Common use of Authorized Activities Clause in Contracts

Authorized Activities. In carrying out the purposes of the Company, but subject to all other provisions of this Agreement, the Company is authorized to: (A) Enter into such contracts and take such actions as are required to improve, develop, finance, construct, operate, lease, manage, and sell, exchange or otherwise dispose of the Real Property and other Company Asset, and to enter into any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company, so long as such activities and contracts may be lawfully carried on or performed by a limited liability company under the laws of the State of Delaware; (B) Operate, maintain, finance, improve, construct, repair, alter, buy, own, sell, convey, assign, mortgage or lease the Real Property and any other real estate and any personal property necessary to the accomplishment of the purposes of the Company; (C) Borrow money for and on behalf of the Company to cover the costs and expenses of the Company or for any other Company purposes, including without limitation, to improve the Real Property and any other Company Assets, to pay real estate taxes, costs of insurance, and principal and interest on any encumbrances on the Real Property and any other Company Assets, and as security therefor to mortgage or grant deeds of trust on all or any part of the Real Property and the other Company Assets, real, personal or mixed in connection with any such borrowings; (D) Prepay in whole or in part, refinance, recast, increase, modify, or extend mortgages affecting the Real Property, and in connection therewith execute any extensions, renewals or modifications of any mortgage or deed of trust on the Real Property; (E) Enter into, perform, deliver and carry out contracts, certificates and instruments of any kind, including but not limited to giving receipts, releases and discharges with respect to the Company’s business and any matters incident thereto as the Manager may deem advisable or appropriate for the accomplishment of the purposes of the Company; (F) Purchase, at the reasonable expense of the Company, liability and other insurance to protect the Company’s properties and business and the Members; (G) Employ Persons in the operation and management of the business of the Company including, without limitation, attorneys, accountants, mortgage bankers, management and leasing agents, insurance brokers, real estate brokers, engineers, architects, contractors and consultants; (H) Make any and all reasonable expenditures which the Manager, in his discretion, deems necessary or appropriate in connection with the management of the affairs of the Company and the carrying out of their obligations and responsibilities under this Agreement, including, without limitation, all operating costs, and other related expenses incurred in connection with the organization and operation of the Company and the Manager shall insure that operating costs and such related expenses are timely paid or provision for the payment thereof is timely undertaken; (I) Hold title to Company property in the names of trustees or nominees; (J) Make interim investments in appropriate banking or investment accounts; provided, however, that the members shall have a fiduciary responsibility for the safe-keeping and use of all funds and assets of the Company. (K) Bring, defend, pay, extend, renew, modify, adjust, submit to arbitration, prosecute or compromise any obligation, suit, liability, cause of action or claim with respect to the Company; and (L) Engage in any kind of lawful activity, and perform and carry out contracts of any kind, necessary or advisable in connection with the accomplishment of the purposes of the Company.

Authorized Activities. (a) In carrying out the purposes --------------------- of the Companythis Agreement, but subject to all other provisions of this Agreement, including without limitation Section 3.03, and applicable law, the Company ------------ is authorized toempowered and authorized: (A) Enter into such contracts and take such actions as are required to improveacquire, develop, finance, construct, operateinvest in, lease, hold, mortgage, option, pledge, manage, and sell, exchange operate or otherwise dispose of deal in or with the Real Property Investments and other Company Assetany real or personal property which may be necessary, and to enter into any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, convenient or incidental to the accomplishment of the purposes of the Company, so long as such activities whether directly or indirectly, through subsidiaries, partnership interests, securities, joint ventures or otherwise, and contracts may be lawfully carried on to sell, transfer or performed by a limited liability company under the laws otherwise dispose of the State of DelawareInvestments; (B) Operateto construct, operate, develop, maintain, option, finance, lend, refinance, improve, construct, repair, alter, buy, own, sell, convey, assign, mortgage mortgage, lease or lease the Real Property and foreclose upon any other real estate and any personal property necessary necessary, convenient or incidental to the accomplishment of the purposes of the Company; (C) Borrow to borrow money and issue evidences of indebtedness with respect to an Investment, in all cases on a basis that is non-recourse (except for customary non-recourse exceptions for matters such as fraud, misappropriation of funds and on behalf of the Company other customary carve-outs) to cover the costs and expenses of the Company or for any of its other Company purposes, including without limitationassets, to improve finance or refinance such Investment and to secure any such evidences of indebtedness by mortgages, pledges or other liens, but only on the Real Property specific assets of such Investment so that such evidences of indebtedness and any documents securing the same, if any, shall effectively provide in substance and legal effect for recourse