Common use of Certain Powers of Managers Clause in Contracts

Certain Powers of Managers. Subject to the terms of Sections 5.04 and 7.07 below which Sections shall control and supersede over any conflicting provisions in this Section 5.03, and to the extent the following powers have not been delegated to the Developer under the Development Agreement or the Management Company under the Management Agreement during the term of effectiveness of those agreements, in which case any such powers are reserved exclusively to Developer and/or Management Company, as applicable, either Manager shall have power and authority, on behalf of the Company or in the Company’s capacity as a member of Borrower, as applicable: (a) To cause Borrower to acquire the Property and to construct and develop the Project. (b) To invest any Company funds (by way of example but not limitation) in time deposits, short-term governmental obligations, or other investments, provided the funds in any such investment vehicle are insured by the Federal Deposit Insurance Corporation (or its successor or replacement). (c) To execute all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; purchase and sale agreements, mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the Company’s or Borrower’s property; assignments; bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents necessary to the business of the Company. (d) To purchase liability and other insurance to protect employees, officers, property and business. (e) Subject to Section 5.14, to employ accountants, engineers, architects, surveyors, attorneys, managing agents, leasing agents, and other experts to perform services for the Company and to compensate them from Company funds. (f) To create offices and designate officers, who need not be Members. Any such persons appointed to be officers of the Company may or may not be employees of the Company, any Member, or any Affiliate thereof. Any officers so appointed shall have such authority and perform such duties as the Managers may, from time to time, expressly delegate to them in writing and the officers so appointed shall serve at the pleasure of the Managers. (g) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business, to the extent such acts are not reserved unto the Members pursuant to Section 7.07 of this Agreement or the Developer pursuant to the Development Agreement. Unless authorized to do so by this Operating Agreement or by the Managers, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Managers. Subject Without limiting the generality of Section 4.1 of this Agreement, but subject to the terms limits imposed by Section 4.4 of Sections 5.04 and 7.07 below which Sections shall control and supersede over any conflicting provisions in this Section 5.03Agreement, and to the extent the following powers have not been delegated to the Developer under the Development Agreement or the Management Company under the Management Agreement during the term of effectiveness of those agreements, in which case any such powers are reserved exclusively to Developer and/or Management Company, as applicable, either Manager shall Managers will have power and authority, on behalf of the Company: a. To acquire property from, or to sell or transfer property to, any person as the Managers may determine; b. To open, maintain and close bank accounts in the name of the Company, with such signatories as the Managers may deem appropriate, and to enter into any deposit agreements as are required by the financial institution at which such accounts are opened. Funds deposited into such accounts shall be used only for the business of the Company. c. With the Member’s consent, to borrow money for the Company from banks, other lending institutions, the Member or other persons on such terms as the Managers may deem appropriate, and to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of any borrowed sums; d. To purchase liability and other insurance to protect the Company’s capacity as a member property and business; e. To hold, own and lease any real or personal properties in the name of Borrower, as applicable:the Company; (a) To cause Borrower to acquire the Property and to construct and develop the Project. (b) f. To invest any Company funds (by way of example but not limitation) temporarily in time deposits, short-term governmental obligations, commercial paper or other investments; g. With the Member’s consent, provided to sell or otherwise dispose of all or substantially all of the funds in Company’s assets as part of a single plan, transaction or series of related transactions, so long as such disposition does not violate or cause a default under any such investment vehicle are insured other agreement by which the Federal Deposit Insurance Corporation (Company or its successor or replacement).assets may be bound; (c) h. To execute on behalf of the Company (after obtaining any consents required by this Agreement) all instruments and documents, includingincluding without limitation all checks, without limitationdrafts, checks; drafts; notes and other negotiable instruments; purchase and sale agreements, mortgages or deeds of trust; , security agreements; , financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the Company’s or Borrower’s property; , assignments; , bills of sale; , leases; , partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents necessary necessary, in the Managers’ opinion, to the business of the Company.; (d) i. To purchase liability and other insurance to protect employees, officers, property and business. (e) Subject to Section 5.14, to employ accountants, engineers, architects, surveyors, attorneyslegal counsel, managing agents, leasing agents, and agents or other experts to perform services for the Company and to compensate them from Company funds.; (f) To create offices and designate officersj. With the Member’s consent, who need not be Members. Any such persons appointed to be officers make an assignment for the benefit of the Company may or may not be employees creditors of the Company, file a voluntary petition in bankruptcy or appoint a receiver for the Company; k. To enter into any Member, or any Affiliate thereof. Any officers so appointed shall have such authority and perform such duties as the Managers may, from time to time, expressly delegate to them in writing and the officers so appointed shall serve at the pleasure all other agreements on behalf of the Managers.Company, with any other person or entity for any purpose; and (g) To l. Subject to any limitations imposed by this Agreement, to do and perform all other acts as the Managers may be deem necessary or appropriate to the conduct of the Company’s business, to the extent such acts are not reserved unto the Members pursuant to Section 7.07 of this Agreement or the Developer pursuant to the Development Agreement. Unless authorized to do so by this Operating Agreement or by the Managers, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Managers. Subject Except as otherwise required pursuant to the terms of Sections 5.04 and 7.07 below which Sections shall control and supersede over any conflicting provisions in this Section 5.03, and to the extent the following powers have not been delegated to the Developer under the Development Operating Agreement or by nonwaivable provisions of the Management Company under Act, including, without limitation, the Management Agreement during provisions of Section 4.5 hereof, the term of effectiveness of those agreements, in which case any such powers are reserved exclusively to Developer and/or Management Company, as applicable, either Manager