Common use of Major Decisions Clause in Contracts

Major Decisions. The “Major Decisions”, with respect to the Venture or any Subsidiary, shall be: (a) make any voluntary petition in bankruptcy or reorganization or institute any other type of bankruptcy, reorganization or insolvency proceeding with respect to the Venture or any Subsidiary, consent to the institution of involuntary bankruptcy, reorganization or insolvency proceedings with respect to the Venture or any Subsidiary, cause the Venture or any Subsidiary to admit in writing its inability to pay its debts generally as they become due or cause the Venture or any Subsidiary to make a general assignment for the benefit of its creditors; (b) cause the Venture or any Subsidiary to take any action that would trigger liability under any Guaranty or other recourse or personal liability to the Formation Member or an Affiliate of the Formation Member; (c) admit additional or substitute Members to the Venture except in accordance with the provisions of Article 9 or admit any additional partners or members (other than the Venture or any other Subsidiary) into any Subsidiary; (d) merge or consolidate the Venture or any Subsidiary with any other Person or enter into any joint venture or similar relationship with, or acquiring any interest in, any corporation, limited liability company, partnership, association or other business organization by the Venture or any Subsidiary; (e) cause the Venture or any Subsidiary to enter into or terminate any Affiliate Agreement or any amendment or modification to an Affiliate Agreement or waive any material right under any Affiliate Agreement; (f) except as otherwise provided in Article 10, the direct or indirect sale or other disposition of all or any material portion of any Property, Subsidiary or any other material Venture Assets or the entering into any binding agreement to do so; (g) cause the Venture or any Subsidiary to acquire any additional Property or enter into any agreement to acquire any additional Property or any amendment or modification thereto or waive any material right thereunder; (h) approve or consummate any financing, refinancing or mortgaging of any Property or other material Venture Asset, or otherwise incur or modify or guaranty indebtedness of the Venture or any Subsidiary (including, without limitation, any mezzanine indebtedness), or place any encumbrance or title condition on any Property or other material Venture Asset (including the Venture’s ownership interests in any Subsidiary) or modifying any existing encumbrance or title condition; provided, that if (A) either the Managing Member or the Administrative Member (the “Refinancing Initiating Member”) has in good faith presented a refinancing proposal for any Property or other material Venture Asset for approval by the other Member, (B) such approval was not granted by the other Member after fifteen (15) days of good faith negotiations by the Members with respect to such proposal, and (C) the Refinancing Initiating Member determines in good faith that such refinancing is necessary to repay debt on such Property or material Venture Asset at the maturity date thereof, then the Refinancing Initiating Member shall be permitted to refinance such Property or material Venture Asset, as applicable, with any arm’s length refinancing on then-prevailing market terms within a six-month period ending on the maturity date of any then-existing financing relating to or affecting such Property or material Venture Asset, so long as such refinancing does not exceed in the aggregate the sum of (x) the aggregate outstanding principal amount of any then-existing financing relating to or affecting the Property or material Venture Asset, (y) all accrued and unpaid interest and all other amounts required to be paid in connection with the repayment in full of any then-existing financing relating to or affecting the Property or material Venture Asset, plus (z) all prepayment premiums, defeasance costs, legal fees and disbursements, title insurance costs, search charges, mortgage recording taxes and other closing costs incurred in connection with such refinancing (it being understood that any refinancing described in the proviso to this clause (h) shall not constitute a Major Decision); (i) subject to the provisions of Section 7.07, adopt each Approved Business Plan and Budget (including, without limitation, and to the extent applicable to a particular Property, the establishment or modification of the leasing parameters or entry fees, monthly rates, discounts and concessions for residents with respect to such Property) or amend, modify or supplement the terms of the Approved Business Plan and Budget then in effect (provided, that the Approved Business Plan and Budget attached as Exhibit F hereto is hereby approved as the Approved Business Plan and Budget for the balance of the 2014 Fiscal Year) or the Approved Long Term Business Plan; (j) determine whether to develop or redevelop, or undertake any development or redevelopment of, any Property other than as set forth in the Approved Business Plan and Budget or Approved Long Term Business Plan then in effect; (k) with respect to any Operating Property, cause the Venture or applicable Subsidiary to incur any operating or capital expenditures to the extent such expenditures would: (i) cause the aggregate expenditures for the applicable line item(s) (on a year to date basis) to be exceeded by ten percent (10%) or more of the budgeted amount therefor or (ii) cause the aggregate operating expenditures or capital expenditures (as applicable) set forth in the Approved Business Plan and Budget applicable to such Property to be exceeded by five percent (5%) or more of the budgeted amount therefor (and, accordingly, any operating or capital expenditure that is within (i.e., less than) the maximum permitted variances set forth in both clause (i) and clause (ii) shall be deemed to be “in compliance with the Approved Business Plan and Budget” or satisfy words of similar import); provided, that (A) either Member may cause the Venture or any Subsidiary to incur Non-Discretionary Expenses without regard to any such limitations and the expenditure of such Non-Discretionary Expenses shall be deemed approved by the Members, (B) the Administrative Member shall be permitted to reasonably reallocate any realized cost savings with respect to any operating expenditure line item to any other operating expenditure line item within the Approved Business Plan and Budget as it relates to any Property so long as there are demonstrated actual savings in the line item from which amounts are being reallocated and such reallocation does not violate the terms of any Loan or any management agreement with respect to such Property, and (C) the Administrative Member shall give notice to the Managing Member of the nature and amount of any such reallocation or Non-Discretionary Expenses promptly following the occurrence or incurrence thereof; (l) except as expressly provided in Section 5.02, make any call for Additional Capital Contributions; (m) except as expressly provided in Section 6.05 and Section 11.03, approve any distributions of Net Ordinary Cash Flow, Net Extraordinary Cash Flow or other Venture Assets; (n) invest or lend any available cash of the Venture or any Subsidiary (other than short term deposits or investments of available cash with financial institutions or in any “money market” type mutual fund or like account which may be invested by the Administrative Member in its reasonable judgment); (o) except as set forth in Section 7.13, enter into, amend, modify or supplement the terms of any Operating Lease or any management agreement with respect to any Property (and, for the avoidance of doubt, any unilateral rights of (i) with respect to any Property that is not an Operating Property, the third party tenant under the applicable net lease, and (ii) with respect to any Operating Property, the property manager under the applicable management agreement, in each case shall not be a Major Decision); (p) with respect to any Operating Property, cause any Subsidiary to enter into any lease other than (i) non-resident leases to the extent that such leases (A) are terminable without penalty on notice to the counterparty of ninety (90) days or less, and (B) provide for arms-length rent and are otherwise on market terms or (ii) resident agreements which are in compliance with the leasing parameters set forth in any Approved Business Plan and Budget; provided, that copies of all leases or agreements entered into by any Subsidiary shall be promptly provided to each Member upon execution of such lease or agreement; (q) liquidate or dissolve the Venture or any Subsidiary other than in accordance with the terms of this Agreement; (r) amend the Certificate of Formation; (s) except as expressly contemplated by the Approved Business Plan and Budget then in effect, enter into any Contract, whether written or oral, which (i) is not cancelable by its terms on not more than sixty (60) days’ notice without premium, penalty or other charge or (ii) requires payments by or to the Venture or any Subsidiary in excess of $500,000 per annum; (t) except as expressly provided in this Agreement or the Approved Business Plan and Budget then in effect, amend, modify or terminate any insurance policy required to be maintained pursuant to this Agreement; (u) institute any legal action involving a claim for damages in excess of $250,000; or settle any legal action or confess a judgment by or against the Venture or any Subsidiary other than any settlement or compromise that does not exceed $250,000 in payments from the Venture or any Subsidiary; (v) take any action which would make it impossible to carry on the primary purpose of the Venture, amend the purposes of the Venture set forth in this Agreement or change the zoning of any Property or the primary use of any Property from senior housing; (w) establish, increase or reduce reserve funds of the Venture or any Subsidiary (other than any reserves for items contained in the Approved Business Plan and Budget then in effect or “springing” and other reserves required under any loan documents in respect of any permitted financing of any Property or any Subsidiary or any reserves established by the Managing Member pursuant to Section 11.03(b)); and (x) make any other decision which, pursuant to this Agreement, expressly requires “unanimous approval” or the “approval or consent of both Members”.

Major Decisions. The “Major Decisions”Notwithstanding anything to the contrary contained in this Agreement, no act shall be taken or sum expended or obligation incurred by the Company or any Member, or anyone on their behalf, with respect to any of the Venture following matters, unless such matter has received the prior written approval of all Members (each, a “Major Decision”): (i) the acquisition of any New Project or any Subsidiary, shall be: (a) make any voluntary petition in bankruptcy or reorganization or institute any other type of bankruptcy, reorganization or insolvency proceeding with respect to the Venture or any Subsidiary, consent to the institution of involuntary bankruptcy, reorganization or insolvency proceedings with respect to the Venture or any Subsidiary, cause the Venture or any Subsidiary to admit in writing its inability to pay its debts generally as they become due or cause the Venture or any Subsidiary to make a general assignment for the benefit of its creditorsreal property; (bii) cause the Venture Sale of all or a material part of a Project or any Subsidiary to take other real property or any action that would trigger liability under interest therein; (iii) the adoption of or any Guaranty or other recourse or personal liability modification to the Formation Debt Financing Policy or the Investment Criteria; (iv) any Financing, or increasing or extending any Financing; (v) any hedging that does not comply with the Debt Financing Policy; (vi) except as permitted by Section 6.1(b) or Section 6.1(c), any expenditure not provided for in the then current Budget; (vii) any Anchor Lease or any amendment to or extension of an Anchor Lease; (viii) any lease other than an Anchor Lease that is less favorable to the Company than the range of acceptable lease rates and other significant terms set forth in the then current Budget (a “Non-Conforming Lease”) if the Non-Conforming Lease, together with any other non-Anchor Leases for the same Project entered into on behalf of the Company during the same Fiscal Year, would result in a reduction in annual revenue of at least 10% in the aggregate compared to the then current Budget for the Project; (ix) the admission of a new Member to the Company, other than a transferee of Membership Interests permitted by Section 9.1, or the appointment of a successor or an additional Manager; (x) terminating or dissolving the Company except in accordance with Article VII hereof or merging, consolidating or converting the Company; (xi) entering into any contract (or any amendment or waiver thereof) or transaction with a Member or an Affiliate of the Formation a Member; (cxii) admit additional confessing a judgment against the Company; (xiii) entering into a joint venture or substitute Members other co-ownership relationship with respect to the Venture except ownership of a Project; (xiv) making any tax election on behalf of the Company; (xv) changing any accounting method adopted by the Company unless required by generally accepted accounting principles in accordance with the provisions United States; (xvi) causing the Company to enter into any agreement, other than real property leases or construction agreements, that is not cancelable without penalty on 30 days notice or less; (xvii) forming, dissolving, merging, consolidating or converting a Project Level Entity or any other direct or indirect subsidiaries of Article 9 the Company; (xviii) making any election pursuant to Treasury Regulation Section 301.7701-3 to classify the Company for federal income tax purposes as anything other than a partnership or admit to classify a Project Level Entity for federal income tax purposes as anything other than a disregarded entity; (xix) granting any additional partners lien, security interest, pledge, mortgage, deed of trust or members other encumbrance on any asset of the Company (other than the Venture or any other Subsidiary) into any Subsidiary; (d) merge or consolidate the Venture or any Subsidiary with any other Person or enter into any joint venture easements or similar relationship with, rights that do not adversely affect the use or acquiring any interest in, any corporation, limited liability company, partnership, association or other business organization by the Venture or any Subsidiary; (e) cause the Venture or any Subsidiary to enter into or terminate any Affiliate Agreement or any amendment or modification to an Affiliate Agreement or waive any material right under any Affiliate Agreement; (f) except as otherwise provided in Article 10, the direct or indirect sale or other disposition of all or any material portion of any Property, Subsidiary or any other material Venture Assets or the entering into any binding agreement to do so; (g) cause the Venture or any Subsidiary to acquire any additional Property or enter into any agreement to acquire any additional Property or any amendment or modification thereto or waive any material right thereunder; (h) approve or consummate any financing, refinancing or mortgaging of any Property or other material Venture Asset, or otherwise incur or modify or guaranty indebtedness value of the Venture or any Subsidiary (including, without limitation, any mezzanine indebtedness), or place any encumbrance or title condition on any Property or other material Venture Asset (including the Venture’s ownership interests in any Subsidiary) or modifying any existing encumbrance or title condition; provided, that if (A) either the Managing Member or the Administrative Member (the “Refinancing Initiating Member”) has in good faith presented a refinancing proposal for any Property or other material Venture Asset for approval by the other Member, (B) such approval was not granted by the other Member after fifteen (15) days of good faith negotiations by the Members with respect to such proposal, and (C) the Refinancing Initiating Member determines in good faith that such refinancing is necessary to repay debt on such Property or material Venture Asset at the maturity date thereof, then the Refinancing Initiating Member shall be permitted to refinance such Property