Common use of Other Matters Concerning the Managing Member Clause in Contracts

Other Matters Concerning the Managing Member. (a) The Managing Member upon good faith may rely, and will be protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report or other document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the Managing Member reasonably believes to be within such Person’s professional expertise will be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (c) The Managing Member will have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any attorney or attorneys-in-fact duly appointed by the Managing Member. Each such attorney will, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any act and duty that is permitted or required to be done by the Managing Member hereunder. (d) Notwithstanding any other provision of this Agreement or the Act, any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, undertaken in the good faith belief that such action or omission is necessary or advisable in order to protect the ability of Clipper to continue to qualify as a REIT or the Company to be taxed as a partnership, is expressly authorized under this Agreement and is deemed approved by all of the Members.

Other Matters Concerning the Managing Member. (a) A. The Managing Member upon good faith may rely, rely and will shall be protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the Managing Member reasonably believes to be within such Person’s 's professional expertise will or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (c) C. The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any a duly appointed attorney or attorneys-in-fact duly appointed by the Managing Memberfact. Each such attorney willshall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any all and every act and duty that is permitted or required to be done by the Managing Member hereunder. (d) D. Notwithstanding any other provision provisions of this Agreement or the Act, any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, Company undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of Clipper the Managing Member to continue to qualify as a REIT, (ii) for the Managing Member otherwise to satisfy the REIT Requirements or (iii) to allow the Company Managing Member to be taxed as a partnershipavoid incurring any liability for taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Non- Managing Members.

Other Matters Concerning the Managing Member. (a) A. The Managing Member upon good faith may rely, rely and will shall be protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the Managing Member reasonably believes to be within such Person’s professional expertise will or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (c) C. The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any a duly appointed attorney or attorneys-in-fact duly appointed by the Managing Memberfact. Each such attorney willshall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any all and every act and duty that is permitted or required to be done by the Managing Member hereunder. (d) D. Notwithstanding any other provision provisions of this Agreement or the Act, any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, Company undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of Clipper HCP to continue to qualify as a REIT, (ii) for HCP otherwise to satisfy the REIT Requirements or the Company (iii) to be taxed as a partnershipallow HCP to avoid incurring any liability for taxes under Code Section 857 or Code Section 4981, is expressly authorized under this Agreement and is deemed approved by all of the Non-Managing Members. If in the opinion of the Managing Member any such action or omission shall adversely affect the rights of a Non-Managing Member hereunder, the Managing Member shall give the Non-Managing Member Representative prior written notice of such intended action or omission.

Other Matters Concerning the Managing Member. (a) A. The Managing Member upon good faith may rely, rely and will shall be protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the Managing Member reasonably believes to be within such Personthe Managing Member’s professional expertise will or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (c) C. The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any a duly appointed attorney or attorneys-in-fact duly appointed by the Managing Memberfact. Each such attorney willshall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any all and every act and duty that is permitted or required to be done by the Managing Member hereunder. (d) D. Notwithstanding any other provision provisions of this Agreement or the Act, any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, Company undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of Clipper any REIT Member or any Affiliate thereof to continue to qualify as a REIT, (ii) for any REIT Member or any Affiliate thereof otherwise to satisfy the Company REIT Requirements or (iii) to be taxed as a partnershipallow any REIT Member or any Affiliate thereof to avoid incurring any liability for taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Non-Managing Members. If in the opinion of the Managing Member any such action or omission shall adversely affect the rights of a Non-Managing Member hereunder, the Managing Member shall give such affected Non-Managing Member notice of such intended action or omission.