Managers shall have the power and authority, on behalf of the Company or in the Company’s capacity as a member of Borrower, as applicable: (a) To cause Borrower to acquire the Property from any Person and to construct hold and develop own Property in the Project.name of the Company; (b) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments, provided the funds in any such investment vehicle are insured by the Federal Deposit Insurance Corporation (or its successor or replacement).; (c) To dispose of the Company's Property in the ordinary course of the Company's business; (d) To borrow money for the Company from banks, other lending institutions, Managers, Members, or any Affiliate of the Managers or Members on such terms as the Managers deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the Property of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except as authorized by the Managers, or to the extent permitted under the Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers; (e) To execute on behalf of the Company all instruments and documents, including, without limitation, checks; , drafts; , notes and other negotiable instruments; purchase and sale agreements, mortgages or deeds of trust; , security agreements; , financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the 8 18 Company’s or Borrower’s property; 's Property, assignments; , bills of sale; , leases; , partnership agreements; , operating agreements of other limited liability companies; , and any other instruments or documents necessary to the business of the Company.; (df) To purchase liability and other insurance to protect employees, officers, property the Company's Property and business.; (eg) Subject to Section 5.14, to To employ accountants, engineers, architects, surveyors, attorneyslegal counsel, managing agents, leasing agents, and agents or other experts to perform services for the Company and to compensate them from Company funds.; (fh) To create offices enter into any and designate officers, who need not be Members. Any such persons appointed to be officers all other agreements on behalf of the Company may or may not be employees of with any other Person for any purpose; (i) To exercise the Company's rights in connection with any investment in any Organization, including, without limitation, to exercise any Member, or any Affiliate thereof. Any officers so appointed shall have voting rights arising from such authority and perform such duties as the Managers may, from time to time, expressly delegate to them in writing and the officers so appointed shall serve at the pleasure of the Managers.an investment; and (gj) To do and perform any and all other acts as may be necessary or appropriate to the conduct of the Company’s 's business, to the extent such acts are not reserved unto the Members pursuant to Section 7.07 of this Agreement or the Developer pursuant to the Development Agreement. Unless authorized to do so by this Operating Agreement or by the ManagersManagers of the Company, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary pecuniarily for any purpose. No Member or Manager shall have any power or authority to bind the Company unless the Member or Manager has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Managers. Subject to Without limiting the terms generality of Sections 5.04 and 7.07 below which Sections shall control and supersede over any conflicting provisions in this Section 5.035.1, and to the extent the following powers have not been delegated to the Developer under the Development Agreement or the Management Company under the Management Agreement during the term Board of effectiveness of those agreements, in which case any such powers are reserved exclusively to Developer and/or Management Company, as applicable, either Manager Managers shall have power and authority, after due action, on behalf of the Company: (a) to acquire property from any Person as the Board of Managers may determine, whether or not such Person is directly or indirectly affiliated or connected with any Manager or Member; (b) to borrow money for the Company on such terms as the Board of Managers deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company or in except by the Company’s capacity as a member Board of Borrower, as applicable: (a) To cause Borrower to acquire the Property and to construct and develop the Project. (b) To invest any Company funds (by way of example but not limitation) in time deposits, short-term governmental obligationsManagers, or other investmentsto the extent permitted under the Delaware Act, provided by agents or employees of the funds in any Company expressly authorized to contract such investment vehicle are insured debt or incur such liability by the Federal Deposit Insurance Corporation (or its successor or replacement).Board of Managers; (c) To to purchase liability and other insurance to protect the Company's property and business; (d) to hold and own Company real and personal properties in the name of the Company; (e) to invest Company funds; (f) to execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; purchase and sale agreements, mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the Company’s or Borrower’s 's property; assignments; , bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents necessary to the business of the Company.; (dg) To purchase liability and other insurance to protect employees, officers, property and business. (e) Subject to Section 5.14, to employ accountants, engineerslegal counsel, architects, surveyors, attorneys, managing agents, leasing agents, and agents or other experts to perform services for the Company and to compensate them from Company funds.Company; (fh) To create offices to enter into any and designate officers, who need not be Members. Any such persons appointed to be officers of the Company may or may not be employees all other agreements on behalf of the Company, any Member, or any Affiliate thereof. Any officers so appointed shall have in such authority and perform such duties forms as the Board of Managers maymay approve; (i) to appoint such agents, from time officers and delegees as may be necessary or appropriate to time, expressly delegate to them in writing and the officers so appointed shall serve at the pleasure conduct of the Managers.business; and (gj) To to do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s 's business, to the extent such acts are not reserved unto the Members pursuant to Section 7.07 of this Agreement or the Developer pursuant to the Development Agreement. Unless authorized to do so by this Operating Agreement or by the Managers, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Managers. Subject to Without limiting the terms generality of Sections 5.04 and 7.07 below which Sections shall control and supersede over any conflicting provisions in this Section 5.035.01, and to the extent the following powers have not been delegated to the Developer under the Development Agreement or the Management Company under the Management Agreement during the term of effectiveness of those agreementsManagers, in which case any such powers are reserved exclusively to Developer and/or Management Companyby majority vote, as applicable, either Manager shall have the power and authority, on behalf of the Company or in the Company’s capacity as a member of Borrower, as applicable: (a) To cause Borrower to acquire property from any Person as the Property and to construct and develop the Project.Managers may determine. whether or not such Person is directly or indirectly affiliated or connected with any Manager or Member: (b) Subject