or material Venture Asset, as applicable, with any arm’s length refinancing on then-prevailing market terms within a six-month period ending on the maturity date of any then-existing financing relating to or affecting such Property or material Venture Asset, so long as such refinancing does not exceed in the aggregate the sum of (x) the aggregate outstanding principal amount of any then-existing financing relating to or affecting the Property or material Venture Asset, (y) all accrued and unpaid interest and all other amounts required to be paid in connection with the repayment in full of any then-existing financing relating to or affecting the Property or material Venture Asset, plus (z) all prepayment premiums, defeasance costs, legal fees and disbursements, title insurance costs, search charges, mortgage recording taxes and other closing costs incurred in connection with such refinancing (it being understood that any refinancing described in the proviso to this clause (h) shall not constitute a Major DecisionProject); (ixx) subject any zoning change adverse to the provisions or any subdivision of Section 7.07, adopt each Approved Business Plan and Budget (including, without limitation, and to the extent applicable to a particular Property, the establishment or modification of the leasing parameters or entry fees, monthly rates, discounts and concessions for residents with respect to such Property) or amend, modify or supplement the terms of the Approved Business Plan and Budget then in effect (provided, that the Approved Business Plan and Budget attached as Exhibit F hereto is hereby approved as the Approved Business Plan and Budget for the balance of the 2014 Fiscal Year) or the Approved Long Term Business Planany Project; (jxxi) determine whether to develop instituting, defending, prosecuting, settling or redevelop, or undertake otherwise taking any development or redevelopment of, any Property other than as set forth in action on behalf of the Approved Business Plan and Budget or Approved Long Term Business Plan then in effect; (k) Company with respect to any Operating Property, cause lawsuit or other legal action where the Venture or applicable Subsidiary to incur any operating or capital expenditures to the extent such expenditures would: (i) cause the aggregate expenditures for the applicable line item(s) (on a year to date basis) to be exceeded by ten percent (10%) or more of the budgeted amount therefor or (ii) cause the aggregate operating expenditures or capital expenditures (as applicable) set forth in the Approved Business Plan and Budget applicable to such Property to be exceeded by five percent (5%) or more of the budgeted amount therefor (and, accordingly, any operating or capital expenditure that is within (i.e., less than) the maximum permitted variances set forth in both clause (i) and clause (ii) shall be deemed to be “in compliance with the Approved Business Plan and Budget” or satisfy words of similar import); provided, that (A) either Member may cause the Venture or any Subsidiary to incur Non-Discretionary Expenses without regard to any such limitations and the expenditure of such Non-Discretionary Expenses shall be deemed approved by the Members, (B) the Administrative Member shall be permitted to reasonably reallocate any realized cost savings with respect to any operating expenditure line item to any other operating expenditure line item within the Approved Business Plan and Budget as it relates to any Property so long as there are demonstrated actual savings in the line item from which amounts are being reallocated and such reallocation does not violate the terms of any Loan or any management agreement with respect to such Property, and (C) the Administrative Member shall give notice to the Managing Member of the nature and amount of any such reallocation or Non-Discretionary Expenses promptly following the occurrence or incurrence thereofclaimed exceeds $100,000; (lxxii) except as expressly provided in Section 5.02, make any call for Additional Capital Contributionsappointing a replacement managing member or manager of the Company following a Removal Event; (mxxiii) increasing the rates and fees schedules of any agreement between the Company and a Member or an Affiliate of a Member, except as expressly specifically provided in Section 6.05 and Section 11.03, approve any distributions of Net Ordinary Cash Flow, Net Extraordinary Cash Flow or other Venture Assets; (n) invest or lend any available cash of the Venture or any Subsidiary (other than short term deposits or investments of available cash with financial institutions or in any “money market” type mutual fund or like account which may be invested by the Administrative Member in its reasonable judgment); (o) except as set forth in Section 7.13, enter into, amend, modify or supplement the terms of any Operating Lease or any management agreement with respect to any Property (and, for the avoidance of doubt, any unilateral rights of (i) with respect to any Property that is not an Operating Property, the third party tenant under the applicable net lease, and (ii) with respect to any Operating Property, the property manager under the applicable management agreement, in each case shall not be a Major Decision); (p) with respect to any Operating Property, cause any Subsidiary to enter into any lease other than (i) non-resident leases to the extent that such leases (A) are terminable without penalty on notice to the counterparty of ninety (90) days or less, and (B) provide for arms-length rent and are otherwise on market terms or (ii) resident agreements which are in compliance with the leasing parameters set forth in any Approved Business Plan and Budget; provided, that copies of all leases or agreements entered into by any Subsidiary shall be promptly provided to each Member upon execution of such lease or agreement; (qxxiv) liquidate electing to maintain in the Company all or dissolve a portion of the Venture or any Subsidiary other than Net Proceeds from Capital Transactions in accordance with the terms Section 5.1(b) hereof; (xxv) performing any act in contravention of this Agreement; (r) amend the Certificate of Formation; (sxxvi) except as expressly contemplated by the Approved Business Plan and Budget then in effectotherwise provided herein, enter into any Contract, whether written or oral, which (i) is not cancelable by its terms on not more than sixty (60) days’ notice without premium, penalty or other charge or (ii) requires payments by or to the Venture or any Subsidiary in excess of $500,000 per annum; (t) except as expressly provided in this Agreement or the Approved Business Plan and Budget then in effect, amend, modify or terminate any insurance policy required to be maintained pursuant to this Agreement; (u) institute any legal action involving a claim for damages in excess of $250,000; or settle any legal action or confess a judgment by or against the Venture or any Subsidiary other than any settlement or compromise that does not exceed $250,000 in payments from the Venture or any Subsidiary; (v) take taking any action which would make it impossible to carry on the primary purpose ordinary business of the Venture, amend Company or substantially change the purposes nature or scope of the Venture business of the Company; (xxvii) except as set forth in this Agreement or change Section 3.2, make any additional Capital Contributions to the zoning capital of the Company; or (xxviii) on behalf of any Property direct or the primary use of any Property from senior housing; (w) establish, increase or reduce reserve funds indirect subsidiary of the Venture Company, making any decision or election, or taking any Subsidiary action, that would require the approval of all of the Members (other than any reserves for items contained in the Approved Business Plan and Budget then in effect or “springing” and other reserves required under any loan documents in respect of any permitted financing of any Property or any Subsidiary or any reserves established by the Managing Member pursuant to Section 11.03(b)); and (x) make any other decision which, pursuant to this AgreementSection 6.2 or otherwise) if such decision, expressly requires “unanimous approval” election or action were made or taken by the “approval or consent of both Members”Company itself.

Major Decisions. The Except as otherwise expressly provided in this Agreement, the Managing Member shall not take any of the following actions (each a “Major DecisionsDecision”, ) on behalf of the Company or any Subsidiary with respect regard to any such material matter unless approved in writing by the Deciding Members or otherwise previously and expressly approved or specifically provided for in the Development Budget: (i) any Loans by the Company or any Subsidiary or any refinancing or restructuring of any Loan entered into by the Company or Subsidiaries encumbering title to the Venture Property (other than draws of existing Loans); (ii) any contract between the Company (or any Subsidiary, shall be:including Property Owner) and Managing Member or any affiliate of Managing Member (other than the Development Agreement, dated as of March 21, 2017, by and between Property Owner and LSGARLSNH LLC, a Delaware limited liability company, which is deemed approved by the Deciding Members), approval of any amendment or modification to, or waiver of a provision of, any such contract, other than on market terms, and any determination or election to exercise or enforce any rights or remedies thereunder; (aiii) make approval of any voluntary amendments or modifications to the Development Budget; (iv) approval of the sale, restructuring, refinancing, recapitalization or disposition of all or any portion of the Property (excluding the sales of individual condo units); (v) the merger or consolidation of the Company with any other Person or the liquidation or dissolution of the Company, the acceptance or rejection of any offer or proposal by a third party regarding such a transaction and the approval of the terms of any such sale, restructuring, disposition, merger, consolidation, liquidation or dissolution; (vi) obligating the Company or any Subsidiary as a surety, guarantor or indemnitor to any other Person’s obligation, other than as specifically provided for in this Agreement; (vii) lending funds belonging to the Company or any Subsidiary to any third party or extending to any third party credit on behalf of the Company or any Subsidiary; (viii) the admission of any Person as a member to the Company or any Subsidiary other than as specifically provided for in this Agreement; (ix) any amendment, modification or waiver of the terms of this Agreement, except to correct ministerial errors; (x) filing any petition in bankruptcy or reorganization or institute instituting any other type of bankruptcy, reorganization or insolvency proceeding with respect to the Venture Company or any Subsidiary, consent consenting to the institution of involuntary bankruptcy, reorganization or insolvency proceedings with respect to the Venture Company or any Subsidiary, cause the Venture admission in writing by the Company or any Subsidiary to admit in writing of its inability to pay its debts generally as they become due or cause the Venture making by the Company or any Subsidiary to make of a general assignment for the benefit of its creditors; (bxi) cause the Venture or determining any Subsidiary to take any action that would trigger liability under any Guaranty or other recourse or personal liability to the Formation Member or an Affiliate of the Formation Member; (c) admit additional or substitute Members to the Venture except in accordance with the provisions of Article 9 or admit any additional partners or members (other than the Venture or any other Subsidiary) into any Subsidiary; (d) merge or consolidate the Venture or any Subsidiary with any other Person or enter into any joint venture or similar relationship with, or acquiring any interest in, any corporation, limited liability company, partnership, association or other business organization by the Venture or any Subsidiary; (e) cause the Venture or any Subsidiary to enter into or terminate any Affiliate Agreement or any amendment or modification to an Affiliate Agreement or waive any material right under any Affiliate Agreement; (f) except as otherwise provided in Article 10, the direct or indirect sale or other disposition of all or any material portion of any Property, Subsidiary or any other material Venture Assets or the entering into any binding agreement to do so; (g) cause the Venture or any Subsidiary to acquire any additional Property or enter into any agreement to acquire any additional Property or any amendment or modification thereto or waive any material right thereunder; (h) approve or consummate any financing, refinancing or mortgaging of any Property or other material Venture Asset, or otherwise incur or modify or guaranty indebtedness of the Venture or any Subsidiary (including, without limitation, any mezzanine indebtedness), or place any encumbrance or title condition on any Property or other material Venture Asset (including the Venture’s ownership interests in any Subsidiary) or modifying any existing encumbrance or title condition; provided, that if (A) either the Managing Member or the Administrative Member (the “Refinancing Initiating Member”) has in good faith presented a refinancing proposal for any Property or other material Venture Asset for approval by the other Member, (B) such approval was not granted by the other Member after fifteen (15) days of good faith negotiations by the Members with respect to such proposal, and (C) the Refinancing Initiating Member determines in good faith that such refinancing is necessary to repay debt on such Property or material Venture Asset at the maturity date thereof, then the Refinancing Initiating Member shall be permitted to refinance such Property or material Venture Asset, as applicable, with any arm’s length refinancing on then-prevailing market terms within a six-month period ending on the maturity date of any then-existing financing relating to or affecting such Property or material Venture Asset, so long as such refinancing does not exceed in the aggregate the sum of (x) the aggregate outstanding principal amount of any then-existing financing relating to or affecting the Property or material Venture Asset, (y) all accrued and unpaid interest and all other amounts required to be paid in connection with the repayment in full of any then-existing financing relating to or affecting the Property or material Venture Asset, plus (z) all prepayment premiums, defeasance costs, legal fees and disbursements, title insurance costs, search charges, mortgage recording taxes and other closing costs incurred in connection with such refinancing (it being understood that any refinancing described in the proviso to this clause (h) shall not constitute a Major Decision); (i) subject to the provisions of Section 7.07, adopt each Approved Business Plan and Budget (including, without limitation, and to the extent applicable to a particular Property, the establishment or modification of the leasing parameters or entry fees, monthly rates, discounts and concessions for residents with respect to such Property) or amend, modify or supplement the terms of the Approved Business Plan and Budget then in effect (provided, that the Approved Business Plan and Budget attached as Exhibit F hereto is hereby approved as the Approved Business Plan and Budget for the balance of the 2014 Fiscal Year) or the Approved Long Term Business Plan; (j) determine whether to develop or redevelop, or undertake any development or redevelopment of, any Property other than as set forth in the Approved Business Plan and Budget or Approved Long Term Business Plan then in effect; (k) with respect to any Operating Property, cause the Venture or applicable Subsidiary to incur any operating or capital expenditures to the extent such expenditures would: (i) cause the aggregate expenditures for the applicable line item(s) (on a year to date basis) to be exceeded by ten percent (10%) or more of the budgeted amount therefor or (ii) cause the aggregate operating expenditures or capital expenditures (as applicable) set forth in the Approved Business Plan and Budget applicable to such Property to be exceeded by five percent (5%) or more of the budgeted amount therefor (and, accordingly, any operating or capital expenditure that is within (i.e., less than) the maximum permitted variances set forth in both clause (i) and clause (ii) shall be deemed to be “in compliance with the Approved Business Plan and Budget” or satisfy words of similar import); provided, that (A) either Member may cause the Venture or any Subsidiary to incur Non-Discretionary Expenses without regard to any such limitations and the expenditure of such Non-Discretionary Expenses shall be deemed approved by the Members, (B) the Administrative Member shall be permitted to reasonably reallocate any realized cost savings with respect to any operating expenditure line item to any other operating expenditure line item within the Approved Business Plan and Budget as it relates to any Property so long as there are demonstrated actual savings in the line item from which amounts are being reallocated and such reallocation does not violate the terms of any Loan or any management agreement with respect to such Property, and (C) the Administrative Member shall give notice to the Managing Member of the nature and amount of any such reallocation or Non-Discretionary Expenses promptly following the occurrence or incurrence thereof; (l) except as expressly provided in Section 5.02, make any call for Additional Capital Contributions; (m) except as expressly provided in Section 6.05 and Section 11.03, approve any distributions of Net Ordinary Cash Flow, Net Extraordinary Cash Flow or other Venture Assets; (n) invest or lend any available cash of the Venture or any Subsidiary (other than short term deposits or investments of available cash with financial institutions or in any “money market” type mutual fund or like account which may be invested by the Administrative Member in its reasonable judgment); (o) except as set forth in Section 7.13, enter into, amend, modify or supplement the terms of any Operating Lease or any management agreement with respect to any Property (and, for the avoidance of doubt, any unilateral rights of (i) with respect to any Property Funding Requirement that is not an Operating Property, the third party tenant under the applicable net lease, and (ii) with respect to any Operating Property, the property manager under the applicable management agreement, in each case shall not be a Major Decision); (p) with respect to any Operating Property, cause any Subsidiary to enter into any lease other than (i) non-resident leases to the extent that such leases (A) are terminable without penalty on notice to the counterparty of ninety (90) days or less, and (B) provide for arms-length rent and are otherwise on market terms or (ii) resident agreements which are in compliance consistent with the leasing parameters set forth in any Approved Business Plan and Development Budget; provided, that copies of all leases or agreements entered into by any Subsidiary shall be promptly provided to each Member upon execution of such lease or agreement; (q) liquidate or dissolve the Venture or any Subsidiary other than in accordance with the terms of this Agreement; (r) amend the Certificate of Formation; (s) except as expressly contemplated by the Approved Business Plan and Budget then in effect, enter into any Contract, whether written or oral, which (i) is not cancelable by its terms on not more than sixty (60) days’ notice without premium, penalty or other charge or (ii) requires payments by or to the Venture or any Subsidiary in excess of $500,000 per annum; (t) except as expressly provided in this Agreement or the Approved Business Plan and Budget then in effect, amend, modify or terminate any insurance policy required to be maintained pursuant to this Agreement; (u) institute any legal action involving a claim for damages in excess of $250,000; or settle any legal action or confess a judgment by or against the Venture or any Subsidiary other than any settlement or compromise that does not exceed $250,000 in payments from the Venture or any Subsidiary; (v) take any action which would make it impossible to carry on the primary purpose of the Venture, amend the purposes of the Venture set forth in this Agreement or change the zoning of any Property or the primary use of any Property from senior housing; (w) establish, increase or reduce reserve funds of the Venture or any Subsidiary (other than any reserves for items contained in the Approved Business Plan and Budget then in effect or “springing” and other reserves required under any loan documents in respect of any permitted financing of any Property or any Subsidiary or any reserves established by the Managing Member pursuant to Section 11.03(b)); and (xxii) make any other action or decision which, pursuant to that requires both Deciding Members’ consent as expressly provided elsewhere in this Agreement, expressly requires “unanimous approval” or the “approval or consent of both Members”.

Major Decisions. The “Major Decisions”, with respect to the Venture or any Subsidiary, shall be: (a) make any voluntary petition in bankruptcy or reorganization or institute any other type of bankruptcy, reorganization or insolvency proceeding with respect to the Venture or any Subsidiary, consent to the institution of involuntary bankruptcy, reorganization or insolvency proceedings with respect to the Venture or any Subsidiary, cause the Venture or any Subsidiary to admit in writing its inability to pay its debts generally as they become due or cause the Venture or any Subsidiary to make a general assignment for the benefit of its creditors; (b) cause the Venture or any Subsidiary to take any action that would trigger liability under any Guaranty or other recourse or personal liability to the Formation any Member or an Affiliate of the Formation any Member; (c) admit additional or substitute Members to the Venture except in accordance with the provisions of Article 9 or admit any additional partners or members into any Subsidiary (other than the Venture or any other Subsidiary) into any Subsidiary); (d) merge or consolidate the Venture or any Subsidiary with any other Person (other than a merger or consolidation of any Subsidiary with or into any other Subsidiary) or enter into any joint venture or similar relationship with, or acquiring any interest in, any corporation, limited liability company, partnership, association or other business organization by the Venture or any Subsidiary; (e) except as provided in Section 7.06, cause the Venture or any Subsidiary to enter into or terminate any Affiliate Agreement or any amendment or modification to an Affiliate Agreement or waive any material right under any Affiliate Agreement; (f) except as otherwise provided in Section 7.11(h) and Article 10, the direct or indirect sale or other disposition of all or any material portion of any Property, Subsidiary or any other material Venture Assets or the entering into any binding agreement to do so; (g) cause the Venture or any Subsidiary to acquire any additional Property real property or enter into any agreement to acquire any additional Property real property or any amendment or modification thereto or waive any material right thereunder; (h) approve or consummate any financing, refinancing or mortgaging of any Property or other material Venture AssetAssets, or otherwise incur or modify or guaranty indebtedness of the Venture or any Subsidiary (including, without limitation, any mezzanine indebtedness), or place any encumbrance or title condition on any of any Property or other material Venture Asset Assets (including the Venture’s ownership interests in any Subsidiary) or modifying any existing encumbrance or title condition; provided, that if (A) either the Managing Member or the Administrative Member (the “Refinancing Initiating Member”) has in good faith presented a refinancing proposal for any Property or other material Venture Asset for approval by the other Member, (B) such approval was not granted by the other Member after fifteen (15) days of good faith negotiations by the Members with respect to such proposal, and (C) the Refinancing Initiating Member determines in good faith that such refinancing is necessary to repay debt on such Property or material Venture Asset at the maturity date thereof, then the Refinancing Initiating Member shall be permitted to refinance such Property or material Venture Asset, as applicable, with any arm’s length refinancing on then-prevailing market terms within a six-month period ending on the maturity date of any then-existing financing relating to or affecting such Property or material Venture Asset, so long as such refinancing does not exceed in the aggregate the sum of (x) the aggregate outstanding principal amount of any then-existing financing relating to or affecting the Property or material Venture Asset, (y) all accrued and unpaid interest and all other amounts required to be paid in connection with the repayment in full of any then-existing financing relating to or affecting the Property or material Venture Asset, plus (z) all prepayment premiums, defeasance costs, legal fees and disbursements, title insurance costs, search charges, mortgage recording taxes and other closing costs incurred in connection with such refinancing (it being understood that any refinancing described in the proviso to this clause (h) shall not constitute a Major Decision); (i) subject to the provisions of Section 7.07, adopt each Approved Business Annual Plan and Budget (including, without limitation, and to the extent applicable to a particular Property, the establishment or modification of the leasing parameters or entry fees, monthly rates, discounts and concessions for residents with respect to such any Property) or amend, modify or supplement the terms of the Approved Business Plan and Budget then in effect (provided, that the Approved Business Plan and Budget attached as Exhibit F D hereto is hereby approved as the Approved Business Plan and Budget for the balance of the 2014 2015 Fiscal Year) or the Approved Long Term Business Plan); (j) except as otherwise provided in Section 7.11(h), determine whether to develop or redevelop, or undertake any development or redevelopment of, any Property other than as set forth in the Approved Business Plan and Budget or Approved Long Term Business Plan then in effect; (k) with respect to any Operating Property, cause the Venture or applicable Subsidiary to incur any operating or capital expenditures to the extent such expenditures would: (i) cause the aggregate expenditures for the accounting category which includes the applicable line item(s) (on a year to date basis) to be exceeded by ten percent (10%) or more of the budgeted amount therefor or (ii) cause the aggregate operating expenditures or capital expenditures (as applicable) set forth in the Approved Business Plan and Budget applicable to such Property to be exceeded by five percent (5%) or more of the budgeted amount therefor (and, accordingly, any operating or capital expenditure that is within (i.e., less than) the maximum permitted variances set forth in both clause (i) and clause (ii) shall be deemed to be “in compliance with the Approved Business Plan and Budget” or satisfy words of similar import); provided, that (A) either the Administrative Member may cause may, on behalf of the Venture or any Subsidiary to Venture, incur Non-Discretionary Expenses without regard to any such limitations and the expenditure of such Non-Discretionary Expenses shall be deemed approved by the Members, (B) the Administrative Member shall be permitted to reasonably reallocate any realized cost savings with respect to any operating expenditure line item to any other operating expenditure line item within the Approved Business Plan and Budget as it relates to any Property so long as there are demonstrated actual savings in the line item from which amounts are being reallocated and such reallocation does not violate the terms of any Loan or any management agreement with respect to such Property, and (C) the Administrative Member shall give notice to the Managing NorthStar Member of the nature and amount of any such reallocation or Non-Discretionary Expenses promptly following the occurrence or incurrence thereof; (l) except as expressly provided in Section 5.02, make any call for Committed Capital Contributions or Additional Capital Contributions; (m) except as expressly provided in Section 6.05 and Section 11.03, approve any distributions of Net Ordinary Cash Flow, Net Extraordinary Cash Flow or other Venture Assets; (n) invest or lend any available cash of the Venture or any Subsidiary (other than short term deposits or investments of available cash with financial institutions or in any “money market” type mutual fund or like account which may be invested by the Administrative Member in its reasonable judgmentaccount); (o) except as set forth expressly contemplated by the Approved Business Plan and Budget then in Section 7.13effect, enter intointo any Contract, whether written or oral, which is not cancelable by its terms on not more than sixty (60) days’ notice without premium, penalty or other charge; (p) except as expressly provided in this Agreement or the Approved Business Plan and Budget then in effect, amend, modify or supplement the terms of terminate any Operating Lease or any management agreement with respect insurance policy required to any Property (and, for the avoidance of doubt, any unilateral rights of (i) with respect be maintained pursuant to any Property that is not an Operating Property, the third party tenant under the applicable net lease, and (ii) with respect to any Operating Property, the property manager under the applicable management agreement, in each case shall not be a Major Decision)this Agreement; (pq) with respect to any Operating Property, intentionally omitted; (r) cause any Subsidiary to enter into any lease other than (i) non-resident leases to the extent that such leases (A) are terminable without penalty on notice to the counterparty of ninety (90) days or less, (B) require a use of the applicable space that is complimentary to a senior housing facility and (BC) provide for arms-length rent and are otherwise on market terms or (ii) resident agreements which are in compliance with the leasing parameters set forth in any Approved Business Plan and BudgetBudget (including any approved form(s) of resident agreement(s) that may be a part thereof); provided, that copies of all leases or agreements entered into by any Subsidiary shall be promptly provided to each the NorthStar Member upon execution of such lease or agreement; (qs) except as set forth in Section 7.13, amend, modify or supplement the terms of any Operating Lease or enter into any Operating Lease not substantially in the form attached hereto at Exhibit H; (t) liquidate or dissolve the Venture or any Subsidiary (other than the liquidation of any Subsidiary into any other Subsidiary) other than in accordance with the terms of this Agreement; (ru) amend the Certificate of Formation; (s) except as expressly contemplated by the Approved Business Plan and Budget then in effect, enter into any Contract, whether written or oral, which (i) is not cancelable by its terms on not more than sixty (60) days’ notice without premium, penalty or other charge or (ii) requires payments by or to the Venture or any Subsidiary in excess of $500,000 per annum; (t) except as expressly provided in this Agreement or the Approved Business Plan and Budget then in effect, amend, modify or terminate any insurance policy required to be maintained pursuant to this Agreement; (u) institute any legal action involving a claim for damages in excess of $250,000; or settle any legal action or confess a judgment by or against the Venture or any Subsidiary other than any settlement or compromise that does not exceed $250,000 in payments from the Venture or any Subsidiary; (v) take any action which would make it impossible to carry on the primary purpose of the Venture, amend the purposes of the Venture set forth in this Agreement or change the zoning of any Property or the primary use of any Property from senior housing; (w) establishinstitute any legal action, increase settle any legal action, or reduce reserve funds of confess a judgment, by or against the Venture or any Subsidiary (other than any reserves for items contained in the Approved Business Plan and Budget then in effect or “springing” and other reserves required under any loan documents in respect of any permitted financing of any Property or any Subsidiary or any reserves established by the Managing Member pursuant to Section 11.03(b))Subsidiary; and (x) make any other decision which, pursuant to this Agreement, expressly requires “unanimous approval” or the “approval or consent of both Members”.