Other Matters Concerning the Managing Member. (a) The Managing Member upon good faith and any other Indemnitee may rely, rely and will shall be protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) The Managing Member and any Indemnitee may consult with rely upon the records of the Company and upon any information, report, statement, advice or opinion presented by another managing member of the Company, an officer or employee of the Company or the Managing Member, committees of the Company or the Managing Member, Members, or by any other Person as to matters the Managing Member or any Indemnitee reasonably believes are within such other Person’s professional or expert competence, including, legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in good faith reliance upon the any information, report, statement, advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the Managing Member reasonably or such Indemnitee believes to be within such Person’s professional expertise will or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such information, report, statement, advice or opinion. (c) The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and or any duly appointed attorney or attorneys-in-fact duly appointed by the Managing Memberfact. Each such officer or attorney willshall, to the extent provided by the Managing Member in the power of attorneyMember, have full power and authority to do and perform any each and every act and duty that is permitted or required to be done by the Managing Member hereunder. (d) . Notwithstanding anything set forth herein or in any other provision of this Agreement previous delegation to an officer or the Act, any action agent of the Managing Member on behalf of or the Company or any decision of Company, all powers granted to the Managing Member under this Agreement are hereby specifically delegated to refrain from acting on behalf and retained by the Managing Member and shall not be, and are not, delegated to any officer or agent of the Company, undertaken in the good faith belief that such action any Group Member, or omission is necessary any Affiliate or advisable in order to protect the ability of Clipper to continue to qualify as a REIT or the Company to be taxed as a partnership, is expressly authorized under this Agreement and is deemed approved by all of the MembersSubsidiary thereof.

Other Matters Concerning the Managing Member. (a) A. The Managing Member upon good faith may rely, rely and will shall be protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) B. The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the which such Managing Member reasonably believes to be within such Person’s professional expertise will or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (c) C. The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any a duly appointed attorney or attorneys-in-fact duly appointed by the Managing Memberfact. Each such attorney willshall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any all and every act and duty that which is permitted or required to be done by the Managing Member hereunder. (d) D. Notwithstanding any other provision provisions of this Agreement or any non-mandatory provision of the Act, (i) the Company shall be operated in such a manner that will enable the REIT Manager, for so long as the REIT Manager has determined to qualify as a REIT, to continue to qualify as a REIT, and (ii) any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, undertaken in the good faith belief that such action or omission is necessary or advisable in order to protect the ability of Clipper the REIT Manager, for so long as the REIT Manager has determined to qualify as a REIT, to (a) continue to qualify as a REIT or (b) avoid the Company to be taxed as a partnershipManaging Member incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the MembersAgreement.

Other Matters Concerning the Managing Member. (a) A. The Managing Member upon good faith may rely, rely and will shall be protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture, or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) B. The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the which such Managing Member reasonably believes to be within such Person’s professional expertise will or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (c) C. The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any a duly appointed attorney or attorneys-in-fact duly appointed by the Managing Memberfact. Each such attorney willshall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any all and every act and duty that which is permitted or required to be done by the Managing Member hereunder. (d) D. Notwithstanding any other provision provisions of this Agreement or any non-mandatory provision of the Act, (i) the Company shall be operated in such a manner that will enable the managing member of the Managing Member, for so long as the managing member of the Managing Member has determined to qualify as a REIT, to continue to qualify as a REIT, and (ii) any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, undertaken in the good faith belief that such action or omission is necessary or advisable in order to protect the ability of Clipper the managing member of the Managing Member, for so long as the managing member of the Managing Member has determined to qualify as a REIT, to (x) continue to qualify as a REIT or (y) avoid the Company to be taxed as a partnershipmanaging member of the Managing Member incurring any taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the MembersAgreement.