to the provisions of Section 6.04, cause the Company to borrow money from such banks, or other lending institutions, the Managers, Members, or affiliates of the Managers or Members on such terms as the Managers deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Managers or to the extent permitted under the Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers; (c) To purchase liability and other insurance to protect the Company's property and business; (d) To hold and own Company real and personal properties in the name of the Company; (e) Subject to the provisions of Section 6.04, to invest any Company funds (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; (f) Subject to the provisions of Section 6.04, provided to sell or otherwise dispose of all or substantially all of the funds assets of the Company as part of a single transaction or plan as long as such disposition is not in violation of or a cause of a default under any such investment vehicle are insured by other agreement to which the Federal Deposit Insurance Corporation (or its successor or replacement)Company may be bound. (cg) To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; purchase and sale agreements, mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the Company’s or Borrower’s 's property; assignments; , bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents necessary to the business of the Company. (dh) To purchase liability and other insurance to protect employees, officers, property and business. (e) Subject to Section 5.14, to employ accountants, engineers, architects, surveyors, attorneyslegal counsel, managing agents, leasing agents, and agents or other experts to perform services for the Company and to compensate them from Company funds.Company; (fi) To create offices Subject to the provisions of Section 6.04, to enter into any and designate officers, who need not be Members. Any such persons appointed to be officers of the Company may or may not be employees all other agreements on behalf of the Company, any Member, or any Affiliate thereof. Any officers so appointed shall have in such authority and perform such duties forms as the Managers may, from time to time, expressly delegate to them in writing and the officers so appointed shall serve at the pleasure of the Managers.may approve; and (gj) To Subject to the provisions of Section 6.04, to do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s 's business, to the extent such acts are not reserved unto the Members pursuant to Section 7.07 of this Agreement or the Developer pursuant to the Development Agreement. Unless authorized to do so by this Operating Agreement or by the Managers, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Managers. Subject Without limiting the generality of Section 5.1 but subject to the terms of Sections 5.04 and 7.07 below which Sections shall control and supersede over any conflicting provisions in this Section 5.03, and powers reserved to the extent Member pursuant to Section 4.6, the following powers have not been delegated to the Developer under the Development Agreement or the Management Company under the Management Agreement during the term of effectiveness of those agreements, in which case any such powers are reserved exclusively to Developer and/or Management Company, as applicable, either Manager Managers shall have power and authority, on behalf of the Company: 5.3.1. To acquire property from any Person as the Managers may determine, whether or not such Person is directly or indirectly affiliated or connected with any Manager or Member; 5.3.2. To borrow money for the Company from banks, other lending institutions, the Managers, Member, or affiliates of the Managers or Member on such terms as the Managers deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Managers, or to the extent permitted under the Act, by agents or employees of the Company expressly authorized by the Managers to contract such debt or incur such liability by the Managers; 5.3.3. To purchase liability and other insurance to protect the Company’s capacity as a member property and business; Company; 5.3.4. To hold and own Company real and personal properties in the name of Borrower, as applicable:the (a) To cause Borrower to acquire the Property and to construct and develop the Project. (b) 5.3.5. To invest any Company funds (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; 5.3.6. Upon the approval of the Member as set forth in Section 4.6, provided to sell or otherwise dispose of all or substantially all of the funds assets of the Company as part of a single transaction or plan as long as such disposition is not in violation of or a cause of a default under any such investment vehicle are insured by other agreement to which the Federal Deposit Insurance Corporation (or its successor or replacement).Company may be bound; (c) 5.3.7. To execute authorize the execution on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; purchase and sale agreements, mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the Company’s or Borrower’s property; assignments; , bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents necessary to the business of the Company.; (d) 5.3.8. To purchase liability and other insurance to protect employees, officers, property and business. (e) Subject to Section 5.14, to employ engage accountants, engineers, architects, surveyors, attorneyslegal counsel, managing agents, leasing agents, and agents or other experts to perform services for the Company subject to the reserved powers of the Member as set forth in Section 4.6; 5.3.9. To enter into a Services and to compensate them from Company funds. (f) To create offices Management Agreement with the Member and designate officers, who need not be Members. Any such persons appointed to be officers perform the obligations of the Company may or may not be employees under that Agreement; 5.3.10. To enter into any and all other agreements on behalf of the Company, any Member, or any Affiliate thereof. Any officers so appointed shall have in such authority and perform such duties forms as the Managers may, from time to time, expressly delegate to them in writing may approve; 5.3.11. To approve and establish a strategic plan for the officers so appointed shall serve at the pleasure of the Managers.Company; and (g) 5.3.12. To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business, business in the ordinary course to the extent such acts are not reserved unto to the Members Member in Section 4.6. All contracts, leases and agreements to which the Company is a party and all documents and instruments made on behalf of and creating any obligation or liability on the part of the Company (including, without limitation, checks and drafts on Company accounts) shall be signed (i) by the Treasurer and either the Chair or the Director or (ii) or pursuant to Section 7.07 authorization by the Board of this Agreement Managers; and unless authorized by the Board of Managers, no individual Manager or Officer shall have the Developer pursuant authority to the Development Agreementexecute any such contracts, leases, agreements, documents or instruments. Unless authorized to do so by this Operating Agreement or by the Board of Managers, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Managers. Subject to Without limiting the terms generality of Sections 5.04 and 7.07 below which Sections shall control and supersede over any conflicting provisions in this Section 5.037.1, and to the extent the following powers have not been delegated to the Developer under the Development Agreement or the Management Company