Common use of Limitations on Authority of the Manager Clause in Contracts

Limitations on Authority of the Manager. Notwithstanding anything to the contrary in this Agreement (including, but not limited to, Section 5.3 hereof), without the prior written consent of Rhove, the Manager shall not have the right, power or authority to, and covenants and agrees that he, she or it, on behalf of the Company or any subsidiary of the Company, shall not: 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065 (a) Sell, transfer, pledge, hypothecate, or grant a mortgage on or security interest in, all or any part of the Property, other than personal property of the Company sold and replaced in the ordinary course of business; (b) Enter into any lease or other agreement for the use or occupancy of the Property other than residential and commercial leases with arms-length counterparties on market terms, as determined in Manager’s reasonable discretion, each entered into in the ordinary course of business; (c) Obtain or refinance any loan or other financing or refinancing which is secured by the Property (provided that the Members acknowledge and approve of the existing loan with Greenstate Credit Union); (d) Borrow any sums on behalf of the Company which, individually or in the aggregate, are in excess of $62,000, except as authorized in the Approved Budget; (e) Approve of the Business Plan, Proposed Budget, any modifications and deviations from any Business Plan and any modifications and deviations from any Approved Budget (other than, with respect to the Approved Budget, a deviation in an amount which does not exceed the applicable amount set forth in clause (f) below); (f) A decision to exceed or deviate from the schedule of expenditures in an Approved Budget, other than Emergency Expenditures, expenditures for Non-Discretionary Expenses and expenditures that are Permitted Deviations; (g) Institute any litigation or pursue any claims or remedies on behalf of the Company, other than with respect to: (i) disputes encountered in the course of the day-to-day operation of the Property where the amount in dispute, in the aggregate, does not exceed $62,000; (ii) claims on or for insurance coverage which, individually or in the aggregate, do not exceed $62,000; or (iii) delivering notices of default, applying security deposits and commencing enforcement proceedings in the ordinary course of business for the Company in connection with the leasing of space at the Property; (h) Enter into any dispute, settlement, consent decree, stipulated court order or other resolution on behalf of the Company with any third party or any governmental or regulatory agency where the amount in dispute, in the aggregate, exceeds $62,000; (i) Acquire any additional land or any other real property or development rights other than the Property; (j) Demolish or abandon any material portion of the Property or materially alter the Property; (k) Admit any additional or substituted members to the Company, except as provided for in this Agreement; (l) Call for Additional Capital Contributions; 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065 (m) Enter into, amend, modify, terminate or suspend any agreement between the Company and any Member, the Manager, or their respective Affiliates, except as contemplated in the Approved Budget; (n) amend this Agreement, except to the extent expressly permitted herein; (o) Institute any merger or consolidation of the Company; (p) cause the Company to commence bankruptcy, receivership or any other insolvency proceedings; or (q) dissolve the Company.

Limitations on Authority of the Manager. Notwithstanding anything to the contrary in this Agreement (including, but not limited to, Section 5.3 hereof), without the prior written consent of Rhoveall the Members, the Manager shall not have the right, power or authority to, and covenants and agrees that he, she or it, on behalf of the Company or any subsidiary of the Company, shall not: 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065: (a) Sell, transfer, pledge, hypothecate, or grant a mortgage on or security interest in, all or any part of the PropertyProject, other than personal property of the Company sold and replaced in the ordinary course of business; (b) Enter into any lease or other agreement for the use or occupancy of the Property Project other than residential leases and commercial leases with arms-length counterparties on market terms, as determined in Manager’s reasonable discretion, each entered into in the ordinary course of business; (c) Obtain or refinance any loan or other financing or refinancing which is secured by the Property Project (provided that the Members acknowledge and approve of the existing loan with Greenstate Credit UnionKeyBank, National Association); (d) Borrow any sums on behalf of the Company which, individually or in the aggregate, are in excess of $62,0001,000,000, except as authorized in the Approved BudgetBudget (provided that the Members acknowledge and approve of the existing loan with KeyBank, National Association); (e) Approve of the Business Plan, Proposed Budget, any modifications and deviations from any Business Plan and any modifications and deviations from any Approved Budget (other than, with respect to the Approved Budget, a deviation in an amount which does not exceed the applicable amount set forth in clause (f) below); (f) A decision to exceed or deviate from the schedule of expenditures in an Approved Budget, other than Emergency Expenditures, expenditures for Non-Discretionary Expenses and expenditures that are Permitted Deviations; (g) Institute any litigation or pursue any claims or remedies on behalf of the Company, other than with respect to: (i) disputes encountered in the course of the day-to-day operation of the Property Project where the amount in dispute, in the aggregate, does not exceed $62,000250,000; (ii) claims on or for insurance coverage which, individually or in the aggregate, do not exceed $62,000250,000; or (iii) delivering notices of default, applying security deposits and commencing enforcement proceedings in the ordinary course of business for the Company in connection with the leasing of space at the PropertyProject; (h) Enter into any dispute, settlement, consent decree, stipulated court order or other resolution on behalf of the Company with any third party or any governmental or regulatory agency where the amount in dispute, in the aggregate, exceeds the $62,000250,000; (i) Acquire any additional land or any other real property or development rights other than the PropertyProject; (j) Demolish or abandon any material portion of the Property Project or materially alter the PropertyProject; (k) Admit any additional or substituted members to the Company, except as provided for in this Agreement; (l) Call for Additional Capital Contributions; 112776\000004\4811-8359-3203v4 Doc ID: c91f21627f893d8e0c88f012967bb67addc1b065; (m) Enter into, amend, modify, terminate or suspend any agreement between the Company and any Member, the Manager, or their respective Affiliates, except as contemplated in the Approved Budget; (n) amend this Agreement, except to the extent expressly permitted herein; (o) Institute any merger or consolidation of the Company; (p) cause the Company to commence bankruptcy, receivership or any other insolvency proceedings; or (q) dissolve the Company.