise any right of first refusal to acquire a Property under any Designated Agreements, or replace the Manager (except as provided in Section 7.4(b)), without the unanimous consent of the Members.

Major Decisions. None of Notwithstanding anything to the following decisions contrary in this Agreement, the Managing Member shall not take or actions may approve, or cause to be taken on behalf of the Corporation Company, any of the following actions or decisions (each, a “Major Decision”) without the prior written approval consent of Stockholders holding not less than eighty percent both Members (80%) of except to the issued extent that the matter in question is included in, and outstanding Stock of budgeted for or expressly permitted by, the Corporation:then-current Annual Business Plan): (a) cause the Company to enter into, amend, renew, terminate, or waive any amendment or modification to material obligation of a tenant under, any lease with the Certificate or other similar organizational document of the Corporation (including the By-Laws) which will have a material adverse effect on the rights of any Stockholder whether under this Agreement or otherwise or any change in the rights and priviledges of the SharesCompany; (b) sell, convey or otherwise dispose of all or any action to convert or change material portion of the Corporation into a limited liability company or other form of business organization other than a corporationProject; (c) selling, leasing, transferring take any Bankruptcy Action or otherwise disposing of take any of assets of action to dissolve or terminate the Corporation Company or any of its Subsidiaries to, to merge or consolidate the purchasing by the Corporation or any of its Subsidiaries assets from, or entering into or making any contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless such Affiliate Transaction is on terms that are no less favorable to the Corporation or the relevant Subsidiary than those that could have been obtained in a comparable transaction by the Corporation or such Subsidiary Company with an unrelated Personanother entity; (d) any amendment, modification or renegotiation obtain a loan on behalf of the Operations and Management Agreement entered into by the Corporation and LEG as Company or encumber any Company Assets to secure such a loan or other obligation of the date hereofCompany other than trade payables incurred, and equipment leases entered into, in the ordinary course of the Company Business and in accordance with the ten-current Annual Business Plan; (e) creatingapprove an Annual Business Plan, incurring or assuming make changes in an approved Annual Budget that increase any indebtedness for borrowed money in excess line item expenses by the lesser of five percent (5)% or $250,000 25,000 or exceed the expenses budgeted therein by more than $50,000 in the aggregate, other than the Loans; (f) confess a judgment or initiate, join or settle any prepayment claim, lawsuit or arbitration matter on behalf of the Loans; and (g) issuing any additional Shares Company for an amount or taking any other similar action whichvalue in excess of $25,000, after giving effect thereto, would have the effect of diluting the percentage interest of the capital stock owned by any Stockholder in the income of, or distributions from, the Corporation, or the voting power, represented by such Shares; provided, however, that if the Board of Directors no approval shall determine that additional capital is needed be required from a Member in connection with any litigation, arbitration or controversy between such Member or its Affiliates and the construction Company; (g) cause the Company to engage in any business other than the Company Business; (h) cause the Company to make an investment or refurbishment agreement to invest or participate in any venture or entity other than the Project; (i) knowingly perform any act that would subject any Member to personal liability in any jurisdiction; (j) cause the Company to acquire any equity or debt securities of any Member or any of its Affiliates, or otherwise make loans to any Member of any of its Affiliates; (k) cause the Company to admit any additional Members other than pursuant to Section 7.2 hereof; (l) cause the Company to make any capital expenditure outside the then-current Annual Capital Budget; (m) select or vary depreciation or accounting methods, change the Fiscal Year of the Facility Partnership or make other decisions with respect to treatment of various transactions for state or federal income tax purposes or other financial purposes not otherwise specifically provided for herein; (n) approve the appointment of a replacement Company Accountant and any contracts (including the appointment of any attorneys, architects, engineers, accountants, or other third party professionals or consultants) of more than one (1) year in connection with duration or contracts of one (1) year or less containing provisions which extend the operation contract beyond one (1) year; (o) materially modify the standard form of lease; (p) materially modify any leasing guidelines contained in the Office Management Agreement; (q) cause the Company to amend, terminate or waive any material obligation of the Facility then the super-majority approval lessor or lessee under, any of the Stockholders required by this Section 3.3 shall not be required in connection with Garage Lease, Hotel Lease or Office Lease or enter into a new Garage Lease, Hotel Lease, or Office Lease; (r) cause the issuance Company to amend, terminate, or waive any material obligation of any additional Shares party under the Garage Management Agreement or other equity securities the Office Management Agreement or to enter into a new Garage Management Agreement or Office Management Agreement; (s) cause the Company to amend, or waive any material obligation of any party under the UDAG Loan Documents or the Financial Agreement; or (t) cause the Company to procure any insurance coverage insuring the Company or all or any portion of the Corporation made to raise capital for such purposeProject, provided further that ▇▇▇▇▇ will direct the placement of all insurance coverage.