under the Management Agreement during the term of effectiveness of those agreements, in which case any such powers are reserved exclusively to Developer and/or Management Company, as applicable, either each Manager shall have power and authority, authority on behalf of the Company: (i) To acquire property, except that any acquisition of property from a Related Person shall not be on any less favorable terms than such acquisition would be if it were on an arm’s length transaction; (ii) To borrow money for the Company from banks, other lending institutions, a Member, or subdivisions or affiliates of a Member and in connection therewith, to mortgage, hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums; (iii) To purchase liability and other insurance to protect the Company’s capacity as a member of Borrower, as applicable:property and business in accordance with general commercial practices; (aiv) To cause Borrower to acquire hold and own any Company real and/or personal properties in the Property and to construct and develop name of the Project.Company; (bv) To make expenditures in accordance with the Budget, provided that such Budget shall be subject to the approval of the Members and any deviations in any line item, or overall budget, exceeding five percent (5%) shall require the consent of the Members; (vi) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-short term governmental obligations, commercial paper or other investments, provided the funds in any such investment vehicle are insured by the Federal Deposit Insurance Corporation (or its successor or replacement).; (cvii) Upon the prior written consent of the Members, to sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan; (viii) To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; purchase and sale agreements, mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition in the ordinary course of business of the Company’s or Borrower’s property; assignments; bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents necessary or appropriate, in the opinion of the Managers, to the business of the Company., in each case subject to the other limitations contained in this Operating Agreement; (dix) To purchase liability and other insurance to protect employees, officers, property and business. (e) Subject to Section 5.14, to employ accountants, engineers, architects, surveyors, attorneyslegal counsel, managing agents, leasing agents, and agents or other experts to perform services for the Company and to compensate them from Company funds.; (fx) To create offices Subject to oversight by the Members as provided herein, to enter into any and designate officers, who need not be Members. Any such persons appointed to be officers of the Company may or may not be employees all other agreements on behalf of the Company, with any Memberother Person for any purpose, or any Affiliate thereof. Any officers so appointed shall have in such authority and perform such duties forms as the Managers may, from time to time, expressly delegate to them in writing and the officers so appointed shall serve at the pleasure of the Managers.may approve; and (gxi) To do and perform all such other acts as may be necessary or appropriate to the conduct of the Company’s business, to the extent such acts are not reserved unto the Members pursuant to Section 7.07 of this Agreement or the Developer pursuant to the Development Agreement. Unless authorized to do so by this Operating Agreement or by consent of the ManagersMembers, and subject to any consent required by any other provision of this Operating Agreement, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any wayaway, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Managers. Subject to Without limiting the terms generality of Sections 5.04 and 7.07 below which Sections shall control and supersede over any conflicting provisions in this Section 5.037.1, and to the extent the following powers have not been delegated to the Developer under the Development Agreement or the Management Company under the Management Agreement during the term of effectiveness of those agreements, in which case any such powers are reserved exclusively to Developer and/or Management Company, as applicable, either each Manager shall have power and authority, authority on behalf of the Company: (i) To acquire property, except that any acquisition of property from a Related Person shall not be on any less favorable terms than such acquisition would be if it were on an arm’s length transaction; (ii) To borrow money for the Company from banks, other lending institutions, a Member, or subdivisions or affiliates of a Member and in connection therewith, to mortgage, hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums; (iii) To purchase liability and other insurance to protect the Company’s capacity as a member of Borrower, as applicable:property and business in accordance with general commercial practices; (aiv) To cause Borrower to acquire hold and own any Company real and/or personal properties in the Property and to construct and develop name of the Project.Company; (bv) To make expenditures in accordance with the Budget, provided that such Budget shall be subject to the approval of the Controlling Member and any deviations in any line item, or overall budget, exceeding five percent (5%) shall require the consent of the Controlling Member; (vi) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-short term governmental obligations, commercial paper or other investments, provided the funds in any such investment vehicle are insured by the Federal Deposit Insurance Corporation (or its successor or replacement).; (cvii) Upon the prior written consent of the Members, to sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan; (viii) To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; purchase and sale agreements, mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition in the ordinary course of business of the Company’s or Borrower’s property; assignments; bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents necessary or appropriate, in the opinion of the Managers, to the business of the Company., in each case subject to the other limitations contained in this Operating Agreement; (dix) To purchase liability and other insurance to protect employees, officers, property and business. (e) Subject to Section 5.14, to employ accountants, engineers, architects, surveyors, attorneyslegal counsel, managing agents, leasing agents, and agents or other experts to perform services for the Company and to compensate them from Company funds.; (fx) To create offices Subject to oversight by the Controlling Member as provided herein, to enter into any and designate officers, who need not be Members. Any such persons appointed to be officers of the Company may or may not be employees all other agreements on behalf of the Company, with any Memberother Person for any purpose, or any Affiliate thereof. Any officers so appointed shall have in such authority and perform such duties forms as the Managers may, from time to time, expressly delegate to them in writing and the officers so appointed shall serve at the pleasure of the Managers.may approve; and (gxi) To do and perform all such other acts as may be necessary or appropriate to the conduct of the Company’s business, to the extent such acts are not reserved unto the Members pursuant to Section 7.07 of this Agreement or the Developer pursuant to the Development Agreement. Unless authorized to do so by this Operating Agreement or by consent of the ManagersControlling Member, and subject to any consent required by any