only to the specific assets of such Investment; provided, however, that the Company may -------- ------- borrow money or issue evidences of indebtedness with respect to an Investment on a basis that is recourse to the Company and its other Company Assetsassets, so long as the aggregate amount of outstanding recourse indebtedness with respect to pay real estate taxes, costs all of insurancethe Company's Investments does not exceed $10,000,000, and principal and interest on any encumbrances on provided further that the Real Property and any other foregoing shall not limit the amount of recourse indebtedness a particular Investment Entity may have as long as such indebtedness is without recourse to the Company Assets, and as security therefor to mortgage or grant deeds of trust on all or any part of the Real Property and the its other Company Assets, real, personal or mixed in connection with any such borrowingsassets as provided above; (D) Prepay to enter into, perform and carry out contracts of any kind necessary or incidental to the accomplishment of the purposes of the Company, including, without limitation, contracts with Affiliates of the Managing Member pursuant to Section 7.04; ------------ (E) to bring, sue, prosecute, defend, settle or comprise actions at law or xx equity related to the purposes of the Company; (F) to purchase, cancel or otherwise retire or dispose of the Interest of any Member pursuant to the express provisions of this Agreement; (G) to execute and deliver all documents in connection with the sale of Non-Managing Member Interests; (H) to lease those Investments in the form of real properties and collect all rents and other income and to pay therefrom expenses of the Company, including, without limitation, expenses relating to such Investments; (I) to prepay in whole or in part, refinance, recast, assume, increase, reduce, modify, extend, foreclose or extend transfer any mortgages constituting or affecting any of the Real PropertyInvestments, and in connection therewith to execute any extensions, renewals renewals, assumptions or modifications of any mortgage or deed of trust on constituting or affecting any of the Real PropertyInvestments; (EJ) Enter intoto sell, performexchange, deliver and carry out contracts, certificates and instruments transfer or otherwise dispose of all or any kindportion of an Investment, including but not limited to giving receipts, releases and discharges with respect to the Company’s business and a transfer of all or any matters incident thereto as the Manager may deem advisable or appropriate for the accomplishment portion of the purposes of the CompanyInvestments to a publicly traded company; (F) Purchase, at the reasonable expense of the Company, liability and other insurance to protect the Company’s properties and business and the Members; (G) Employ Persons in the operation and management of the business of the Company including, without limitation, attorneys, accountants, mortgage bankers, management and leasing agents, insurance brokers, real estate brokers, engineers, architects, contractors and consultants; (H) Make any and all reasonable expenditures which the Manager, in his discretion, deems necessary or appropriate in connection with the management of the affairs of the Company and the carrying out of their obligations and responsibilities under this Agreement, including, without limitation, all operating costs, and other related expenses incurred in connection with the organization and operation of the Company and the Manager shall insure that operating costs and such related expenses are timely paid or provision for the payment thereof is timely undertaken; (I) Hold title to Company property in the names of trustees or nominees; (J) Make interim investments in appropriate banking or investment accounts; provided, however, that the members shall have a fiduciary responsibility for the safe-keeping and use of all funds and assets of the Company. (K) Bring, defend, pay, extend, renew, modify, adjust, submit to arbitration, prosecute or compromise any obligation, suit, liability, cause of action or claim with respect to the Company; and(Reserved.) (L) Engage to hold all or part of the assets, property or funds of the Company in cash or cash equivalents and to make interim investments in U.S. government obligations, short-term debt obligations with the highest rating issued by a nationally recognized rating agency, fully insured bank time deposits, repurchase agreements with a counterparty whose short-term debt obligations have been rated with the highest rating issued by a nationally recognized rating agency, money market funds investing solely in U.S. government obligations and/or commercial paper rated not lower than P-1, commercial paper rated not lower than P-1, certificates of deposit and bankers acceptances, in each case, issued by a bank, the short-term debt obligations of which have been rated with the highest rating issued by a nationally recognized rating agency; (M) to make debt or equity investments, including the acquisition of Marketable Securities, in operating companies with real estate or real estate related assets; (N) to engage in any kind of lawful activity, and perform and carry out contracts of any kind, necessary or advisable in connection with the accomplishment of the purposes of the Company; and (O) to make investments with Reckson Operating Partnership in connection with a Reckson Investment Opportunity. (i) The Managing Member shall, in connection with the acquisition of each Investment by the Company, by Notice to the Class A Member(s) given on or prior to the date of acquisition of such Investment, specify, on a reasonable basis, the Platform to which each Investment pertains. (ii) The establishment of any Platform, to the extent such Platform is substantially similar to any existing Platform in respect of the proposed types and uses of properties, shall be subject to the prior Consent of PWRES.