Other Matters Concerning the Managing Member. (a) A. The Managing Member upon good faith may rely, rely and will shall be protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the Managing Member reasonably believes to be within such Person’s 's professional expertise will or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (c) C. The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any a duly appointed attorney or attorneys-in-fact duly appointed by the Managing Memberfact. Each such attorney willshall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any all and every act and duty that is permitted or required to be done by the Managing Member hereunder. (d) D. Notwithstanding any other provision provisions of this Agreement or the Act, any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, Company undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of Clipper the Managing Member to continue to qualify as a REIT, (ii) for the Managing Member otherwise to satisfy the REIT Requirements or (iii) to allow the Company Managing Member to be taxed as a partnershipavoid incurring any liability for taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Non- Managing Members. E. In connection with any pledge by a Non-Managing Member of its LLC Units to a lending institution pursuant to Section 11.3 hereof, the Managing Member agrees to cooperate in providing to the Non-Managing Member the following documents as may reasonably be requested by the lending institution from time to time and upon ten (10) days prior notice from the requesting Non-Managing Member: (i) a certificate from the Managing Member certifying that as of a specific date there have been no amendments to its organizational documents or this Agreement; (ii) certified copies of the Certificate and the organizational documents of the Managing Member; (iii) good standing certificates for the Managing Member and the Company; (iv) a letter from the Managing Member acknowledging the pledge by the Non-Managing Member of its LLC Units; and (v) an opinion of counsel regarding the transferability of the REIT Shares into which the LLC Units may be exchanged. The Non-Managing Member requesting any of the foregoing shall pay the reasonable expenses incurred by the Company and the Managing Member in providing any of the foregoing.

Other Matters Concerning the Managing Member. (a) The Managing Member upon good faith may rely, rely and will shall be protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. (b) The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion (including an Opinion of Counsel) of such Persons as to matters that the Managing Member reasonably believes to be within such Person’s 's professional expertise will or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion.. HEP LOGISTICS GP, L.L.C. FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (c) The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any officers, a duly appointed attorney or attorneys-in-fact or the duly appointed by authorized officers of the Managing Member. Each such attorney will, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any act and duty that is permitted or required to be done by the Managing Member hereunderCompany. (d) Notwithstanding any other provision Any standard of care and duty imposed by this Agreement or under the Act, any action of the Managing Member on behalf of the Company Delaware LLC Act or any decision of applicable law, rule or regulation shall be modified, waived or limited, to the extent permitted by law, as required to permit the Managing Member to refrain from acting on behalf act under this Agreement or any other agreement contemplated by this Agreement and to make any decision pursuant to the authority prescribed in this Agreement, so long as such action is reasonably believed by the Managing Member to be in, or not inconsistent with, the best interests of the Company, undertaken in the good faith belief that such action or omission is necessary or advisable in order to protect the ability of Clipper to continue to qualify as a REIT or the Company to be taxed as a partnership, is expressly authorized under this Agreement and is deemed approved by all of the Members.

Other Matters Concerning the Managing Member. (a) A. The Managing Member upon good faith and the Non-Managing Member Representative may rely, rely and will shall be protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The Managing Member and the Non-Managing Member Representative may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the Managing Member reasonably believes to be within such Person’s professional expertise will or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (c) C. The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any a duly appointed attorney or attorneys-in-fact duly appointed by the Managing Memberfact. Each such attorney willshall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any all and every act and duty that is permitted or required to be done by the Managing Member hereunder. (d) D. Notwithstanding any other provision provisions of this Agreement or the Act, any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, Company undertaken in the good faith belief belief, after consultation with outside counsel to the Managing Member, that such action or omission is necessary or advisable in order (i) to protect the ability of Clipper the Managing Member to continue to qualify as a REIT, (ii) for the Managing Member otherwise to satisfy the REIT Requirements or (iii) to allow the Company Managing Member to be taxed as a partnershipavoid incurring any liability for taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Non-Managing Members.; provided, however, if in the opinion of the Managing Member any such action or omission will adversely affect the rights of a Non-Managing Member hereunder, the Managing Member shall give the Non-Managing Member Representative notice of such intended action or omission; provided, further, however, that if any action or omission proposed to be taken by the Managing Member to avoid the consequences referred to in clauses (i), (ii) or (iii) of this Section 7.9.D would have a detrimental effect on the distributions and allocations to the Non-Managing Member pursuant to Articles 5, 6 or 13 or would impair the obligation of the Company to make Make-Whole Payments pursuant to Section 7.3.E, 7.3.F or 7.3.G, the obligation of the Managing Member to make the Make-Whole Payment as provided in the last sentence of Section 7.3G, the obligation of the Company to comply with Section 7.3.J, the obligation of the Managing Member to make contributions as provided in Section 4.4.B, or alter or modify the restrictions on the Transfer of a Managing Member’s interest in the Company under Section 11.2.A, , the Managing Member shall not take such action or omission unless it has received an opinion of a nationally recognized law firm specializing in the law regarding taxation of REITs, selected by the Managing Member, addressed to the Non-Managing Members that the failure to take such action or omission poses a material risk of the occurrence of the consequences referred to in clauses (i), (ii) or (iii) of this Section 7.9.D.

