Common use of Business; Scope of Members’ Authority Clause in Contracts

Business; Scope of Members’ Authority. (a) The Company is organized exclusively for the purpose of holding all the interests in the Subsidiaries (other than the preferred membership interests), which will each be organized solely for the purpose of acquiring, owning, financing, refinancing, managing, maintaining, operating, improving, developing and selling a Property. Except for interests in the Subsidiaries and incidental amounts of personal property, the Company shall not own any other property or asset. The Company shall be prohibited at all times from having any employees. The Company is empowered to form, own and manage the Subsidiaries, contribute capital or lend funds to the Subsidiaries for acquisitions of Properties, and fund or provide guarantees and other collateral necessary to satisfy liabilities of the Subsidiaries, all in accordance with this Agreement. The Company is further empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Company, including, without limitation, full power and authority to enter into, perform and carry out contracts of any kind, borrow money and issue evidence of indebtedness whether or not secured by any mortgage, deed of trust, pledge or other lien. (b) All property owned by the Company and its Subsidiaries, whether real or personal, tangible or intangible, shall be deemed to be owned by the Company or a Subsidiary, as the case may be, as an entity, and no Member, individually, shall have any ownership of such property. The Company and any Subsidiary may hold any of its assets in its own name or in the name of a Person acting as its nominee at its direction.

Business; Scope of Members’ Authority. (a) The Company is organized exclusively for the purpose of holding all the Company, directly or through one or more Subsidiaries, is to own, develop, entitle, construct, manage, control, lease, operate, finance, refinance, mortgage, maintain, and sell or otherwise dispose of the Property and/or interests in the Subsidiaries (other than Subsidiary, to meet the preferred membership interests)Company's, which will each be organized solely for and any Subsidiary's obligations, and in all respects to act as owner of the purpose of acquiring, owning, financing, refinancing, managing, maintaining, operating, improving, developing Property upon and selling a Property. Except for interests in the Subsidiaries and incidental amounts of personal property, the Company shall not own any other property or asset. The Company shall be prohibited at all times from having any employees. The Company is empowered to form, own and manage the Subsidiaries, contribute capital or lend funds subject to the Subsidiaries for acquisitions terms and provisions of Properties, and fund or provide guarantees and other collateral necessary to satisfy liabilities of the Subsidiaries, all in accordance with this Agreement. The Company is further empowered to do shall not engage in any and other business without the prior written consent of all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Company, including, without limitation, full power and authority to enter into, perform and carry out contracts of any kind, borrow money and issue evidence of indebtedness whether or not secured by any mortgage, deed of trust, pledge or other lienMembers. (b) All property owned Except as otherwise specifically provided in this Agreement: (i) no Member other than the Administrative Member shall have any authority to bind, to act for, to execute any document or instrument on behalf of or to assume any obligation or responsibility on behalf of, the Company; and (ii) to the fullest extent permitted by law, no Member shall, by virtue of executing this Agreement, be responsible or liable for any indebtedness or obligation of the Company and or any other Member incurred or arising either before or after the Effective Date. (c) The Company may conduct any of its business activities directly or through one or more wholly owned, direct or indirect subsidiaries which shall be single purpose entities (each, a "Subsidiary"). As of the Effective Date, the Company has no Subsidiaries, whether real but may create a Subsidiary for purposes of acquiring title to the Property if approved as a Major Decision. Except as expressly otherwise set forth herein or personalas approved by all of the Members or as the context otherwise requires, tangible or intangible, any reference in this Agreement to the Company shall be deemed to be owned by include the Company and all Subsidiaries. Notwithstanding anything to the contrary in (x) this Agreement, (y) the Organizational Documents of any Subsidiary or (z) any other contract or agreement entered into by any Subsidiary: (1) any decision or action that the Company is authorized to make or take directly with respect to the Company's assets, properties or activities may be taken by or on behalf of a Subsidiary with, and only with, the same required approval or authorization as is set forth in this Agreement with respect to the Company; and (2) in furtherance and not in limitation of the foregoing, the Administrative Member may not cause any Subsidiary to make a decision or take an action that would be a Major Decision if the terms of this Agreement applied to such Subsidiary, as mutatis mutandis, without first obtaining the case may be, as an entity, and no Member, individually, shall have any ownership same approval of such property. The the Non-Administrative Member that would required (if applicable) if the Company and any Subsidiary may hold any of its assets in its own name was making the decision or in taking the name of a Person acting as its nominee at its directionaction directly.