Major Decisions. The All Major Decisions shall be made upon the recommendation of the Managing Member and shall require the approval of ▇▇▇▇▇▇, which approval, except as otherwise expressly set forth with respect to such Major Decision, shall not be unreasonably withheld, conditioned or delayed. ▇▇▇▇▇▇ shall appoint an individual to act as ACTIVE 202923160v.13 its Authorized Representative for all purposes, including the granting of approval. ▇▇▇▇▇▇ hereby appoints ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as its initial Authorized Representative, and may at any time, upon prior written notice to the Managing Member, appoint ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ as a successor Authorized Representative. Except as provided in the preceding sentence, ▇▇▇▇▇▇ shall not replace its Authorized Representative without the prior written consent of the Managing Member. Major Decisions (“Major Decisions”, with respect to the Venture or any Subsidiary, ) shall be: (a) make any voluntary petition in bankruptcy or reorganization or institute any other type of bankruptcy, reorganization or insolvency proceeding with respect to the Venture or any Subsidiary, consent to the institution of involuntary bankruptcy, reorganization or insolvency proceedings with respect to the Venture or any Subsidiary, cause the Venture or any Subsidiary to admit in writing its inability to pay its debts generally as they become due or cause the Venture or any Subsidiary to make a general assignment for the benefit of its creditors; (b) cause the Venture or any Subsidiary to take any action that would trigger liability under any Guaranty or other recourse or personal liability to the Formation Member or an Affiliate be comprised exclusively of the Formation Member; (c) admit additional or substitute Members to the Venture except in accordance with the provisions of Article 9 or admit any additional partners or members (other than the Venture or any other Subsidiary) into any Subsidiary; (d) merge or consolidate the Venture or any Subsidiary with any other Person or enter into any joint venture or similar relationship with, or acquiring any interest in, any corporation, limited liability company, partnership, association or other business organization by the Venture or any Subsidiary; (e) cause the Venture or any Subsidiary to enter into or terminate any Affiliate Agreement or any amendment or modification to an Affiliate Agreement or waive any material right under any Affiliate Agreement; (f) except as otherwise provided in Article 10, the direct or indirect sale or other disposition of all or any material portion of any Property, Subsidiary or any other material Venture Assets or the entering into any binding agreement to do so; (g) cause the Venture or any Subsidiary to acquire any additional Property or enter into any agreement to acquire any additional Property or any amendment or modification thereto or waive any material right thereunder; (h) approve or consummate any financing, refinancing or mortgaging of any Property or other material Venture Asset, or otherwise incur or modify or guaranty indebtedness of the Venture or any Subsidiary (including, without limitation, any mezzanine indebtedness), or place any encumbrance or title condition on any Property or other material Venture Asset (including the Venture’s ownership interests in any Subsidiary) or modifying any existing encumbrance or title condition; provided, that if (A) either the Managing Member or the Administrative Member (the “Refinancing Initiating Member”) has in good faith presented a refinancing proposal for any Property or other material Venture Asset for approval by the other Member, (B) such approval was not granted by the other Member after fifteen (15) days of good faith negotiations by the Members with respect to such proposal, and (C) the Refinancing Initiating Member determines in good faith that such refinancing is necessary to repay debt on such Property or material Venture Asset at the maturity date thereof, then the Refinancing Initiating Member shall be permitted to refinance such Property or material Venture Asset, as applicable, with any arm’s length refinancing on then-prevailing market terms within a six-month period ending on the maturity date of any then-existing financing relating to or affecting such Property or material Venture Asset, so long as such refinancing does not exceed in the aggregate the sum of (x) the aggregate outstanding principal amount of any then-existing financing relating to or affecting the Property or material Venture Asset, (y) all accrued and unpaid interest and all other amounts required to be paid in connection with the repayment in full of any then-existing financing relating to or affecting the Property or material Venture Asset, plus (z) all prepayment premiums, defeasance costs, legal fees and disbursements, title insurance costs, search charges, mortgage recording taxes and other closing costs incurred in connection with such refinancing (it being understood that any refinancing described in the proviso to this clause (h) shall not constitute a Major Decision);following: (i) subject to the provisions terms set forth in Article VIII hereof, entering into an agreement or option to sell, transfer, assign or otherwise dispose of Section 7.07, adopt each Approved Business Plan and Budget (including, without limitation, and to all or any part of the extent applicable to a particular Property, the establishment Company Assets and/or any Subsidiary’s assets (except, in each case, immaterial items of personal property sold in the ordinary course of business), or modification entering into any amendment, renegotiation, modification, supplement or extension of any agreement or option to sell, transfer, assign or otherwise dispose of all or any portion of any Company Asset and/or any Subsidiary’s assets (except, in each case, immaterial items of personal property sold in the leasing parameters ordinary course of business); (ii) approving capital expenditures in excess of $500,000 in any Fiscal Year which are not expressly reflected in the Capital Plan by a specific line item or entry feesother specific designation, monthly ratesother than Emergency Expenditures and/or Non-Controllable Expenditures which may be incurred without the approval of ▇▇▇▇▇▇; (iii) refinancing any existing mortgage or creating or incurring any indebtedness, discounts and concessions for residents with respect to such Property) encumbrance, lien, security interest or amendcharge of any kind on any Company Assets, modify or supplement the terms any assets of the Approved Business Plan and Budget then in effect (any Subsidiary; provided, that the Approved Business Plan and Budget attached as Exhibit F hereto is hereby approved as Managing Member may, without the Approved Business Plan and Budget for the balance approval of the 2014 Fiscal Year) or the Approved Long Term Business Plan; (j) determine whether to develop or redevelop, or undertake any development or redevelopment of, any Property other than as set forth in the Approved Business Plan and Budget or Approved Long Term Business Plan then in effect; (k) with respect to any Operating Property▇▇▇▇▇▇, cause the Venture Company or applicable any Subsidiary to incur any operating or capital expenditures to the extent such expenditures would: (i) cause the aggregate expenditures for the applicable line item(s) (on enter into a year to date basis) to be exceeded by ten percent (10%) or more of the budgeted amount therefor or (ii) cause the aggregate operating expenditures or capital expenditures (as applicable) set forth Qualified Refinancing; and provided, further, trade payables incurred in the Approved Business Plan and Budget applicable to such Property to be exceeded by five percent (5%) or more of the budgeted amount therefor (and, accordingly, any operating or capital expenditure that is within (i.e., less than) the maximum permitted variances set forth in both clause (i) and clause (ii) shall be deemed to be “in compliance accordance with the Approved Business Plan Budget that remain outstanding for not more than one-hundred and Budget” or satisfy words eighty (180) days shall not require the approval of similar import); provided▇▇▇▇▇▇, that (A) either and the Managing Member may may, without the approval of ▇▇▇▇▇▇, cause the Venture Company or any Subsidiary to incur Non-Discretionary Expenses without regard indebtedness on commercially reasonable terms in the ordinary course of business in an amount not to exceed $150,000 (increased annually based on the percentage increase in the CPI Index over the prior year) in any such limitations and Fiscal Year; (iv) causing the expenditure of such Non-Discretionary Expenses shall be deemed approved by the Members, (B) the Administrative Member shall be permitted Company and/or any Subsidiary to reasonably reallocate file or consent to or acquiesce in any realized cost savings petition with respect to the Company and/or any operating expenditure line item to Subsidiary under any other operating expenditure line item within chapter of Title 11 of the Approved Business Plan and Budget as it relates to United States Bankruptcy Code or any Property so long as there are demonstrated actual savings in similar law or regulation, seeking the line item from which amounts are being reallocated and such reallocation does not violate the terms appointment of a custodian, receiver or trustee of any Loan of the Company Assets and/or any Subsidiary’s assets, making an assignment for the benefit of creditors, or admitting on behalf of the Company and/or any management agreement Subsidiary that the Company and/or any Subsidiary is insolvent or unable to pay its or their debts as they come due; ▇▇▇▇▇▇’▇ approval with respect to such Property, and this clause (Civ) the Administrative Member shall give notice to the Managing Member of the nature and amount of any such reallocation may be granted or Non-Discretionary Expenses promptly following the occurrence or incurrence thereofwithheld in its sole discretion; (lv) approving or disapproving a creditors’ plan, the filing of an involuntary petition of bankruptcy or the dismissal or discharge of a claim of bankruptcy in connection with bankruptcy proceedings involving any Person contracting with the Company and/or any Subsidiary; ▇▇▇▇▇▇’▇ approval with respect to this clause (v) may be granted or withheld in its sole discretion; ACTIVE 202923160v.13 (vi) except as expressly provided or permitted in Section 5.02this Agreement, make (a) admitting any call for Additional Capital Contributions;Person as a Member of the Company, or admitting any Person as partner, member, shareholder, trustee, or beneficiary of any Subsidiary, as applicable, (b) issuing or selling any interests in the Company and/or in any Subsidiary, or (c) causing or permitting a Transfer of Interest in the Company and/or the interests in any Subsidiary; and (mvii) except as expressly provided in Section 6.05 and Section 11.03, approve any distributions of Net Ordinary Cash Flow, Net Extraordinary Cash Flow or other Venture Assets; (n) invest or lend any available cash of the Venture or any Subsidiary (other than short term deposits or investments of available cash with financial institutions or in any “money market” type mutual fund or like account which may be invested by the Administrative Member in its reasonable judgment); (o) except as set forth in Section 7.13, enter into, amend, modify or supplement the terms of any Operating Lease or any management agreement with respect to any Property (and, for the avoidance of doubt, any unilateral rights of (i) with respect to any Property that is not an Operating Property, the third party tenant under the applicable net lease, and (ii) with respect to any Operating Property, the property manager under the applicable management agreement, in each case shall not be a Major Decision); (p) with respect to any Operating Property, cause any Subsidiary to enter into any lease other than (i) non-resident leases to the extent that such leases (A) are terminable without penalty on notice to the counterparty of ninety (90) days or less, and (B) provide for arms-length rent and are otherwise on market terms or (ii) resident agreements which are in compliance with the leasing parameters set forth in any Approved Business Plan and Budget; provided, that copies of all leases or agreements entered into by any Subsidiary shall be promptly provided to each Member upon execution of such lease or agreement; (q) liquidate or dissolve the Venture or any Subsidiary other than in accordance with the terms of this Agreement; (r) amend the Certificate of Formation; (s) except as expressly contemplated by the Approved Business Plan and Budget then in effect, enter into any Contract, whether written or oral, which (i) is not cancelable by its terms on not more than sixty (60) days’ notice without premium, penalty or other charge or (ii) requires payments by or to the Venture or any Subsidiary in excess of $500,000 per annum; (t) except as expressly provided in amending this Agreement or the Approved Business Plan and Budget then Certificate in effect, amend, modify or terminate any insurance policy required to be maintained pursuant to this Agreement; (u) institute any legal action involving a claim for damages in excess of $250,000; or settle any legal action or confess a judgment by or against the Venture or any Subsidiary other than any settlement or compromise that does not exceed $250,000 in payments from the Venture or any Subsidiary; (v) take any action which would make it impossible to carry on the primary purpose of the Venture, amend the purposes of the Venture set forth in this Agreement or change the zoning of any Property or the primary use of any Property from senior housing; (w) establish, increase or reduce reserve funds of the Venture or any Subsidiary (other than any reserves for items contained in the Approved Business Plan and Budget then in effect or “springing” and other reserves required under any loan documents in respect of any permitted financing of any Property or any Subsidiary or any reserves established by the Managing Member pursuant to Section 11.03(b)); and (x) make any other decision which, pursuant to this Agreement, expressly requires “unanimous approval” or the “approval or consent of both Members”material respect.

