Common use of Approval of Major Decisions Clause in Contracts

Approval of Major Decisions. Except for matters that the Property Manager may be specifically authorized to do pursuant to SECTION 3.01(b) above, no act shall be taken, sum expended, decision made or obligation incurred by the Company, the Management Committee, the Property Manager, or any Member with respect to any matter relating to the management or control of the Company and each of the major decisions enumerated below (the "MAJOR DECISIONS"), unless and until each such decision has been Approved by the Management Committee. The Major Decisions shall include: (i) Acquisition of any land or other real property or interest therein. (ii) Financing or refinancing of the Company assets, including without limitation, the financing of the acquisition of any property of the Company, interim and long-term financing or refinancing of the Project, and financing operations of the Company; provided, however, the Members hereby agree that when the present Aetna Loan (as extended by the Modification Documents) shall mature, they shall accept in replacement thereof a new mortgage loan in the maximum amount reasonably practicable having a due date not earlier than 10 years and bearing interest without any participation or accruals and otherwise at a market rate of interest and points (which shall not be in excess of the rate of interest and fees that would be charged on a loan with similar terms but in an amount equal to the then outstanding balance of the Aetna Loan) and on market terms and conditions. The Members hereby approve the Permanent Financing Guidelines attached hereto as EXHIBIT "D". (iii) Mortgaging or the placing or suffering of any encumbrance on any of the Property owned or operated by the Company, including the Improvements thereon; provided, however, that the Property may be mortgaged to secure a replacement loan described in clause (ii) above or a second mortgage not in excess of $500,000 (if permitted by the holder of the first mortgage). (iv) Approval of the form or forms of leases and adoption of the terms, conditions and standards (the "LEASE GUIDELINES") for the leasing of space within any of the Improvements owned or operated by the Company. The Property Manager shall be authorized to negotiate and execute, on behalf of the Company, leases of such space within the lease guidelines. (v) Execution of any lease or other arrangement involving the rental, use or occupancy of space in any of the Improvements owned or operated by the Company, if such lease or other arrangement provides for terms, conditions or standards more favorable to the lessee than those contained in the lease guidelines or otherwise materially varies from the approved lease guidelines or from the lease forms previously Approved by the Management Committee. Leases of space in the Building shall be effected by the Property Manager pursuant to a standard form of building lease which shall be Approved in advance by the Management Committee. The financial responsibility of each prospective tenant in the Building and such tenant's compatibility with the general use of the Building as contemplated herein, and any deviation in terms of the lease to any prospective tenant including, without limitation, terms as to base rental, tenants' standard improvements or otherwise, shall be Approved by the Management Committee. (vi) Termination or modification of any lease or other arrangement involving the rental, use or occupancy of space in any of the Improvements owned or operated by the Company, if such lease or other arrangement was required to be Approved by the Management Committee pursuant hereto or if such modification would result in a modified lease or other arrangement which would, if it were a new lease, be required to be Approved by the Management Committee pursuant hereto. (vii) Construction of any Improvements or the making of any capital improvements, repairs, alterations or changes in, to or of that portion of the Project owned or operated by the Company in an amount which exceeds the limitations in clause (xiii) below, except for such matters as may be expressly delegated in writing to the Property Manager by the Management Committee. As used in this clause (vii), the term "capital improvement" does not include any tenant improvements for any one tenant which do not exceed $45 per square foot (exclusive of improvements paid for by the tenant or amortized by payments made over the term of the lease). (viii) Selecting or varying depreciation and accounting methods and making other decisions with respect to treatment of various transactions for state or federal income tax purposes or other financial purposes. (ix) Approval of all construction and architectural contracts and all architectural plans, specifications, and drawings prior to the construction and/or alteration of improvements on the Property, and any modifications of such contracts, plans, specifications and drawings, except for such matters as may be expressly delegated in writing to the Property Manager by the Management Committee. (x) Varying or changing any portion of the insurance program set forth in the insurance schedule attached hereto as EXHIBIT "E". (xi) Determining whether distributions should be made to the Members, except as otherwise set forth in SECTIONS 2.06, 2.07 and 2.08 hereof. (xii) Approving the Operating Budget pursuant to SECTION 3.01(b)(iii) hereof. (xiii) Making any expenditure or incurring any obligation by or on behalf of the Company involving a sum in excess of $10,000 or involving a sum of less than $5,000 where the same relates to a component part of work, the combined cost of which in any one fiscal year exceeds $100,000, except for expenditures made and obligations incurred pursuant to and specifically set forth in an Operating Budget theretofore Approved by the Management Committee or expressly provided for in this Agreement. (xiv) Making any expenditure or incurring an obligation which when added to any other expenditure for the fiscal year of the Company exceeds the Operating Budget or any line item specified in the Operating Budget. (xv) Preparation and release of all promotional and advertising material relating to the Project or concerning the Company, including without limitation, press releases. (xvi) Selection or termination or removal of the Property Manager (as contemplated in SECTION 3.01(d) hereof). (xvii) Retention of counsel for the Company or institution of any legal action, except for such action as the Management Committee may in writing expressly authorize the Property Manager to institute; (xviii) Declaring the existence of a Capital Shortfall for purposes of SECTION 2.05; or (xix) Any other decision or action which by any provision of this Agreement is required to be Approved by the Management Committee or which is not contemplated by the foregoing clauses (i) through (xviii) and which materially affects the Company or the assets or operations thereof. Notwithstanding the foregoing, any sale or other disposition of all or substantially all of the assets of the Company shall require the written consent of Members holding at least 75% of the Percentage Interests in the Company.