Approval by Construction Consultant. ​ shall have received notification from the Construction Consultant that Completion of the Improvements has occurred and that all utilities necessary to service the Property have been connected and are in operation.

Shareholder Approval of Exchange. [[Organization B:Organization]] shall hold a special meeting of the shareholders of [[Organization B:Organization]] within 60 days of the date hereof, or at such other date that Broadridge Financial Solutions, Inc. recommends for timely processing of materials for the special meeting, at which [[Organization B:Organization]] shall present to its shareholders a proposal for approval of the Exchange. In the event the Exchange is not approved at such shareholder meeting, [[Organization B:Organization]] shall hold an additional shareholder meeting, within 90 days of the first such shareholder meeting, at which [[Organization B:Organization]] shall present to shareholders a proposal for approval of the Exchange. Until such time as the Exchange is approved by shareholders of [[Organization B:Organization]], [[Organization B:Organization]] shall continue to hold shareholder meetings, each held within 90 days of the prior shareholder meeting. In the event that the Exchange has not been approved by shareholders of [[Organization B:Organization]] within 60 days of the date hereof as a result of gross negligence by [[Organization B:Organization]] (the “Shareholder Approval Deadline”), then, in addition to any other rights [[Organization A:Organization]] may have hereunder or under applicable law, [[Organization B:Organization]] shall pay to [[Organization A:Organization]] on each 45-day anniversary of the Shareholder Approval Deadline (if such shareholder approval has not been obtained) until such shareholder approval has been obtained as partial liquidated damages and not as a penalty, equal to 1.0% of the aggregate Stated Value (as defined in the Certificate of Designations) of the Series L Preferred Shares for each month past the Shareholder Approval Deadline that the shareholder approval has not been obtained (pro-rated for any partial month in which such shareholder approval has not been obtained), provided, however, [[Organization B:Organization]] shall not pay to [[Organization A:Organization]] more than 12.0% of the aggregate Stated Value (as defined in the Certificates of Designations) of the Series L Preferred Shares pursuant to this Agreement.

Company shall submit to Bank any Program Marketing Communications designed or produced by a Company Party for prior review and approval solely as it relates to the use of Bank Marks and such Program Marketing Communications compliance with Bank Applicable Law and legal and regulatory compliance risk under Bank Applicable Law; provided, that the Parties may adopt reasonable procedures for pre-approval of materials used on a recurring basis, so long as such preapproved communications are not revised. Bank shall use commercially reasonable efforts to review such Program Marketing Communications and reply in writing to the Company Program Manager within ten (10) Business Days of receipt of any Program Marketing Communications by the Bank Program Manager as to whether such communications are approved or require changes as reasonably determined by Bank. Bank’s approval of any Program Marketing Communications pursuant to this [Section 3.2.1(a)(i)] shall not be unreasonably withheld or conditioned.

No Consent or Approval. Except as expressly provided in this Agreement (including the exhibits hereto), any Alternative E-Side Plan Document, any Alternative E-Side Restructuring Document, or the Bankruptcy Code, no consent or approval is required by any other person or entity in order for it to effectuate the transactions contemplated by, and perform the respective obligations under, this Agreement.

Approval by the Board. Notwithstanding the foregoing, the Advisor may not take any action on behalf of the Company (or its Subsidiaries) without the prior approval of the Board or duly authorized committees thereof if the Charter or Maryland General Corporation Law require the prior approval of the Board (or if the governing documents or governing law applicable to any Subsidiary require the prior approval of the governing body of such Subsidiary). If the Board or a committee of the Board must approve a proposed investment, financing or disposition or chooses to do so, the Advisor will deliver to the Board or committee, as applicable, all documents required by it to evaluate such investment, financing or disposition.

Substitute Awards. To the extent permitted by applicable law, any Shares issued by the Company as Substitute Awards shall not reduce the Shares available for Awards under the Plan.

Equity Awards. The Market Capital Milestones set forth in [Exhibit A] to the Agreement, and the Stock Compensation set forth in [Exhibit B] to the Agreement as the same relate to annual awards based on 50% of the Executive’s base salary, are deleted in their entirety. The Financial Milestones set forth in [Exhibit A] shall remain in full force and effect. The parties agree and acknowledge that, as a result of the foregoing, the equity compensation owed, owing or to be issued to the Executive as a result of the achievement of the Market Capitalization Milestones, or annual awards based on 50% of the Executive’s base salary, are void, and shall terminate and be of no force and effect.

Replacement Awards. Subject to Applicable Laws (including any associated stockholder approval requirements), the Committee may, in its sole discretion and upon such terms as it deems appropriate, require as a condition of the grant of an Award to a Participant that the Participant surrender for cancellation some or all of the Awards that have previously been granted to the Participant under this Plan or otherwise. An Award that is conditioned upon such surrender may or may not be the same type of Award, may cover the same (or a lesser or greater) number of Shares as such surrendered Award, may have other terms that are determined without regard to the terms or conditions of such surrendered Award, and may contain any other terms that the Committee deems appropriate. In the case of Options, these other terms may not include an exercise price that is lower than the exercise price of the surrendered Option unless the Company’s stockholders approve the Option grant itself or the program under which the Option grant is made pursuant to the Plan.

Substitute Awards. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit set forth in Section 4(a), except as may be required by reason of [Section 422] and related provisions of the Code.

Substitute Awards. Notwithstanding the foregoing provisions of this Article 5 to the contrary, in the case of an Option that is a Substitute Award, the price per Share of the Shares subject to such Option may be less than the Fair Market Value per share on the date of grant; provided, however, that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Sections 424 and 409A of the Code.