Other Matters Concerning the Managing Member. (a) A. The Managing Member upon good faith may rely, rely and will shall be protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the Managing Member reasonably believes to be within such Person’s 's professional expertise will or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (c) C. The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any a duly appointed attorney or attorneys-in-fact duly appointed by the Managing Memberfact. Each such attorney willshall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any all and every act and duty that is permitted or required to be done by the Managing Member hereunder. (d) D. Notwithstanding any other provision provisions of this Agreement or the Act, any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, Company undertaken in the good faith belief that such action or omission is necessary or advisable in order to protect the ability of Clipper to continue to qualify as a REIT or the Company to be taxed as a partnership, is expressly authorized under this Agreement and is deemed approved by all of the Members.that

Other Matters Concerning the Managing Member. (a) A. The Managing Member upon good faith may rely, and will be protected rely in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture or other paper or document reasonably believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in good faith reliance upon the opinion of such Persons as to matters that the Managing Member reasonably believes to be within such Person’s 's professional expertise will or expert competence and who has been selected with reasonable care by or on behalf of the Company shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (c) C. The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any a duly appointed attorney or attorneys-in-fact duly appointed by the Managing Memberfact. Each such attorney willshall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any all and every act and duty that is permitted or required to be done by the Managing Member hereunder. (d) Notwithstanding any other provision of D. Nothing contained in this Agreement or the Act, any action of Section shall relieve the Managing Member on behalf from any liability for any breach of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, undertaken in the good faith belief that such action or omission is necessary or advisable in order to protect the ability of Clipper to continue to qualify as a REIT or the Company to be taxed as a partnership, is expressly authorized under this Agreement and is deemed approved by all of the Membersprovision herein.

Other Matters Concerning the Managing Member. (a) A. The Managing Member upon good faith may rely, rely and will shall be protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the Managing Member reasonably believes to be within such Person’s professional expertise will or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (c) C. The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any a duly appointed attorney or attorneys-in-fact duly appointed by the Managing Memberfact. Each such attorney willshall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any all and every act and duty that is permitted or required to be done by the Managing Member hereunder. (d) D. Notwithstanding any other provision provisions of this Agreement or the Act, any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, Company undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of Clipper the Managing Member to continue to qualify as a REIT, (ii) for the Managing Member otherwise to satisfy the REIT Requirements or (iii) to allow the Company Managing Member to be taxed as a partnershipavoid incurring any liability for taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Non-Managing Members. If in the opinion of the Managing Member any such action or omission shall adversely affect the rights of a Non-Managing Member hereunder, the Managing Member shall give the Non-Managing Member Representative notice of such intended action or omission.

Other Matters Concerning the Managing Member. (a) A. The Managing Member upon good faith may rely, rely and will shall be protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the Managing Member reasonably believes to be within such Person’s 's professional expertise will or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (c) C. The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any a duly appointed attorney or attorneys-in-fact duly appointed by the Managing Memberfact. Each such attorney willshall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any all and every act and duty that is permitted or required to be done by the Managing Member hereunder. (d) D. Notwithstanding any other provision provisions of this Agreement or the Act, any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, Company undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of Clipper the Managing Member to continue to qualify as a REIT, (ii) for the Managing Member otherwise to satisfy the REIT Requirements or (iii) to allow the Company Managing Member to be taxed as a partnershipavoid incurring any liability for taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the MembersNon-Managing Member.