other provision of this Operating Agreement, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any wayaway, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Managers. Subject to the terms of Sections 5.04 and 7.07 below which Sections shall control and supersede over any conflicting provisions in this Section 5.03, and to the extent the following powers have not been delegated to the Developer under the Development Agreement or the Management Company under the Management Agreement during the term of effectiveness of those agreements, in which case any such powers are reserved exclusively to Developer and/or Management Company, as applicablebelow, either Manager shall have power and authority, on behalf of the Company or in the Company’s capacity as a member of Borrower, as applicable: (a) To cause Borrower to acquire the Property and to construct and develop renovate the Project, including undertaking the Parking Improvements. (b) To invest any Company funds (by way of example but not limitation) in time deposits, short-term governmental obligations, or other investments, provided the funds in any such investment vehicle are insured by the Federal Deposit Insurance Corporation (or its successor or replacement). (c) To execute all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; purchase and sale agreements, mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the Company’s or Borrower’s property; assignments; bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents necessary necessary, in the opinion of the Managers, to the business of the Company. (d) To purchase liability and other insurance to protect employees, officers, property and business. (e) Subject to Section 5.145.13, to employ accountants, engineers, architects, surveyors, attorneys, managing agents, leasing agents, and other experts to perform services for the Company and to compensate them from Company funds. (f) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve. (g) To create offices and designate officers, who need not be Members. Any such persons appointed to be officers of the Company may or may not be employees of the Company, any Member, or any Affiliate thereof. Any officers so appointed shall have such authority and perform such duties as the Managers may, from time to time, expressly delegate to them in writing and the officers so appointed shall serve at the pleasure of the Managers. (gh) Subject to Section 6.05(a), to the extent permissible in connection with the Bridge Loan or any subsequent Loan, to borrow money for the Company from banks, other lending institutions, Managers, Members, or Affiliates of the Managers or Members on such terms as the Managers deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Managers or by agents or employees of the Company expressly authorized by the Managers to contract such debts or incur such liability by the Managers. (i) To cause Borrower to subdivide the Property or condominiumize the Property, or portions thereof. (j) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business, to the extent such acts are not reserved unto the Members pursuant to Section 7.07 of this Agreement or the Developer pursuant to the Development Agreement. Unless authorized to do so by this Operating Agreement or by the Managers, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Managers. Subject to receipt of the terms of applicable approvals under Sections 5.04 5.4 and 7.07 below which Sections shall control and supersede over any conflicting provisions in this Section 5.037.7 below, and to the extent the following powers have not been delegated to the Developer under the Development Agreement or the Management Company under the Management Agreement during the term of effectiveness of those agreements, in which case any such powers are reserved exclusively to Developer and/or Management Company, as applicable, either Manager Managers shall have power and authority, on behalf of the Company or in the Company’s capacity as a member of Borrower, as applicable: (a) To cause Borrower Company to acquire the Property Property, to enter into and perform its obligations under the Ground Lease, to close on the Loan and to construct and develop the Project. (b) To invest any Company funds (by way of example but not limitation) in time deposits, short-term governmental obligations, or other investments, provided the funds in any such investment vehicle (other than governmental obligations or an investment vehicle that holds only governmental obligations) are insured by the Federal Deposit Insurance Corporation (or its successor or replacement). (c) To execute all instruments and documents, including, without limitation, checks; , drafts; , notes and other negotiable instruments; purchase and sale agreements, ; mortgages or deeds of trust; security agreements; financing statements; deeds, ground leases, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the Company’s or Borrower’s property; assignments; bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents necessary necessary, in the opinion of the Managers, to the business of the Company. (d) To purchase liability and other insurance to protect employees, officers, property and business. (e) Subject to Section 5.14, to employ accountants, engineers, architects, surveyors, attorneys, managing agents, leasing agents, and other experts to perform services for the Company and to compensate them from Company funds. (f) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve. (g) To create offices and designate officers, who need not be Members. Any such persons appointed to be officers of the Company may or may not be employees of the Company, any Member, or any Affiliate thereof. Any officers so appointed shall have such authority and perform such duties as the Managers may, from time to time, expressly delegate to them in writing and the officers so appointed shall serve at the pleasure of the Managers. (gh) To borrow money for the Company from banks, other lending institutions, Managers, Members, or Affiliates of the Managers or Members on such terms as the Managers deem appropriate and, in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. (i) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business, to the extent such acts are not reserved unto the Members pursuant to Section 7.07 another provision of this Agreement or the Developer pursuant to the Development Agreement. Unless authorized to do so by this Operating Agreement or by the Managers, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentenceincluding Section 7.7.

