Page 40 - New Empire Affinitas Life Senior Housing Division

a) Notwithstanding any other provision of this Agreement, neither the Manager, nor any Member,
shall cause or commit the Company to do any of the following unless the same is approved by the
unanimous consent of all of the Managers of the Company:

i. sell or otherwise dispose of any Company property, real or personal, other than in the
ordinary course of business;

ii. borrow money (or create or refinance any indebtedness) on behalf of the Company;

iii. the adoption of budgets;

iv. mortgage, pledge, encumber, grant a security interest in, or otherwise place a lien or charge
on any property of the Company;

v. make material accounting or tax elections for the Company;
vi. the distribution of Net Cash Flow to Members;
vii. incur any liability or make any single expenditure or series of related expenditures in an
amount exceeding $10,000.00;
viii. construct any capital improvements, repairs, alterations or changes involving an amount in
excess of $10,000.00;

ix. lend money to or guaranty or become surety for the obligations of any Person;
x. compromise or settle any claim against or inuring to the benefit of the Company involving an
amount in controversy in excess of $10,000.00;

xi. file a petition in bankruptcy or the making or an admission that the Company is insolvent or
unable to meet its financial obligations as they become due.

6.4. Actions Requiring Approval of the Members.
a) Notwithstanding any other provisions of this Agreement, the majority approval of all Members
shall be required to:
i. amend or terminate this Agreement;
ii. admit any Person as an additional Member;
iii. do any act in contravention of this Agreement; and
iv. the initiation of dissolution proceedings and/or the taking of any action to wind up the affairs
of the Company business; and
v. undertake any action requiring the majority consent of the Members as expressly set forth
in this Agreement or which the Members, by written agreement, designate as requiring the majority
consent of Members.
6.5. Indemnification.

Re-LIFE-Ment: Reinventing Past Notions of Retirement
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