Other Matters Concerning the Managing Member. (a) A. The Managing Member upon good faith may rely, rely and will shall be protected in acting acting, or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture, or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the which such Managing Member reasonably believes to be within such Person’s 's professional expertise will or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (c) C. The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any attorney or duly appointed attorneys-in-fact duly appointed by the Managing Memberfact. Each such attorney willshall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any all and every act and duty that which is permitted or required to be done by the Managing Member hereunder; provided that the Managing Member may revoke any such appointment or power of attorney at any time for any reason, effective immediately upon notice to the Company of notice of any such revocation. (d) Notwithstanding any other provision of this Agreement or the ActD. Except as set forth in Section 7.2.B.11, any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of Clipper the US REIT or Reckson to continue to qualify as a REIT; or (ii) to avoid the US REIT or Reckson incurring any taxes under Section 857 or Section 4981 of the Company to be taxed as a partnershipCode, is expressly authorized under this Agreement and is deemed approved by all of the Non-Managing Members.

Other Matters Concerning the Managing Member. (a) A. The Managing Member upon good faith may rely, rely and will shall be protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the Managing Member reasonably believes to be within such Person’s 's professional expertise will or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (c) C. The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any a duly appointed attorney or attorneys-in-fact duly appointed by the Managing Memberfact. Each such attorney willshall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any all and every act and duty that is permitted or required to be done by the Managing Member hereunder. (d) D. Notwithstanding any other provision provisions of this Agreement or the Act, any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, Company undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of Clipper the Managing Member to continue to qualify as a REIT, (ii) for the Managing Member otherwise to satisfy the REIT Requirements or (iii) to allow the Company Managing Member to be taxed as a partnershipavoid incurring any liability for taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Non-Managing Members.

Other Matters Concerning the Managing Member. (a) A. The Managing Member upon good faith may rely, rely and will shall be protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the Managing Member reasonably believes to be within such Person’s 's professional expertise will or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (c) C. The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any a duly appointed attorney or attorneys-in-fact duly appointed by the Managing Memberfact. Each such attorney willshall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any all and every act and duty that is permitted or required to be done by the Managing Member hereunder. (d) D. Notwithstanding any other provision provisions of this Agreement or the Act, any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, Company undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of Clipper the Managing Member to continue to qualify as a REIT, (ii) for the Managing Member otherwise to satisfy the REIT Requirements or (iii) to allow the Company Managing Member to be taxed as a partnershipavoid incurring any liability for taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all the Non-Managing Member. E. In connection with any pledge by Non-Managing Member of its LLC Units to a lending institution pursuant to Section 11.3 hereof, the Managing Member agrees to cooperate in providing to the Non-Managing Member the following documents as may reasonably be requested by the lending institution from time to time and upon ten (10) days prior notice from the requesting Non-Managing Member: (i) a certificate from the Managing Member certifying that as of a specific date there have been no amendments to its organizational documents or this Agreement; (ii) certified copies of the MembersCertificate and the organizational documents of the Managing Member; (iii) good standing certificates for the Managing Member and the Company; (iv) a letter from the Managing Member acknowledging the pledge by the Non-Managing Member of its LLC Units; and (v) an opinion of counsel regarding the transferability of the REIT Shares into which the LLC Units may be exchanged. The Non-Managing Member requesting any of the foregoing shall pay the reasonable expenses incurred by the Company and the Managing Member in providing any of the foregoing.