Major Decisions. The “Major Decisions”, with respect to the Venture or any Subsidiary, shall be: (a) make any voluntary petition in bankruptcy or reorganization or institute any other type of bankruptcy, reorganization or insolvency proceeding with respect to the Venture or any Subsidiary, consent to the institution of involuntary bankruptcy, reorganization or insolvency proceedings with respect to the Venture or any Subsidiary, cause the Venture or any Subsidiary to admit in writing its inability to pay its debts generally as they become due or cause the Venture or any Subsidiary to make a general assignment for the benefit of its creditors; (b) cause the Venture or any Subsidiary to take any action that would trigger liability under any Guaranty (as defined in the Owner Venture Agreement) or other recourse or personal liability to the Formation any Member or an Affiliate of the Formation any Member; (c) admit additional or substitute Members to the Venture except in accordance with the provisions of Article 9 or admit any additional partners or members into any Subsidiary (other than the Venture or any other Subsidiary) into any Subsidiary); (d) merge or consolidate the Venture or any Subsidiary with any other Person or enter into any joint venture or similar relationship with, or acquiring any interest in, any corporation, limited liability company, partnership, association or other business organization by the Venture or any Subsidiary; (e) except as provided in Section 7.06, cause the Venture or any Subsidiary to enter into or terminate any Affiliate Agreement or any amendment or modification to an Affiliate Agreement or waive any material right under any Affiliate Agreement; (f) except as otherwise provided in Article 10, the direct or indirect sale or other disposition of all or any material portion of any PropertyFacility, Subsidiary or any other material Venture Assets or the entering into any binding agreement to do so; (g) cause the Venture or any Subsidiary to acquire any additional Property or enter into any agreement to acquire any additional Property or any amendment or modification thereto or waive any material right thereunderintentionally omitted; (h) approve or consummate any financing, refinancing or mortgaging of any Property Facility or other material Venture AssetAssets, or otherwise incur or modify or guaranty indebtedness of the Venture or any Subsidiary (including, without limitation, any mezzanine indebtedness), or place any encumbrance or title condition on any Property of any Facility or other material Venture Asset Assets (including the Venture’s ownership interests in any Subsidiary) or modifying any existing encumbrance or title condition; provided, that if (A) either the Managing Member or the Administrative Member (the “Refinancing Initiating Member”) has in good faith presented a refinancing proposal for any Property or other material Venture Asset for approval by the other Member, (B) such approval was not granted by the other Member after fifteen (15) days of good faith negotiations by the Members with respect to such proposal, and (C) the Refinancing Initiating Member determines in good faith that such refinancing is necessary to repay debt on such Property or material Venture Asset at the maturity date thereof, then the Refinancing Initiating Member shall be permitted to refinance such Property or material Venture Asset, as applicable, with any arm’s length refinancing on then-prevailing market terms within a six-month period ending on the maturity date of any then-existing financing relating to or affecting such Property or material Venture Asset, so long as such refinancing does not exceed in the aggregate the sum of (x) the aggregate outstanding principal amount of any then-existing financing relating to or affecting the Property or material Venture Asset, (y) all accrued and unpaid interest and all other amounts required to be paid in connection with the repayment in full of any then-existing financing relating to or affecting the Property or material Venture Asset, plus (z) all prepayment premiums, defeasance costs, legal fees and disbursements, title insurance costs, search charges, mortgage recording taxes and other closing costs incurred in connection with such refinancing (it being understood that any refinancing described in the proviso to this clause (h) shall not constitute a Major Decision); (i) subject to the provisions of Section 7.07, adopt each Approved Business Annual Plan and Budget (including, without limitation, and to the extent applicable to a particular Property, the establishment or modification of the leasing parameters or entry fees, monthly rates, discounts and concessions for residents with respect to such Propertyany Facility) or amend, modify or supplement the terms of the Approved Business Plan and Budget then in effect (provided, that the Approved Business Plan and Budget attached as Exhibit F D hereto is hereby approved as the Approved Business Plan and Budget for the balance of the 2013 Fiscal Year and for the 2014 Fiscal Year) or the Approved Long Term Business Plan; (j) determine whether to develop or redevelop, or undertake any development or redevelopment of, any Property other than as set forth in the Approved Business Plan and Budget or Approved Long Term Business Plan then in effectintentionally omitted; (k) with respect to any Operating PropertyFacility, cause the Venture or applicable Subsidiary to incur any operating or capital expenditures to the extent such expenditures would: (i) cause the aggregate expenditures for the accounting category which includes the applicable line item(s) (on a year to date basis) to be exceeded by ten percent (10%) or more of the budgeted amount therefor or (ii) cause the aggregate operating expenditures or capital expenditures (as applicable) set forth in the Approved Business Plan and Budget applicable to such Property Facility to be exceeded by five percent (5%) or more of the budgeted amount therefor (and, accordingly, any operating or capital expenditure that is within (i.e., less than) the maximum permitted variances set forth in both clause (i) and clause (ii) shall be deemed to be “in compliance with the Approved Business Plan and Budget” or satisfy words of similar import); provided, that (A) either the Administrative Member may cause may, on behalf of the Venture or any Subsidiary to Venture, incur Non-Discretionary Expenses without regard to any such limitations and the expenditure of such Non-Discretionary Expenses shall be deemed approved by the Members, (B) the Administrative Member shall be permitted to reasonably reallocate any realized cost savings with respect to any operating expenditure line item to any other operating expenditure line item within the Approved Business Plan and Budget as it relates to any Property Facility so long as there are demonstrated actual savings in the line item from which amounts are being reallocated and such reallocation does not violate the terms of any Loan or any management agreement with respect to such Property, and (C) the Administrative Member shall give notice to the Managing NorthStar Member of the nature and amount of any such reallocation or Non-Discretionary Expenses promptly following the occurrence or incurrence thereof; (l) except as expressly provided in Section 5.02, make any call for Additional Capital Contributions; (m) except as expressly provided in Section 6.05 and Section 11.03, approve any distributions of Net Ordinary Cash Flow, Net Extraordinary Cash Flow or other Venture Assets; (n) invest or lend any available cash of the Venture or any Subsidiary (other than short term deposits or investments of available cash with financial institutions or in any “money market” type mutual fund or like account which may be invested by the Administrative Member in its reasonable judgmentaccount); (o) except as set forth expressly contemplated by the Approved Business Plan and Budget then in Section 7.13effect, enter intointo any Contract, whether written or oral, which is not cancelable by its terms on not more than sixty (60) days’ notice without premium, penalty or other charge; (p) except as expressly provided in this Agreement or the Approved Business Plan and Budget then in effect, amend, modify or supplement the terms of terminate any Operating Lease or any management agreement with respect insurance policy required to any Property (and, for the avoidance of doubt, any unilateral rights of (i) with respect be maintained pursuant to any Property that is not an Operating Property, the third party tenant under the applicable net lease, and (ii) with respect to any Operating Property, the property manager under the applicable management agreement, in each case shall not be a Major Decision)this Agreement; (pq) with respect to any Operating Property, intentionally omitted; (r) cause any Subsidiary to enter into any lease other than (i) non-resident leases to the extent that such leases (A) are terminable without penalty on notice to the counterparty of ninety (90) days or less, (B) require a use of the applicable space that is complimentary to a senior housing facility and (BC) provide for arms-length rent and are otherwise on market terms or (ii) resident agreements which are in compliance with the leasing parameters set forth in any Approved Business Plan and Budget; provided, that copies of all leases or agreements entered into by any Subsidiary shall be promptly provided to each the NorthStar Member upon execution of such lease or agreement; (qs) except as set forth in Section 7.13, amend, modify or supplement the terms of any Operating Lease or enter into any Operating Lease not substantially in the form attached hereto at Exhibit H; (t) liquidate or dissolve the Venture or any Subsidiary other than in accordance with the terms of this Agreement; (ru) amend the Certificate of Formation; (s) except as expressly contemplated by the Approved Business Plan and Budget then in effect, enter into any Contract, whether written or oral, which (i) is not cancelable by its terms on not more than sixty (60) days’ notice without premium, penalty or other charge or (ii) requires payments by or to the Venture or any Subsidiary in excess of $500,000 per annum; (t) except as expressly provided in this Agreement or the Approved Business Plan and Budget then in effect, amend, modify or terminate any insurance policy required to be maintained pursuant to this Agreement; (u) institute any legal action involving a claim for damages in excess of $250,000; or settle any legal action or confess a judgment by or against the Venture or any Subsidiary other than any settlement or compromise that does not exceed $250,000 in payments from the Venture or any Subsidiary; (v) take any action which would make it impossible to carry on the primary purpose of the Venture, amend the purposes of the Venture set forth in this Agreement or change the zoning of any Property Facility or the primary use of any Property Facility from senior housing; (w) establish, increase institute any legal action involving a claim; settle any legal action or reduce reserve funds of confess a judgment by or against the Venture or any Subsidiary (other than any reserves for items contained in the Approved Business Plan and Budget then in effect or “springing” and other reserves required under any loan documents in respect of any permitted financing of any Property or any Subsidiary or any reserves established by the Managing Member pursuant to Section 11.03(b))Subsidiary; and (x) make any other decision which, pursuant to this Agreement, expressly requires “unanimous approval” or the “approval or consent of both Members”.