Authorized Activities. In carrying out the purposes and business of the Company, but subject to all other provisions of this Agreement, the Company Manager is authorized to cause the Company to: (A) Enter into such contracts and take such actions as are required to improve, develop, finance, construct, operate, lease, manage, and sell, exchange or otherwise dispose of the Real Property and other Company Asset, and to enter into any kind of activity and to perform all acts and carry out all obligations under all contracts of any kind and agreements necessary to, or in connection with, or incidental to the accomplishment of the purposes and business of the Company, so long as such activities and contracts may be lawfully carried on or performed by a limited liability company under the laws of the State of Delawareset forth in Section 3.01 above; (B) Operate, maintain, finance, improve, construct, repair, alter, buy, acquire, own, sell, convey, assign, mortgage or lease the Real Property and any other real estate and any personal property as reasonably necessary to the accomplishment of the purposes and business of the Company; (C) Borrow money for and on behalf issue evidences of indebtedness from Persons in furtherance of any or all of the purposes and business of the Company (which Persons may include Persons holding a direct or indirect ownership interest in any Member and Affiliates of any Member, provided the Manager Consents to cover the costs and expenses of the Company or for any other Company purposes, including without limitation, to improve the Real Property and any other Company Assets, to pay real estate taxes, costs of insurancesuch borrowings), and principal and interest to secure the same by mortgage, pledge or other lien on any encumbrances on the Real Company Property and any other Company Assets, and as security therefor to mortgage or grant deeds of trust on all or any part of the Real Property and the other Company Assets, real, personal or mixed in connection with any such borrowingsportion thereof; (D) Prepay in whole or in part, refinance, recast, increase, modify, or extend mortgages affecting the Real Property, and in connection therewith execute any extensions, renewals or modifications of any mortgage or deed of trust on the Real Property; (E) Enter into, perform, deliver and carry out contracts, certificates and instruments of any kind, including but not limited to giving receipts, releases and discharges with respect to the Company’s business and any matters incident thereto as the Manager may deem advisable or appropriate for the accomplishment of the purposes of the Company; (F) Purchase, at the reasonable expense of the Company, liability and other insurance to protect the Company’s properties and business and the Members; (G) Employ Persons in the operation and management of the business of the Company Company, including, without limitation, attorneys, accountants, mortgage bankers, management and leasing agents, insurance brokers, real estate brokers, mortgage brokers, engineers, architects, contractors and consultants; (H) Make any and all reasonable expenditures , which Persons may include the Manager, in his discretionand Members and Affiliates of Members, deems necessary or appropriate in connection with the management of the affairs of the Company and the carrying out of their obligations and responsibilities under this Agreement, including, without limitation, all operating costs, and other related expenses incurred in connection with the organization and operation of the Company and the Manager shall insure that operating costs and such related expenses are timely paid or provision for the payment thereof is timely undertaken; (I) Hold title to Company property in the names of trustees or nominees; (J) Make interim investments in appropriate banking or investment accounts; provided, however, that the members shall have a fiduciary responsibility for the safe-keeping fees and use terms of all funds and assets of the Company.such employment are competitive to those available from unrelated Persons; (KE) Employ one or more contractors to construct the Project provided the cost of same shall be in accordance with the Budget; (F) Hold title to all Company Property; (G) Bring, defend, pay, extend, renew, modify, adjust, submit to arbitration, prosecute or compromise any obligation, suit, liability, cause of action or claim with respect to the CompanyCompany or the Company Property; and (LH) Engage in any kind of lawful activity, and perform and carry out contracts of any kind, necessary or advisable in connection with the accomplishment of the purposes and business of the Company.