Business; Scope of Members’ Authority. (a) The Company is organized exclusively for the purpose of holding all the Company, directly or through one or more Subsidiaries, is to own, develop, entitle, construct, manage, control, lease, operate, finance, refinance, mortgage, maintain, and sell or otherwise dispose of the Property and/or interests in the Subsidiaries (other than Subsidiary, to meet the preferred membership interests)Company's, which will each be organized solely for and any Subsidiary's obligations, and in all respects to act as owner of the purpose of acquiring, owning, financing, refinancing, managing, maintaining, operating, improving, developing Property upon and selling a Property. Except for interests in the Subsidiaries and incidental amounts of personal property, the Company shall not own any other property or asset. The Company shall be prohibited at all times from having any employees. The Company is empowered to form, own and manage the Subsidiaries, contribute capital or lend funds subject to the Subsidiaries for acquisitions terms and provisions of Properties, and fund or provide guarantees and other collateral necessary to satisfy liabilities of the Subsidiaries, all in accordance with this Agreement. The Company is further empowered to do shall not engage in any and other business without the prior written consent of all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Company, including, without limitation, full power and authority to enter into, perform and carry out contracts of any kind, borrow money and issue evidence of indebtedness whether or not secured by any mortgage, deed of trust, pledge or other lienMembers. (b) All property owned Except as otherwise specifically provided in this Agreement: (i) no Member other than the Administrative Member shall have any authority to bind, to act for, to execute any document or instrument on behalf of or to assume any obligation or responsibility on behalf of, the Company; and (ii) to the fullest extent permitted by law, no Member shall, by virtue of executing this Agreement, be responsible or liable for any indebtedness or obligation of the Company and or any other Member incurred or arising either before or after the Effective Date. (c) The Company may conduct any of its business activities directly or through one or more wholly owned, direct or indirect subsidiaries which shall be single purpose entities (each, a "Subsidiary"). As of the Effective Date, the Company has no Subsidiaries, whether real but may create a Subsidiary for purposes of acquiring title to the Property if approved as a Major Decision. Except as expressly otherwise set forth herein or personalas approved by all of the Members or as the context otherwise requires, tangible or intangible, any reference in this Agreement to the Company shall be deemed to be owned by include the Company and all Subsidiaries. Notwithstanding anything to the contrary in (x) this Agreement, (y)the Organizational Documents of any Subsidiary or (z)any other contract or agreement entered into by any Subsidiary: (1) any decision or action that the Company is authorized to make or take directly with respect to the Company's assets, properties or activities may be taken by or on behalf of a Subsidiary with, and only with, the same required approval or authorization as is set forth in this Agreement with respect to the Company; and (2) in furtherance and not in limitation of the foregoing, the Administrative Member may not cause any Subsidiary to make a decision or take an action that would be a Major Decision if the terms of this Agreement applied to such Subsidiary, as mutatis mutandis, without first obtaining the case may be, as an entity, and no Member, individually, shall have any ownership same approval of such property. The the Non- Administrative Member that would required (if applicable) if the Company and any Subsidiary may hold any of its assets in its own name was making the decision or in taking the name of a Person acting as its nominee at its directionaction directly.

Business; Scope of Members’ Authority. (a) The Company is organized exclusively for the purpose of holding all the interests in the Subsidiaries (other than the preferred membership interests), which will each be has been organized solely for the purpose of (i) acquiring, holding, financing, refinancing, maintaining and managing the McREMI Assets, (ii) acquiring, holding, financing, refinancing and managing the interests in the Participating XxXxxx Partnerships and (iii) directly or indirectly, owning, financing, refinancing, managing, maintaining, operating, improving, developing leasing, selling and selling a Property. Except for interests in otherwise disposing of the Subsidiaries and incidental amounts of personal property, the Company shall not own any other property or asset. The Company shall be prohibited at all times from having any employeesProperties. The Company is empowered to form, own and manage the Subsidiaries, contribute capital or lend funds to the Subsidiaries for acquisitions of Properties, and fund or provide guarantees and other collateral necessary to satisfy liabilities of the Subsidiaries, all in accordance with this Agreement. The Company is further empowered under law to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described herein and for the protection and benefit of the Company, including, without limitation, full power and authority authority, directly or indirectly (including through its Subsidiaries), to enter into, perform and carry out contracts of any kind, borrow money and issue evidence evidences of indebtedness whether or not secured by any mortgage, deed of trust, pledge or other lien, acquire, own, manage, improve and develop any real property (or any interest therein), and sell, transfer and dispose of any such real property. (b) All property owned Except as otherwise expressly and specifically provided in this Agreement, no Member shall have any authority to bind, to act for, to sign for or to assume any obligation or responsibility on behalf of, any other Member. Neither the Company nor any Member shall, by virtue of executing this Agreement, be responsible or liable for any indebtedness or obligation of any other Member incurred or arising either before or after the Effective Time, except that (i) the Company (but not any Member) shall be responsible and liable for those responsibilities, liabilities, indebtedness, and obligations assumed or incurred by the Company at and its Subsidiaries, whether real or personal, tangible or intangible, after the Effective Time pursuant to the terms of the Master Agreement and (ii) Whitehall (and not XxXxxx) shall be deemed to be owned solely responsible and liable for those responsibilities, liabilities, indebtedness and obligations assumed or incurred by the Company prior to the Effective Time other than (1) those responsibilities, liabilities, indebtedness and obligations assumed or a Subsidiaryincurred by the Company pursuant to Sections 7.6, 7.10 and 7.15 of the Master Agreement and (2) the indebtedness incurred by the Company solely to fund the payment of the Funding Amount (as the case may be, as an entity, and no Member, individually, shall have any ownership of such property. The Company and any Subsidiary may hold any of its assets in its own name or defined in the name of a Person acting as its nominee at its directionEquity Commitment Letter).