Major Decisions. The (a) Notwithstanding Section 6.1 or any other provision of this Agreement to the contrary, but in any event subject to the additional restrictions set forth in Article XIV herein, all Major Decisions proposed to be taken by the Partnership shall require the unanimous approval of the Partners, which such approval shall not be unreasonably withheld. (b) Each of the following is a “Major Decisions”Decision” for purposes of this Agreement: (i) extending credit, making loans or becoming or acting as a surety, guarantor, endorser or accommodation endorser or modifying any obligations relating to the foregoing except (x) in connection with negotiating checks or other instruments received by the Partnership, or (y) the incurrence of accounts receivables or other similar arrangements in the normal course of the Partnership’s Business; (ii) except for the Loan, the Basic Documents, or trade payables incurred in the normal course of the Partnership’s Business, obtaining financing or refinancing for, or otherwise incurring any indebtedness of the Partnership, any subsidiary or any assets of the Partnership or any subsidiary; approving or executing the documents evidencing any such financing or refinancing or any amendments or modifications thereof; and/or selecting the lender or lenders providing any such financing or refinancing; (iii) placing or suffering of any other lien or encumbrance on or affecting the Property or any portion thereof other than in connection with the Loan; (iv) acquiring any land or other real property or any interest therein other than the Property; (v) making and/or implementing any decision to form any subsidiary entity (including a corporation, partnership, limited liability company, trust or other entity) and/or to assign, transfer or convey all or any portion of the Property or any other asset or property or the rights to acquire the Property or any other asset or property to any subsidiary entity and the execution and delivery of any documents, agreements or instruments implementing, evidencing or relating to any such decision or action (including any organizational documents relating to any subsidiary entity): (vi) except as set forth on Schedule 6.2(b)(vi), entering into any agreement or contract for goods, services or property, or any other transaction, with any Partner or any Affiliate of any Partner or paying any compensation, remuneration or other consideration or any kind to any Partner or any Affiliate of any Partner, or determining the amount of overhead and other reimbursements payable to any Partner or any of their Affiliates or modifying or amending any such agreement, contract, transaction, compensation, reimbursements or consideration so approved; (vii) causing the Partnership to consolidate or merge with or into any other Person or to enter into any business combination, joint venture, partnership, limited liability company or other entity, or any other profit participation or sharing agreement or arrangement, with any other Person for the ownership, operation or financing of the Property; (viii) commence, join in or settle any claim, action, suit or proceeding by, against or involving the Partnership that may materially affect the financial condition or operations of the Partnership; (ix) the sale of all or any portion of the Property; (x) subject to the requirements of Section 14.3 (which apply during the period in which the Loan is outstanding), the institution of proceedings to have the Partnership adjudicated bankrupt or insolvent, or the filing of a petition seeking reorganization or relief with respect to the Venture Partnership under any applicable federal or any Subsidiary, shall be:state law relating to bankruptcy; (axi) make any voluntary petition in bankruptcy or reorganization or institute any other type of bankruptcy, reorganization or insolvency proceeding with respect subject to the Venture or any Subsidiaryrequirements of Section 14.3 (which apply during the period in which the Loan is outstanding), the consent to the institution of involuntary bankruptcy, reorganization bankruptcy or insolvency proceedings against the Partnership, or the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) of the Partnership or a substantial part of its assets; (xii) acquiring any material personal property, equipment or other assets or business by the Partnership that are not in connection with respect or will not serve the Property; (xiii) subject to the Venture or requirements of Section 14.3 (which apply during the period in which the Loan is outstanding), the making of any Subsidiaryassignment for the benefit of the creditors of the Partnership; (xiv) subject to the requirements of Section 14.3 (which apply during the period in which the Loan is outstanding), cause the Venture or any Subsidiary to admit admission in writing its of the Partnership’s inability to pay its debts generally as they become due or cause the Venture or any Subsidiary to make a general assignment for the benefit of its creditorsdue; (bxv) cause in the Venture event of the substantial destruction or any Subsidiary to take any action that would trigger liability under any Guaranty or other recourse or personal liability substantial damage to the Formation Member or an Affiliate Property, the determination of the Formation Member; (c) admit additional or substitute Members whether to apply any insurance proceeds received to the Venture except in accordance with the provisions restoration of Article 9 or admit any additional partners or members (other than the Venture or any other Subsidiary) into any Subsidiary; (d) merge or consolidate the Venture or any Subsidiary with any other Person or enter into any joint venture or similar relationship with, or acquiring any interest in, any corporation, limited liability company, partnership, association or other business organization by the Venture or any Subsidiary; (e) cause the Venture or any Subsidiary to enter into or terminate any Affiliate Agreement or any amendment or modification to an Affiliate Agreement or waive any material right under any Affiliate Agreement; (f) except as otherwise provided in Article 10, the direct or indirect sale or other disposition of all or any material portion of any Property, Subsidiary or any other material Venture Assets or the entering into any binding agreement to do so; (g) cause the Venture or any Subsidiary to acquire any additional Property or enter into any agreement to acquire any additional Property or any amendment or modification thereto or waive any material right thereunder; (h) approve or consummate any financing, refinancing or mortgaging of any Property or other material Venture Asset, or otherwise incur or modify or guaranty indebtedness of the Venture or any Subsidiary (including, without limitation, any mezzanine indebtedness), or place any encumbrance or title condition on any Property or other material Venture Asset (including the Venture’s ownership interests in any Subsidiary) or modifying any existing encumbrance or title condition; provided, that if (A) either the Managing Member or the Administrative Member (the “Refinancing Initiating Member”) has in good faith presented a refinancing proposal for any Property or other material Venture Asset for approval by the other Member, (B) such approval was not granted by the other Member after fifteen (15) days of good faith negotiations by the Members with respect to such proposal, and (C) the Refinancing Initiating Member determines in good faith that such refinancing is necessary to repay debt on such Property or material Venture Asset at the maturity date thereof, then the Refinancing Initiating Member shall be permitted to refinance such Property or material Venture Asset, as applicable, with any arm’s length refinancing on then-prevailing market terms within a six-month period ending on the maturity date of any then-existing financing relating to or affecting such Property or material Venture Asset, so long as such refinancing does not exceed in the aggregate the sum of (x) the aggregate outstanding principal amount of any then-existing financing relating to or affecting the Property or material Venture Asset, (y) all accrued and unpaid interest and all other amounts required to be paid in connection with the repayment in full of any then-existing financing relating to or affecting the Property or material Venture Asset, plus (z) all prepayment premiums, defeasance costs, legal fees and disbursements, title insurance costs, search charges, mortgage recording taxes and other closing costs incurred in connection with distribute such refinancing (it being understood that any refinancing described in the proviso to this clause (h) shall not constitute a Major Decision); (i) subject to the provisions of Section 7.07, adopt each Approved Business Plan and Budget (including, without limitation, and to the extent applicable to a particular Property, the establishment or modification of the leasing parameters or entry fees, monthly rates, discounts and concessions for residents with respect to such Property) or amend, modify or supplement the terms of the Approved Business Plan and Budget then in effect (provided, that the Approved Business Plan and Budget attached as Exhibit F hereto is hereby approved as the Approved Business Plan and Budget for the balance of the 2014 Fiscal Year) or the Approved Long Term Business Plan; (j) determine whether to develop or redevelop, or undertake any development or redevelopment of, any Property other than as set forth in the Approved Business Plan and Budget or Approved Long Term Business Plan then in effect; (k) with respect to any Operating Property, cause the Venture or applicable Subsidiary to incur any operating or capital expenditures to the extent such expenditures would: (i) cause the aggregate expenditures for the applicable line item(s) (on a year to date basis) to be exceeded by ten percent (10%) or more of the budgeted amount therefor or (ii) cause the aggregate operating expenditures or capital expenditures (as applicable) set forth in the Approved Business Plan and Budget applicable to such Property to be exceeded by five percent (5%) or more of the budgeted amount therefor (and, accordingly, any operating or capital expenditure that is within (i.e., less than) the maximum permitted variances set forth in both clause (i) and clause (ii) shall be deemed to be “in compliance with the Approved Business Plan and Budget” or satisfy words of similar import); provided, that (A) either Member may cause the Venture or any Subsidiary to incur Non-Discretionary Expenses without regard to any such limitations and the expenditure of such Non-Discretionary Expenses shall be deemed approved by the Members, (B) the Administrative Member shall be permitted to reasonably reallocate any realized cost savings with respect to any operating expenditure line item to any other operating expenditure line item within the Approved Business Plan and Budget as it relates to any Property so long as there are demonstrated actual savings in the line item from which amounts are being reallocated and such reallocation does not violate the terms of any Loan or any management agreement with respect to such Property, and (C) the Administrative Member shall give notice to the Managing Member of the nature and amount of any such reallocation or Non-Discretionary Expenses promptly following the occurrence or incurrence thereof; (l) except as expressly provided in Section 5.02, make any call for Additional Capital Contributions; (m) except as expressly provided in Section 6.05 and Section 11.03, approve any distributions of Net Ordinary Cash Flow, Net Extraordinary Cash Flow or other Venture Assets; (n) invest or lend any available cash of the Venture or any Subsidiary (other than short term deposits or investments of available cash with financial institutions or in any “money market” type mutual fund or like account which may be invested by the Administrative Member in its reasonable judgment); (o) except as set forth in Section 7.13, enter into, amend, modify or supplement the terms of any Operating Lease or any management agreement with respect to any Property (and, for the avoidance of doubt, any unilateral rights of (i) with respect to any Property that is not an Operating Property, the third party tenant under the applicable net lease, and (ii) with respect to any Operating Property, the property manager under the applicable management agreement, in each case shall not be a Major Decision); (p) with respect to any Operating Property, cause any Subsidiary to enter into any lease other than (i) non-resident leases to the extent that such leases (A) are terminable without penalty on notice to the counterparty of ninety (90) days or less, and (B) provide for arms-length rent and are otherwise on market terms or (ii) resident agreements which are in compliance with the leasing parameters set forth in any Approved Business Plan and Budget; provided, that copies of all leases or agreements entered into by any Subsidiary shall be promptly provided to each Member upon execution of such lease or agreement; (q) liquidate or dissolve the Venture or any Subsidiary other than in accordance with the terms of this Agreement; (r) amend the Certificate of Formation; (s) except as expressly contemplated by the Approved Business Plan and Budget then in effect, enter into any Contract, whether written or oral, which (i) is not cancelable by its terms on not more than sixty (60) days’ notice without premium, penalty or other charge or (ii) requires payments by or to the Venture or any Subsidiary in excess of $500,000 per annum; (t) except as expressly provided in this Agreement or the Approved Business Plan and Budget then in effect, amend, modify or terminate any insurance policy required to be maintained pursuant to this Agreement; (u) institute any legal action involving a claim for damages in excess of $250,000; or settle any legal action or confess a judgment by or against the Venture or any Subsidiary other than any settlement or compromise that does not exceed $250,000 in payments from the Venture or any Subsidiary; (v) take any action which would make it impossible to carry on the primary purpose of the Venture, amend the purposes of the Venture set forth in this Agreement or change the zoning of any Property or the primary use of any Property from senior housing; (w) establish, increase or reduce reserve funds of the Venture or any Subsidiary (other than any reserves for items contained in the Approved Business Plan and Budget then in effect or “springing” and other reserves required under any loan documents in respect of any permitted financing of any Property or any Subsidiary or any reserves established by the Managing Member pursuant to Section 11.03(b))proceeds; and (xxvi) make any other decision whichto the fullest extent permitted by law, pursuant to this Agreement, expressly requires “unanimous approval” the dissolution or liquidation of the “approval or consent of both Members”Partnership.

