270 Legal [Sample Agreements]

LIMITED LIABILITY COMPANY AGREEMENT
OF UDR TEXAS VENTURES LLC
THIS LIMITED LIABILITY COMPANY AGREEMENT OF UDR Texas Ventures LLC (this “Agreement”) is made and entered into as of November 5, 2007, by and between (i) UDR TX FUND LLC, a Delaware limited liability company (“Managing Member”) and (ii) FANNIE MAE, a corporation organized under the laws of the United States (“Fannie Mae”).

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Section 7.4 Business Plan. Managing Member shall prepare and formulate or cause to be prepared and formulated a proposed annual business plan for approval by the Members (the “Business Plan”). The proposed Business Plan for each Fiscal Year, or part of a Fiscal Year, when prepared by Managing Member and delivered to the Members for approval, shall include, to the extent applicable:

7.4.1 if applicable for that Fiscal Year, any Rehabilitation Plans, Rehabilitation Budgets and rehabilitation schedules;

7.4.2 a leasing and marketing plan and proforma which includes an outline of the terms under which space at all of the Properties shall be offered for lease, and a narrative description of any marketing and leasing activities proposed to be undertaken;

7.4.3 an insurance and risk management program listing the insurance coverage to be maintained by the Company or third parties for the benefit of the Company and the Members;

7.4.4 a monthly cash flow statement for the upcoming year and a narrative of the goals and objectives of the Property Managers for the Properties for the upcoming year together with a projection on a quarterly basis of the Net Cash Flow expected to be distributed to the Members during such Fiscal Year; and

7.4.5 such other schedules and plans as are necessary for the rehabilitation, marketing, leasing, operation, management, financing, refinancing, sale and other disposition of the Properties.

The proposed Business Plan shall be submitted to Fannie Mae for its approval not less than forty-five (45) days before the first day of the Fiscal Year covered by such Business Plan. During such forty-five (45) day period the Members shall cooperate with one another and endeavor in good faith to agree to the adoption of the Business Plan in a timely manner. The failure of the Members to agree upon a Business Plan in writing within the forty-five (45) day period shall be deemed to be disapproval of the proposed Business Plan. If the Members have not agreed upon a Business Plan before the commencement of a Fiscal Year, then, until a Business Plan is approved by the Members, Managing Member shall cause the Property to be developed and/or operated in accordance with the Business Plan most recently approved by the Members and shall pay any expenses which the Company is contractually obligated to pay pursuant to contracts which have been approved in accordance with the terms of this Agreement except that no new capital improvement project shall be deemed approved and undertaken except to the extent required by the terms of any Mortgage Loan.
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