Certain Powers of Managers. Subject to Without limiting the terms generality of Sections 5.04 and 7.07 below which Sections shall control and supersede over any conflicting provisions in this Section 5.033.01, and to the extent the following powers have not been delegated to the Developer under the Development Agreement or the Management Company under the Management Agreement during the term of effectiveness of those agreements, in which case any such powers are reserved exclusively to Developer and/or Management Company, as applicable, either Manager Managers shall have power and authority, on behalf of the Company: (i) To acquire assets from any Person as the Managers may determine. The fact that a Member is directly or indirectly affiliated or connected with any such Person shall not prohibit the Managers from dealing with that Person, provided that any transaction with an affiliated or connected Person shall be on terms no less favorable to the Company than a similar transaction with a disinterested third party; (ii) To borrow money for the Company from banks, other lending institutions, the Members, or affiliates of the Members on such terms as they deem appropriate, and in connection therewith, to hypothecate, encumber, and grant security interests in the assets of the Company to secure repayment of the borrowed sums. A loan acquired from the Members or affiliates of the Members shall be on terms no less favorable to the Company than a similar loan that the Company could obtain from a disinterested, third-party lender. No debt or other obligation shall be contracted or liability incurred by or on behalf of the Company except by the Manager; (iii) To purchase liability and other insurance to protect the Company’s capacity as a member property of Borrower, as applicable:the Company; (aiv) To cause Borrower to acquire hold and own any Company real or personal property in the Property and to construct and develop the Project.name; (bv) To invest any Company funds temporarily (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper, or other investments, provided the funds in any such investment vehicle are insured by the Federal Deposit Insurance Corporation (or its successor or replacement).; (cvi) To sell or otherwise dispose of all or substantially all of the assets of the Company as part of a single transaction or plan so long as such disposition is not in violation of or a cause of a default under any other agreement to which the Company may be bound; (vii) To execute on behalf of the Company all instruments and documents, including, without limitation, : checks; drafts; notes and other negotiable instruments; purchase and sale agreements, mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage mortgage, or disposition of the Company’s or Borrower’s property; assets, assignments; bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents necessary necessary, in the opinion of the Manager to the business of the Company.; (dviii) To purchase liability employ and other insurance to protect dismiss from employment employees, officersagents, property and business. (e) Subject to Section 5.14brokers, to employ accountants, engineers, architects, surveyors, attorneyslegal counsel, managing agents, leasing agents, and or other experts to perform services for the Company and to compensate them from Company funds.; (fix) To create offices and designate officers, who need not be Members. Any such persons appointed to be officers make an assignment for the benefit of the Company may or may not be employees creditors of the Company, any Memberfile a voluntary petition in bankruptcy, or appoint a receiver for the Company; (x) To enter into any Affiliate thereof. Any officers so appointed shall have and all agreements on behalf of the Company with any Person or entity for any purpose in such authority and perform such duties forms as the Managers may, from time to time, expressly delegate to them in writing and the officers so appointed shall serve at the pleasure of the Managers.Manager may approve; (gxi) To institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought by or on behalf of or against the Company; and (xii) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business, to the extent such acts are not reserved unto the Members pursuant to Section 7.07 of this Agreement or the Developer pursuant to the Development Agreement. Unless authorized to do so by this Operating Agreement or by the Managers, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Managers. Subject Without limiting the generality of Section 4.1, and subject to the terms requirements of Sections 5.04 and 7.07 below which Sections shall control and supersede over any conflicting provisions in this Section 5.03, Article V for approval by a Majority Vote and to any other provision of this Agreement establishing greater requirements, the extent the following powers have not been delegated to the Developer under the Development Agreement or the Management Company under the Management Agreement during the term of effectiveness of those agreements, in which case any such powers are reserved exclusively to Developer and/or Management Company, as applicable, either Manager Managers shall have power and authority, on behalf of the Company or in the Company’s capacity as a member of Borrower, as applicable: (ai) To cause Borrower to acquire property from any Person as the Property and to construct and develop the ProjectManagers may determine. (bii) To borrow money for the Company from banks, other lending institutions, the Manager, Members, or affiliates of the Manager or Members on such terms as the Managers deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company, to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Managers, or to the extent permitted under the Delaware Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers. (iii) To purchase liability and other insurance to protect the Company's property and business. (iv) To hold and own any Company real and/or personal properties in the name of the Company. (v) To invest any Company funds temporarily (by way of example but and not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments, provided the funds in any such investment vehicle are insured by the Federal Deposit Insurance Corporation (or its successor or replacement). (cvi) To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; purchase and sale agreements, mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the Company’s or Borrower’s 's property; assignments; bills of sale; leases; partnership agreements; , operating agreements of other limited liability companies; and any other instruments or documents necessary necessary, in the opinion of the Managers, to the business of the Company. (dvii) To purchase liability and other insurance to protect employees, officers, property and business. (e) Subject to Section 5.14, to employ accountants, engineers, architects, surveyors, attorneyslegal counsel, managing agents, leasing agents, and agents or other experts to perform services for the Company and to compensate them from Company funds. (fviii) To create offices enter into any and designate officers, who need not be Members. Any such persons appointed to be officers of the Company may or may not be employees all other agreements on behalf of the Company, with any Memberother Person for any purpose, or any Affiliate thereof. Any officers so appointed shall have in such authority and perform such duties forms as the Managers may, from time to time, expressly delegate to them in writing and the officers so appointed shall serve at the pleasure of the Managersmay approve. (gix) Notwithstanding Section 4.3(vi) to designate a bank as depository for Company funds and to authorize the execution of such resolutions a said depository bank any reasonably require designating such person or persons whose signatures shall be required on any checks, drafts, notes, bonds or other instruments withdrawing funds from or incurring obligations to such depository bank and covering related matters. (x) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s 's business, to the extent such acts are not reserved unto the Members pursuant to Section 7.07 of this Agreement or the Developer pursuant to the Development Agreement. Unless authorized to do so by this Operating Agreement or by the ManagersManagers of the Company, no officer, attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Managers. Subject to receipt of the terms of applicable approvals under Sections 5.04 5.4 and 7.07 below which Sections shall control and supersede over any conflicting provisions in this Section 5.037.7 below, and to