Major Decisions. The Notwithstanding anything in this Agreement to the contrary, none of the following decisions involving the conduct of the business and affairs of the Partnership or any Subsidiary (the “Major Decisions”, with respect to the Venture or any Subsidiary, ) shall bebe made unless approved in writing by CNL LP and GW LP: (a) make any voluntary petition in bankruptcy subject to Article 12, selling, leasing or reorganization otherwise disposing of, or institute any other type of bankruptcygranting a Mortgage on, reorganization or insolvency proceeding with respect to the Venture all or any Subsidiarysubstantial part of the Hotel Properties or the Subsidiaries, consent to including the institution granting of involuntary bankruptcy, reorganization or insolvency proceedings with respect to the Venture or any Subsidiary, cause the Venture or any Subsidiary to admit in writing its inability to pay its debts generally as they become due or cause the Venture or any Subsidiary to make a general assignment for the benefit options and rights of its creditorsfirst refusal; (b) cause creating, incurring, assuming, refinancing, extending, modifying or otherwise becoming liable with respect to any obligation for borrowed money (including guarantees of the Venture indebtedness or other obligations of any Person or of any Subsidiary to take any action that would trigger liability under any Guaranty or other recourse or personal liability to the Formation Member or an Affiliate of the Formation MemberPartnership), including by the issuance of any bonds, debentures, notes or other evidences of indebtedness in any transaction or series of transactions or prepaying any such obligation for borrowed money; (c) admit additional acquiring any real property, whether improved or substitute Members to the Venture except in accordance with the provisions of Article 9 unimproved, or admit any additional partners interest therein, directly or members (indirectly, other than ▇▇▇ ▇▇▇▇▇ Hotel Property and the Venture or any other Subsidiary) into any SubsidiarySandusky Hotel Property; (d) merge or consolidate the Venture or any Subsidiary with any other Person or enter into any joint venture or similar relationship withentering into, or acquiring amending in any interest inmaterial respect, or terminating, any corporation, limited liability company, partnership, association or other business organization by of the Venture or any SubsidiaryOperating Leases; (e) cause amending this Agreement, amending the Venture partnership agreement or other organizational or governance document of any Subsidiary or amending in any material respect, or waiving any material rights in, or terminating, any agreement the entering into of which was a Major Decision; (f) assigning the property of the Partnership or a Subsidiary in trust for creditors; (g) confessing a judgment against the Partnership or a Subsidiary or its or their assets, or any portion thereof, (h) lending money to, or guaranteeing the debts or other obligations of, or acting as a surety for, a Partner or any other Person; (i) except for entering into, and making payments required under, a GW Management Agreement, the Development Agreement, a License Agreement, and agreements permitted to be entered into or amended by a GW Manager, entering into, or amending, a contract between the Partnership or a Subsidiary, and a Partner or an Affiliate of a Partner or paying fees or other compensation to a Partner or an Affiliate of a Partner other than fees and other compensation payable to a GW Manager or its Affiliates under a GW Management Agreement or any agreement permitted to be entered into or amended by a GW Manager thereunder; (j) causing the Partnership or any Subsidiary to enter into amend, terminate, or terminate request, grant or be granted a waiver under, any Affiliate Agreement or of the documents executed with respect to any amendment or modification to an Affiliate Agreement or waive any material right under any Affiliate AgreementLoan; (fk) changing the name of the Partnership or a Subsidiary; (l) establishing reserves for the Partnership or a Subsidiary to the extent not required by the Hotel Management Agreements or any Loan Document; (m) except as otherwise provided in Article 1013, dissolving, liquidating and winding-up the direct or indirect sale or other disposition of all or any material portion of any Property, Subsidiary or any other material Venture Assets or the entering into any binding agreement to do so; (g) cause the Venture or any Subsidiary to acquire any additional Property or enter into any agreement to acquire any additional Property or any amendment or modification thereto or waive any material right thereunder; (h) approve or consummate any financing, refinancing or mortgaging of any Property or other material Venture Asset, or otherwise incur or modify or guaranty indebtedness affairs of the Venture Partnership or any Subsidiary (including, without limitation, any mezzanine indebtedness), or place any encumbrance or title condition on any Property or other material Venture Asset (including the Venture’s ownership interests in any a Subsidiary) or modifying any existing encumbrance or title condition; provided, that if (A) either the Managing Member or the Administrative Member (the “Refinancing Initiating Member”) has in good faith presented a refinancing proposal for any Property or other material Venture Asset for approval by the other Member, (B) such approval was not granted by the other Member after fifteen (15) days of good faith negotiations by the Members with respect to such proposal, and (C) the Refinancing Initiating Member determines in good faith that such refinancing is necessary to repay debt on such Property or material Venture Asset at the maturity date thereof, then the Refinancing Initiating Member shall be permitted to refinance such Property or material Venture Asset, as applicable, with any arm’s length refinancing on then-prevailing market terms within a six-month period ending on the maturity date of any then-existing financing relating to or affecting such Property or material Venture Asset, so long as such refinancing does not exceed in the aggregate the sum of (x) the aggregate outstanding principal amount of any then-existing financing relating to or affecting the Property or material Venture Asset, (y) all accrued and unpaid interest and all other amounts required to be paid in connection with the repayment in full of any then-existing financing relating to or affecting the Property or material Venture Asset, plus (z) all prepayment premiums, defeasance costs, legal fees and disbursements, title insurance costs, search charges, mortgage recording taxes and other closing costs incurred in connection with such refinancing (it being understood that any refinancing described in the proviso to this clause (h) shall not constitute a Major Decision); (i) subject to the provisions of Section 7.07, adopt each Approved Business Plan and Budget (including, without limitation, and to the extent applicable to a particular Property, the establishment or modification of the leasing parameters or entry fees, monthly rates, discounts and concessions for residents with respect to such Property) or amend, modify or supplement the terms of the Approved Business Plan and Budget then in effect (provided, that the Approved Business Plan and Budget attached as Exhibit F hereto is hereby approved as the Approved Business Plan and Budget for the balance of the 2014 Fiscal Year) or the Approved Long Term Business Plan; (j) determine whether to develop or redevelop, or undertake any development or redevelopment of, any Property other than as set forth in the Approved Business Plan and Budget or Approved Long Term Business Plan then in effect; (k) with respect to any Operating Property, cause the Venture or applicable Subsidiary to incur any operating or capital expenditures to the extent such expenditures would: (i) cause the aggregate expenditures for the applicable line item(s) (on a year to date basis) to be exceeded by ten percent (10%) or more of the budgeted amount therefor or (ii) cause the aggregate operating expenditures or capital expenditures (as applicable) set forth in the Approved Business Plan and Budget applicable to such Property to be exceeded by five percent (5%) or more of the budgeted amount therefor (and, accordingly, any operating or capital expenditure that is within (i.e., less than) the maximum permitted variances set forth in both clause (i) and clause (ii) shall be deemed to be “in compliance with the Approved Business Plan and Budget” or satisfy words of similar import); provided, that (A) either Member may cause the Venture or any Subsidiary to incur Non-Discretionary Expenses without regard to any such limitations and the expenditure of such Non-Discretionary Expenses shall be deemed approved by the Members, (B) the Administrative Member shall be permitted to reasonably reallocate any realized cost savings with respect to any operating expenditure line item to any other operating expenditure line item within the Approved Business Plan and Budget as it relates to any Property so long as there are demonstrated actual savings in the line item from which amounts are being reallocated and such reallocation does not violate the terms of any Loan or any management agreement with respect to such Property, and (C) the Administrative Member shall give notice to the Managing Member of the nature and amount of any such reallocation or Non-Discretionary Expenses promptly following the occurrence or incurrence thereof; (l) except as expressly provided in Section 5.02, make any call for Additional Capital Contributions; (m) except as expressly provided in Section 6.05 and Section 11.03, approve any distributions of Net Ordinary Cash Flow, Net Extraordinary Cash Flow or other Venture Assets; (n) invest merging or lend consolidating the Partnership or a Subsidiary with or into any available cash of the Venture other partnership, a limited liability company, a corporation or any Subsidiary (other than short term deposits or investments of available cash with financial institutions or in any “money market” type mutual fund or like account which may be invested by the Administrative Member in its reasonable judgment)entity; (o) except as set forth in Section 7.13commencing, enter intosettling or dismissing litigation, amendor administrative or other governmental proceedings, modify by or supplement against the terms of any Operating Lease Partnership or any management agreement with respect a Subsidiary (other than proceedings against a Partner to any Property (and, for enforce the avoidance of doubt, any unilateral rights of (i) with respect to any Property that is not an Operating PropertyPartner’s obligations under this Agreement), the third party tenant under outcome of which could have a material adverse effect on the applicable net lease, and (ii) with respect to any Operating Property, business or operations of the property manager under Partnership or a Subsidiary or the applicable management agreement, in each case shall not be a Major Decision); (p) with respect to any Operating Property, cause any Subsidiary to enter into any lease other than (i) non-resident leases to the extent that such leases (A) are terminable without penalty on notice to the counterparty of ninety (90) days Hotel Properties or less, and (B) provide for arms-length rent and are otherwise on market terms or (ii) resident agreements which are in compliance with the leasing parameters set forth in any Approved Business Plan and Budget; provided, that copies of all leases or agreements entered into by any Subsidiary shall be promptly provided to each Member upon execution of such lease or agreement; (q) liquidate or dissolve the Venture or any Subsidiary other than in accordance with the terms of this Agreement; (r) amend the Certificate of Formation; (s) except as expressly contemplated by the Approved Business Plan and Budget then in effect, enter into any Contract, whether written or oral, which (i) is not cancelable by its terms on not more than sixty (60) days’ notice without premium, penalty or other charge or (ii) requires payments by or to the Venture or any Subsidiary in excess of $500,000 per annum; (t) except as expressly provided in this Agreement or the Approved Business Plan and Budget then in effect, amend, modify or terminate any insurance policy required to be maintained pursuant to this Agreement; (u) institute any legal action involving a claim for damages in excess of $250,000; ; (p) redeeming the Partnership Interest of any Partner, admitting any new Partner (except as otherwise provided herein) or settle creating a new class of Partners; (q) approving all federal and state income tax returns for the Partnership and authorizing the filing thereof; (r) causing the Partnership or the Subsidiaries to take any legal action of the actions described in Section 10.1(e); (s) entering into any joint venture with any Person; (t) creating, granting, extending or confess modifying any easements or other encumbrances on the Property; (u) determining whether and to what extent to restore or rebuild any of the improvements on the Property in the event of a judgment casualty or condemnation, unless such decision may be made by the Subsidiary that owns the applicable Hotel Property, or against the Venture or any Subsidiary other than any settlement or compromise Tenant that does not exceed $250,000 in payments from occupies such Hotel Property, pursuant to the Venture or any Subsidiaryterms of the applicable Management Agreement; (v) take any action substantial capital project which would make it impossible to carry on the primary purpose be classified as a “Major Lodge Building Expenditure” under any of the Venture, amend the purposes of the Venture set forth in this Agreement or change the zoning of any Property or the primary use of any Property from senior housingHotel Management Agreements; (w) establishseeking approval from the applicable governmental authority of a variance from or change in the zoning classification of a Hotel Property; (x) issuing press releases or other public communications regarding the Property, increase the Partnership or reduce reserve funds any of the Venture Subsidiaries or Tenants; (y) at any time that the GW Manager or any Subsidiary (other than Affiliate of GW LP is not managing any reserves of the Hotels, approving any budget for items contained in the Approved Business Plan and Budget then in effect or “springing” and other reserves required under any loan documents in respect finances of any permitted financing of any Property or any Subsidiary or any reserves established by the Managing Member pursuant to Section 11.03(b))such Hotel; and (xz) make prosecuting (including settling) any other insurance claim which is in excess of $250,000 or any eminent domain proceeding. If there shall at any time be a violation or an attempt to violate any of the provisions of this Section 6.4 and any rights hereby granted, then any Partner shall, in addition to all rights and remedies at law or in equity, be entitled to a decree or order restraining such violation; it being hereby expressly acknowledged and agreed that damages at law will be an inadequate remedy for a breach or violation of the provisions set forth in this Section 6.4. Notwithstanding the foregoing provisions of this Section 6.4, to the extent that, with respect to a particular Hotel Property, any action or decision whichrelating to any matter that is within the scope of the foregoing Major Decisions is specifically addressed by the terms of the Hotel Management Agreement for such Hotel Property and the GW Manager or another Affiliate of GW LP is the Hotel Manager for such Hotel Property, pursuant then the terms of such Hotel Management Agreement shall control with respect to such action or decision and CNL LP and GW LP will not have any approval rights under this Agreement, expressly requires “unanimous approval” or the “approval or consent of both Members”Section 6.4 with respect thereto.

