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N-2018-179
<br />LIMITED LIABILITY COMPANY AGREEMENT
<br />OF
<br />PR/WOOD SANTA ANA APARTMENTS, LLC
<br />THIS LIMITED LIABILITY COMPANY AGREEMENT is dated as of June 24,
<br />2015 (the "Effective Date"), by and between PR SANTA ANA INVESTOR LLC, a Delaware
<br />limited liability company (or its permitted successor or assign, "Investor"), and WOOD SANTA
<br />ANA, LLC, a Delaware limited liability company (or its permitted successor or assign,
<br />"Developer").
<br />INTRODUCTION
<br />A, Investor and Developer (collectively, the "Members" and individually a
<br />"Member") desire to form a Delaware limited liability company pursuant to the Delaware
<br />Limited Liability Company Act, as amended from time to time (the "Act"), to be named
<br />PR/Wood Santa Ana Apartments, LLC (the "Comnany"), for the limited purposes set forth in
<br />Section 2.6, including, without limitation, acquiring and developing that certain land, together
<br />with all easements, appurtenances, rights, privileges, reservations, tenements, and hereditaments
<br />belonging thereto (the "Land") located in Santa Ana, California, as more particularly described
<br />in Exhibit A attached hereto and made a part hereof,
<br />B, Investor and Developer intend that the Company will develop, construct, own,
<br />lease, manage and operate an apartment complex on the Land consisting of 182 units in a 4 -story
<br />podium building and associated facilities, that includes approximately 377 parking spaces in a
<br />podium garage (collectively, the "Improvements"). The Company will also own the personal
<br />property used on or in connection with the operation of the Land and Improvements and all right,
<br />title and interest of the Company in all leases, trade names and trademarks (subject to Section
<br />1519), intangible property, licenses, permits, security deposits, service contracts and books and
<br />records relating to the Land, the Improvements and personal property (the "Personal Property').
<br />The Land, the Improvements and the Personal Property are sometimes herein collectively referred
<br />to as the "Proper "
<br />C. The Members intend that the Company utilize certain services of Developer (or its
<br />Affiliate) in connection with the development and operation of the Property. As such,
<br />simultaneous with the execution of this Agreement, Investor, Developer (or its Affiliate) and the
<br />Company shall execute that certain Development Services Agreement of even date herewith (the
<br />"Development Agreement").
<br />D. In connection with the foregoing, the Members wish to prescribe the terms and
<br />conditions upon which the Company will be organized and operatod.
<br />NOW, THEREFORE, in consideration of and in reliance upon the covenants,
<br />representations and. warranties herein, and for other good and valuable consideration, the receipt
<br />1 5888546_6
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