the extent the following powers have not been delegated to the Developer under the Development Agreement or the Management Company under the Management Agreement during the term of effectiveness of those agreements, in which case any such powers are reserved exclusively to Developer and/or Management Company, as applicable, either Manager Managers shall have power and authority, on behalf of the Company or in the Company’s capacity as a member of Borrower, as applicable: (a) To cause Borrower Company to acquire the Property Property, to close on the Loan and to construct and develop the Project. (b) To invest any Company funds (by way of example but not limitation) in time deposits, short-term governmental obligations, or other investments, provided the funds in any such investment vehicle (other than governmental obligations or an investment vehicle that holds only governmental obligations) are insured by the Federal Deposit Insurance Corporation (or its successor or replacement). (c) To execute all instruments and documents, including, without limitation, checks; , drafts; , notes and other negotiable instruments; purchase and sale agreements, ; mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the Company’s or Borrower’s property; assignments; bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents necessary necessary, in the opinion of the Managers, to the business of the Company. (d) To purchase liability and other insurance to protect employees, officers, property and business. (e) Subject to Section 5.14, to employ accountants, engineers, architects, surveyors, attorneys, managing agents, leasing agents, and other experts to perform services for the Company and to compensate them from Company funds. (f) To enter into any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve. (g) To create offices and designate officers, who need not be Members. Any such persons appointed to be officers of the Company may or may not be employees of the Company, any Member, or any Affiliate thereof. Any officers so appointed shall have such authority and perform such duties as the Managers may, from time to time, expressly delegate to them in writing and the officers so appointed shall serve at the pleasure of the Managers. (gh) To borrow money for the Company from banks, other lending institutions, Managers, Members, or Affiliates of the Managers or Members on such terms as the Managers deem appropriate and, in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. (i) To subdivide the Property or portions thereof. (j) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business, to the extent such acts are not reserved unto the Members pursuant to Section 7.07 another provision of this Agreement or the Developer pursuant to the Development Agreement. Unless authorized to do so by this Operating Agreement or by the Managers, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentenceincluding Section 7.7.

Certain Powers of Managers. Subject to the terms of Sections 5.04 and 7.07 below which Sections shall control and supersede over any conflicting provisions in this Section 5.03, and to the extent the following powers have not been delegated to the Developer under the Development Agreement or the Management Company under the Management Agreement during the term of effectiveness of those agreements, in which case any such powers are reserved exclusively to Developer and/or Management Company, as applicablebelow, either Manager shall have power and authority, on behalf of the Company or in the Company’s capacity as a member of BorrowerBorrower and/or as a Co-Tenant, as applicable: (a) To cause Borrower to acquire the Property and to construct and develop the Project. (b) To invest any Company funds (by way of example but not limitation) in time deposits, short-term governmental obligations, or other investments, provided the funds in any such investment vehicle are insured by the Federal Deposit Insurance Corporation (or its successor or replacement). (c) To execute all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; purchase and sale agreements, mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the Company’s or Borrower’s property; assignments; bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents necessary necessary, in the opinion of the Managers, to the business of the Company. (d) To purchase liability and other insurance to protect employees, officers, property and business. (e) Subject to Section 5.14, to employ accountants, engineers, architects, surveyors, attorneys, managing agents, leasing agents, and other experts to perform services for the Company and to compensate them from Company funds. (f) To enter into (and modify and amend) any and all other agreements on behalf of the Company, with any other Person for any purpose, in such forms as the Managers may approve, including but not limited to the Trust Agreement and the TIC Agreement (including the applicable modifications thereto arising out of or necessitated by the restructuring described in the Background Information). (g) To create offices and designate officers, who need not be Members. Any such persons appointed to be officers of the Company may or may not be employees of the Company, any Member, or any Affiliate thereof. Any officers so appointed shall have such authority and perform such duties as the Managers may, from time to time, expressly delegate to them in writing and the officers so appointed shall serve at the pleasure of the Managers. (gh) To the extent permissible in connection with the Loan, to borrow money for the Company from banks, other lending institutions, Managers, Members, or Affiliates of the Managers or Members on such terms as the Managers deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Managers or by agents or employees of the Company expressly authorized by the Managers to contract such debts or incur such liability by the Managers. (i) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business, including but not limited to acting as the manager of the Borrower as provided in the Amended and Restated Limited Liability Company Agreement of Borrower and appointing successor trustees under the Trust Agreement, to the extent such acts are not reserved unto the Members pursuant to Section 7.07 of this Agreement or the Developer pursuant to the Development Agreement. Unless authorized to do so by this Operating Agreement (or previously authorized under the Original Operating Agreement) or by the Managers, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Managers. Subject Without limiting the generality of Section 4.1, and subject to the terms requirements of Sections 5.04 and 7.07 below which Sections shall control and supersede over any conflicting provisions in this Section 5.03, Article V for approval by a Majority Vote and to any other provision of this Agreement establishing greater requirements, the extent the following powers have not been delegated to the Developer under the Development Agreement or the Management Company under the Management Agreement during the term of effectiveness of those agreements, in which case any such powers are reserved exclusively to Developer and/or Management Company, as applicable, either Manager Managers shall have power and authority, on behalf of the Company: (i) To acquire property from any Person as the Managers may determine. (ii) To borrow money for the Company from banks, other lending institutions, the Manager, Members, or affiliates of the Manager or Members on such terms as the Managers deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company, to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Managers, or