Other Matters Concerning the Managing Member. (a) A. The Managing Member upon good faith may rely, rely and will shall be protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the Managing Member reasonably believes to be within such Person’s 's professional expertise will or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (c) C. The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any a duly appointed attorney or attorneys-in-fact duly appointed by the Managing Memberfact. Each such attorney willshall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any all and every act and duty that is permitted or required to be done by the Managing Member hereunder. (d) D. Notwithstanding any other provision provisions of this Agreement or the Act, any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, Company undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of Clipper the Managing Member to continue to qualify as a REIT, (ii) for the Managing Member otherwise to satisfy the REIT Requirements or (iii) to allow the Company Managing Member to be taxed as a partnershipavoid incurring any liability for taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Non- Managing Members. E. In connection with any pledge by a Non-Managing Member of its LLC Units to a lending institution pursuant to Section 11.3 hereof, the Managing Member agrees to cooperate in providing to the Non-Managing Member the following documents as may reasonably be requested by the lending institution from time to time and upon ten (10) days prior notice from the requesting Non-Managing Member: (i) a certificate from the Managing Member certifying that as of a specific date there have been no amendments to its organizational documents or this Agreement; (ii) certified copies of the Certificate and the organizational documents of the Managing Member; (iii) good standing certificates for the Managing Member and the Company; and (iv) a letter from the Managing Member acknowledging the pledge by the Non-Managing Member of its LLC Units. The Non-Managing Member requesting any of the foregoing shall pay the reasonable expenses incurred by the Company and the Managing Member in providing any of the foregoing. F. Until such time as the Non-Managing Members have Exchanged all of their LLC Units, the Managing Member and any Substitute Managing Member will at all times maintain a minimum Net Worth equal to ten (10) times the value of the LLC Units ($1.00 per LLC Unit) held by the Non-Managing Members from time to time. If the Managing Member and any Substitute Managing Member at any time fail to maintain such minimum Net Worth, the Non-Managing Members shall have the right at any time thereafter to Exchange all or any portion of their LLC Units.

Other Matters Concerning the Managing Member. (a) A. The Managing Member upon good faith may rely, rely and will shall be protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the Managing Member reasonably believes to be within such Person’s professional expertise will or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (c) C. The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any a duly appointed attorney or attorneys-in-fact duly appointed by the Managing Memberfact. Each such attorney willshall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any all and every act and duty that is permitted or required to be done by the Managing Member hereunder. (d) D. Notwithstanding any other provision provisions of this Agreement or the Act, any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, Company undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of Clipper the Managing Member to continue to qualify as a REIT, (ii) for the Managing Member otherwise to satisfy the REIT Requirements or (iii) to allow the Company Managing Member to be taxed as a partnershipavoid incurring any liability for taxes under Section 857 or Section 4981 of the Code, is expressly authorized under this Agreement and is deemed approved by all of the Non-Managing Members.

Other Matters Concerning the Managing Member. (a) A. The Managing Member upon good faith may rely, rely and will shall be protected in acting or refraining from acting, acting upon any resolution, certificate, statement, instrument, opinion, report report, notice, request, consent, order, bond, debenture or other paper or document believed by it in good faith to be genuine and to have been signed or presented by the proper party or parties. (b) B. The Managing Member may consult with legal counsel, accountants, appraisers, management consultants, investment bankers bankers, architects, engineers, environmental consultants and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the opinion of such Persons as to matters that the Managing Member reasonably believes to be within such Person’s professional expertise will or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such opinion. (c) C. The Managing Member will shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers and any a duly appointed attorney or attorneys-in-fact duly appointed by the Managing Memberfact. Each such attorney willshall, to the extent provided by the Managing Member in the power of attorney, have full power and authority to do and perform any all and every act and duty that is permitted or required to be done by the Managing Member hereunder. (d) D. Notwithstanding any other provision provisions of this Agreement or the Act, any action of the Managing Member on behalf of the Company or any decision of the Managing Member to refrain from acting on behalf of the Company, Company undertaken in the good faith belief that such action or omission is necessary or advisable in order (i) to protect the ability of Clipper the Managing Member to continue to qualify as a REIT, (ii) for the Managing Member otherwise to satisfy the REIT Requirements or (iii) to allow the Company Managing Member to be taxed as a partnershipavoid incurring any liability for taxes under Code Section 857 or Code Section 4981, is expressly authorized under this Agreement and is deemed approved by all of the Non-Managing Members. If in the opinion of the Managing Member any such action or omission shall adversely affect the rights of a Non-Managing Member hereunder, the Managing Member shall give the Non-Managing Member Representative prior written notice of such intended action or omission.