Major Decisions. The “Notwithstanding the provisions of Section 6.2 (but without limitation of the right of General Partner to take any Necessary Actions), General Partner may not take or implement any Major Decision unless it is has been Approved unanimously by the Partners entitled to vote on Major Decisions”, with respect to . Major Decisions include the Venture or any Subsidiary, shall befollowing: (a) Except as otherwise expressly provided for in this Agreement, Transferring all or any part of (i) the Project Assets (other than immaterial transfers of personal property in the ordinary course of business to Persons other than Affiliates of any Partner) and/or (ii) the interests in any Project Entities. (b) Approving the Transfer of a Partnership Interest in violation of this Agreement. (c) Liquidating, dissolving, merging, consolidating, reorganizing, winding up or terminating the Company or any other Project Entity. (d) Amending, modifying or waiving any term of this Agreement, the Holdco LLC Agreement, the Company Certificate, the Holdco Certificate or the operating agreement, limited partnership agreement, certificate of formation, certificate of limited partnership or equivalent document of any other Project Entity. Notwithstanding the foregoing, General Partner shall have the right, without an Approved Major Decision, to make amendments to this Agreement in order to correct a clerical mistake or to change the name and/or address of the Company’s registered agent in the State of Delaware or the name and/or address of General Partner. (e) Subject to any applicable provisions in the Holdco LLC Agreement, causing any Project Entity to hire, as a direct employee, any individual. (f) Causing any Project Entity to (i) enter into any Debt Document (as borrower, lender, guarantor or indemnitor) other than in connection with the incurrence of Ordinary Course Debt (and General Partner shall have the right, without an Approved Major Decision, to cause any Project Entity to incur any Ordinary Course Debt) or (ii) enter into any amendment, modification or waiver of any term of any Debt Document (as borrower, lender, guarantor or indemnitor) for Debt that was Approved as a Major Decision. For the avoidance of doubt, the Company shall not incur any Debt nor be allowed to incur Ordinary Course Debt. (g) Approving any Proposed Annual Budget as provided for in Section 6.4. For avoidance of doubt, deemed Approvals provided for in Section 6.4 shall not require an additional Approved Major Decision under this Section 6.3. (h) Making any Capital Call other than a Permitted Capital Call. (i) Causing the Company or any other Project Entity to take a Non-Conforming Budget Action. (j) Causing any Project Entity to enter into any Major Lease or any Major Lease Material Modification other than pursuant to an Approved Major Lease Proposal as provided for in Section 6.5. For avoidance of doubt, deemed Approvals provided for in Section 6.5 shall not require an additional Approved Major Decision under this Section 6.3. (k) Approving a Proposed Annual Business Plan as provided for in Section 6.6. (l) Intentionally omitted. (m) Causing the Company or any other Project Entity to: (i) enter into any Major Decision Contract; (ii) amend, modify or waive any term of any Major Decision Contract in any material respect; or (iii) terminate any Major Decision Contract other than in response to a default (or alleged default) by the counterparty under such Major Decision Contract. (n) Causing the Company or any other Project Entity to (i) amend, modify, renew, extend, waive any term of or increase any fee, payment or compensation with respect to any existing Affiliate Agreement (provided that if any renewal or extension under an Affiliate Agreement is automatic, then such renewal or extension shall not require Approval as a Major Decision) or (ii) enter into any new Affiliate Agreement. Notwithstanding anything to the contrary provided for in this Agreement: (A) in the event of a default by the Partner (or Partner Related Party of a Partner) that is the counterparty under an Affiliate Agreement, any Non-Affiliated Partner entitled to vote on Major Decisions, acting alone (without the requirement of an Approved Major Decision), is fully and completely authorized and empowered to take any and all actions it reasonably deems necessary or appropriate (in the name of and on behalf of the Company or the applicable other Project Entity) in connection with the enforcement and defense of the rights and obligations of the Company or such other Project Entity with respect to such Affiliate Agreement, including exercising any right of the Company or such other Project Entity to terminate such Affiliate Agreement in accordance with the terms thereof; (B) any other amendment, modification, renewal, extension, waiver of any term of or increase in any fee, payment or other compensation with respect to any existing Affiliate Agreement shall require Approval of all Non-Affiliated Partners entitled to vote on Major Decisions but not of the Partner that is, or whose Affiliate is, a party to such Affiliate Agreement; and (C) General Partner shall have the right, without the Approval of the other Partners, to modify an Affiliate Agreement in order to change the name and/or address of the Company (or any other Project Entity) or of the counterparty to the Affiliate Agreement. For clarity, except with respect to matters described in this Section 6.3(n), the General Partner shall have the right to take any and all actions under an Affiliate Agreement as the General Partner reasonably deems to be necessary or appropriate. (o) Causing the Company or any other Project Entity to take a Voluntary Bankruptcy Action. (p) Except as otherwise expressly provided for in this Agreement, taking any affirmative action to admit a new Partner to the Company or a new partner, member or equity holder of any Project Entity. (q) Except as otherwise provided for in this Agreement (and expressly excluding any actions taken by the General Partner in connection with any tax certiorari Proceeding, which require an Approved Major Decision only as provided in Section 6.3(r)), causing the Company or any other Project Entity to (i) commence a Proceeding (or a series of related Proceedings that would, in the reasonable opinion of counsel for the Company, be subject to a motion for consolidation into a single Proceeding) with an amount in controversy in excess of the threshold amount for same in any Approved Annual Business Plan (and if an Approved Annual Business Plan does not provide for such threshold, then in excess of $1,000,000); (ii) settle a Proceeding (or a series of related Proceedings that would, in the reasonable opinion of counsel for the Company, be subject to a motion for consolidation into a single Proceeding) for an aggregate payment to or by the Company and/or any other Project Entity of an amount in excess of the threshold amount for same in any Approved Annual Business Plan (and if an Approved Annual Business Plan does not provide for such threshold, then in excess of $1,000,000); or (iii) settle any Proceeding (or a series of related Proceedings that would, in the reasonable opinion of counsel for the Company, be subject to a motion for consolidation into a single Proceeding) against a tenant under a Major Lease. (r) Settling the Company’s or any other Project Entity’s liability for taxes under any tax certiorari Proceeding for an amount in excess of the Impositions for the Project as provided for in the Approved Annual Business Plan (it being understood that Section 6.4(f)(v) shall not apply to such Impositions). (s) Causing any Project Entity to acquire any new assets other than in the ordinary course of business and as provided for in any Approved Annual Business Plan or other Approved Major Decision. (t) Causing any Project Entity to make any voluntary political or charitable contributions. (u) Subject to Section 12.5(c): (i) making an election to have the Company treated other than as a partnership for tax purposes; (ii) filing a petition in bankruptcy under IRS Code Section 6226; (iii) revoking the Holdco REIT Election; (iv) revoking the CTB Election; (v) revoking the TRS REIT Election; or reorganization (vi) filing an election under IRS Code Section 754. (v) Adopting or institute implementing an environmental remediation program if the General Partner reasonably estimates that the projected costs of such program exceed $200,000 or the actual or potential liability to be addressed by such program could reasonably be expected to exceed $200,000. (w) Initiating or settling any other type material insurance, casualty or condemnation claim or deciding, after a material casualty or condemnation with respect to any Building, whether or not to restore such Building (subject to the requirements of bankruptcyany Debt Document). (x) Appointing, reorganization replacing or insolvency proceeding terminating any engineer or environmental consultant with respect to any work or project which work or project requires an Approved Major Decision. (y) Making any material decisions or elections with respect to the Venture or any Subsidiary, consent to the institution of involuntary bankruptcy, reorganization or insolvency proceedings with respect to the Venture or any Subsidiary, cause the Venture or any Subsidiary to admit in writing its inability to pay its debts generally as they become due or cause the Venture or any Subsidiary to make a general assignment for the benefit of its creditors;Subdivision. omitted. (bz) cause Approving or establishing the Venture amount of any reserves, provided that Approval is deemed given for: (i) the Estimated 6 Month Working Capital Amount; (ii) any reserves required to be held pursuant to any Debt Document; and/or (iii) any other reserve expressly established by an Approved Annual Budget or any Subsidiary another Approved Major Decision. (aa) Taking an affirmative action or failing to take any action that would trigger liability under may result in any Guaranty or other recourse or personal liability change to the Formation Member Company Purposes or an Affiliate of the Formation Member; (c) admit additional using or substitute Members to the Venture except in accordance with the provisions of Article 9 or admit acquiring any additional partners or members (Project Asset for a purpose other than the Venture Company Purposes. (bb) Taking an affirmative action to make any material change to the types or amounts of insurance coverage maintained by the Company or any other Subsidiary) into any Subsidiary; Project Entity (d) merge or consolidate the Venture or any Subsidiary with any other Person or enter into any joint venture or similar relationship withsubject, or acquiring any interest inhowever, any corporation, limited liability company, partnership, association or other business organization by the Venture or any Subsidiary; (e) cause the Venture or any Subsidiary to enter into or terminate any Affiliate Agreement or any amendment or modification to an Affiliate Agreement or waive any material right under any Affiliate Agreement; (f) except as otherwise provided in Article 10, the direct or indirect sale or other disposition of all or any material portion of any Property, Subsidiary or any other material Venture Assets or the entering into any binding agreement to do so; (g) cause the Venture or any Subsidiary to acquire any additional Property or enter into any agreement to acquire any additional Property or any amendment or modification thereto or waive any material right thereunder; (h) approve or consummate any financing, refinancing or mortgaging of any Property or other material Venture Asset, or otherwise incur or modify or guaranty indebtedness of the Venture or any Subsidiary (including, without limitation, any mezzanine indebtedness), or place any encumbrance or title condition on any Property or other material Venture Asset (including the Venture’s ownership interests in any Subsidiary) or modifying any existing encumbrance or title condition; provided, that if (A) either the Managing Member or the Administrative Member (the “Refinancing Initiating Member”) has in good faith presented a refinancing proposal for any Property or other material Venture Asset for approval by the other Member, (B) such approval was not granted by the other Member after fifteen (15) days of good faith negotiations by the Members with respect to such proposal, and (C) the Refinancing Initiating Member determines in good faith that such refinancing is necessary to repay debt on such Property or material Venture Asset at the maturity date thereof, then the Refinancing Initiating Member shall be permitted to refinance such Property or material Venture Asset, as applicable, with any arm’s length refinancing on then-prevailing market terms within a six-month period ending on the maturity date of any then-existing financing relating to or affecting such Property or material Venture Asset, so long as such refinancing does not exceed in the aggregate the sum of (x) the aggregate outstanding principal amount of any then-existing financing relating to or affecting the Property or material Venture Asset, (y) all accrued and unpaid interest and all other amounts required to be paid in connection with the repayment in full of any then-existing financing relating to or affecting the Property or material Venture Asset, plus (z) all prepayment premiums, defeasance costs, legal fees and disbursements, title insurance costs, search charges, mortgage recording taxes and other closing costs incurred in connection with such refinancing (it being understood that any refinancing described in the proviso to this clause (h) shall not constitute a Major Decision); (i) subject to the provisions of Section 7.07, adopt each Approved Business Plan and Budget 6.4(f)(iv)). (including, without limitation, and cc) Taking an affirmative action to the extent applicable redeem any Partnership Interest. (dd) Making any distribution in kind to a particular Property, the establishment Partner. (ee) Forming any direct or modification indirect subsidiary of the leasing parameters Company or entry fees, monthly rates, discounts and concessions for residents with respect to such Property) or amend, modify or supplement the terms of the Approved Business Plan and Budget then in effect (provided, that the Approved Business Plan and Budget attached as Exhibit F hereto is hereby approved as the Approved Business Plan and Budget for the balance of the 2014 Fiscal Year) or the Approved Long Term Business Plan;any other Project Entity. (jff) determine whether to develop or redevelop, or undertake any development or redevelopment of, any Property other than as set forth in the Approved Business Plan and Budget or Approved Long Term Business Plan then in effect; (k) Taking an affirmative action with respect to any Operating Property, cause Project Entity other than the Venture or applicable Subsidiary to incur any operating or capital expenditures to the extent such expenditures would: (i) cause the aggregate expenditures for the applicable line item(s) (on Company that would constitute a year to date basis) to be exceeded by ten percent (10%) or more of the budgeted amount therefor or (ii) cause the aggregate operating expenditures or capital expenditures (as applicable) set forth in the Approved Business Plan and Budget applicable to such Property to be exceeded by five percent (5%) or more of the budgeted amount therefor (and, accordingly, any operating or capital expenditure that is within (i.e., less than) the maximum permitted variances set forth in both clause (i) and clause (ii) shall be deemed to be “in compliance with the Approved Business Plan and Budget” or satisfy words of similar import); provided, that (A) either Member may cause the Venture or any Subsidiary to incur Non-Discretionary Expenses without regard to any such limitations and the expenditure of such Non-Discretionary Expenses shall be deemed approved by the Members, (B) the Administrative Member shall be permitted to reasonably reallocate any realized cost savings Major Decision if taken with respect to any operating expenditure line item to the Company hereunder. (gg) Taking an affirmative action or making any other operating expenditure line item within the determination or decision for which an Approved Business Plan and Budget as it relates to any Property so long as there are demonstrated actual savings in the line item from which amounts are being reallocated and such reallocation does not violate the terms of any Loan or any management agreement with respect to such Property, and (C) the Administrative Member shall give notice Major Decision is expressly required pursuant to the Managing Member of the nature and amount of any such reallocation or Non-Discretionary Expenses promptly following the occurrence or incurrence thereof; (l) except as expressly provided in Section 5.02, make any call for Additional Capital Contributions; (m) except as expressly provided in Section 6.05 and Section 11.03, approve any distributions of Net Ordinary Cash Flow, Net Extraordinary Cash Flow or other Venture Assets; (n) invest or lend any available cash of the Venture or any Subsidiary (other than short term deposits or investments of available cash with financial institutions or in any “money market” type mutual fund or like account which may be invested by the Administrative Member in its reasonable judgment); (o) except as set forth in Section 7.13, enter into, amend, modify or supplement the terms of any Operating Lease or any management agreement with respect to any Property (and, for the avoidance of doubt, any unilateral rights of (i) with respect to any Property that is not an Operating Property, the third party tenant under the applicable net lease, and (ii) with respect to any Operating Property, the property manager under the applicable management agreement, in each case shall not be a Major Decision); (p) with respect to any Operating Property, cause any Subsidiary to enter into any lease other than (i) non-resident leases to the extent that such leases (A) are terminable without penalty on notice to the counterparty of ninety (90) days or less, and (B) provide for arms-length rent and are otherwise on market terms or (ii) resident agreements which are in compliance with the leasing parameters set forth in any Approved Business Plan and Budget; provided, that copies of all leases or agreements entered into by any Subsidiary shall be promptly provided to each Member upon execution of such lease or agreement; (q) liquidate or dissolve the Venture or any Subsidiary other than in accordance with the terms provisions of this Agreement; (r) amend the Certificate of Formation; (s) except as expressly contemplated by the Approved Business Plan and Budget then in effect, enter into any Contract, whether written or oral, which (i) is not cancelable by its terms on not more than sixty (60) days’ notice without premium, penalty or other charge or (ii) requires payments by or to the Venture or any Subsidiary in excess of $500,000 per annum; (t) except as expressly provided in this Agreement or the Approved Business Plan and Budget then in effect, amend, modify or terminate any insurance policy required to be maintained pursuant to this Agreement; (u) institute any legal action involving a claim for damages in excess of $250,000; or settle any legal action or confess a judgment by or against the Venture or any Subsidiary other than any settlement or compromise that does not exceed $250,000 in payments from the Venture or any Subsidiary; (v) take any action which would make it impossible to carry on the primary purpose of the Venture, amend the purposes of the Venture set forth in this Agreement or change the zoning of any Property or the primary use of any Property from senior housing; (w) establish, increase or reduce reserve funds of the Venture or any Subsidiary (other than any reserves for items contained in the Approved Business Plan and Budget then in effect or “springing” and other reserves required under any loan documents in respect of any permitted financing of any Property or any Subsidiary or any reserves established by the Managing Member pursuant to Section 11.03(b)); and (x) make any other decision which, pursuant to this Agreement, expressly requires “unanimous approval” or the “approval or consent of both Members”.