to the extent permitted under the Delaware Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers. (iii) To purchase liability and other insurance to protect the Company’s capacity as a member of Borrower, as applicable: (a) To cause Borrower to acquire the Property property and to construct and develop the Projectbusiness. (biv) To hold and own any Company real and/or personal properties in the name of the Company. (v) To invest any Company funds temporarily (by way of example but and not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments, provided the funds in any such investment vehicle are insured by the Federal Deposit Insurance Corporation (or its successor or replacement). (cvi) To execute on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; , notes and other negotiable instruments; purchase and sale agreements, mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the Company’s or Borrower’s property; assignments; bills of sale; leases; partnership agreements; , operating agreements of other limited liability companies; and any other instruments or documents necessary necessary, in the opinion of the Managers, to the business of the Company. Except as otherwise limited by the Operating Agreement, execution of such instruments and documents may be made either (a) by Two Managers or (b) by One Manager and the Chief Operating Officer or any Vice President. (dvii) To purchase liability and other insurance to protect employees, officers, property and business. (e) Subject to Section 5.14, to employ accountants, engineers, architects, surveyors, attorneyslegal counsel, managing agents, leasing agents, and agents or other experts to perform services for the Company and to compensate them from Company funds. (fviii) To create offices enter into any and designate officers, who need not be Members. Any such persons appointed to be officers of the Company may or may not be employees all other agreements on behalf of the Company, with any Memberother Person for any purpose, or any Affiliate thereof. Any officers so appointed shall have in such authority and perform such duties forms as the Managers may, from time to time, expressly delegate to them in writing and the officers so appointed shall serve at the pleasure of the Managersmay approve. (gix) Notwithstanding Section 4.3(vi) to designate a bank as depository for Company funds and to authorize the execution of such resolutions as said depository bank may reasonably require designating such person or persons whose signatures shall be required on any checks, drafts, notes, bonds or other instruments withdrawing funds from or incurring obligations to such depository bank and covering related matters. (x) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business, to the extent such acts are not reserved unto the Members pursuant to Section 7.07 of this Agreement or the Developer pursuant to the Development Agreement. Unless authorized to do so by this Operating Agreement or by the ManagersManagers of the Company, no officer, attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Managers. Subject Without limiting the generality of Section 4.1, and subject to the terms requirements of Sections 5.04 and 7.07 below which Sections shall control and supersede over any conflicting provisions in this Section 5.03, Article V for approval by a Majority Vote and to any other provision of this Agreement establishing greater requirements, the extent the following powers have not been delegated to the Developer under the Development Agreement or the Management Company under the Management Agreement during the term of effectiveness of those agreements, in which case any such powers are reserved exclusively to Developer and/or Management Company, as applicable, either Manager Managers shall have power and authority, on behalf of the Company: (i) To acquire property from any Person as the Managers may determine. (ii) To borrow money for the Company from banks, other lending institutions, the Manager, Members, or affiliates of the Manager or Members on such terms as the Managers deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company, to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Managers, or to the extent permitted under the Delaware Act, by agents or employees of the Company expressly authorized to contract such debt or incur such liability by the Managers. (iii) To purchase liability and other insurance to protect the Company’s capacity as a member of Borrower, as applicable: (a) To cause Borrower to acquire the Property property and to construct and develop the Projectbusiness. (biv) To hold and own any Company real and/or personal properties in the name of the Company. (v) To invest any Company funds temporarily (by way of example but and not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments, provided the funds in any such investment vehicle are insured by the Federal Deposit Insurance Corporation (or its successor or replacement). (cvi) To execute an behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; purchase and sale agreements, mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the Company’s or Borrower’s property; assignments; bills of sale; leases; partnership agreements; , operating agreements of other limited liability companies; and any other instruments or documents necessary necessary, in the opinion of the Managers, to the business of the Company. (dvii) To purchase liability and other insurance to protect employees, officers, property and business. (e) Subject to Section 5.14, to employ accountants, engineers, architects, surveyors, attorneyslegal counsel, managing agents, leasing agents, and agents or other experts to perform services for the Company and to compensate them from Company funds. (fviii) To create offices enter into any and designate officers, who need not be Members. Any such persons appointed to be officers of the Company may or may not be employees all other agreements on behalf of the Company, with any Memberother Person for any purpose, or any Affiliate thereof. Any officers so appointed shall have in such authority and perform such duties forms as the Managers may, from time to time, expressly delegate to them in writing and the officers so appointed shall serve at the pleasure of the Managersmay approve. (gix) Notwithstanding Section 4.3(vi) to designate a bank as depository for Company funds and to authorize the execution of such resolutions as said depository bank may reasonably require designating such person or persons whose signatures shall be required on any checks, drafts, notes, bonds or other instruments withdrawing funds from or incurring obligations to such depository bank and covering related matters. (x) To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business, to the extent such acts are not reserved unto the Members pursuant to Section 7.07 of this Agreement or the Developer pursuant to the Development Agreement. Unless authorized to do so by this Operating Agreement or by the ManagersManagers of the Company, no officer, attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of Managers. Subject Without limiting the generality of Section 5.1 but subject to the terms of Sections 5.04 and 7.07 below which Sections shall control and supersede over any conflicting provisions in this Section 5.03, and powers reserved to the extent Member pursuant to Section 4.6, the following powers have not been delegated to the Developer under the Development Agreement or the Management Company under the Management Agreement during the term of effectiveness of those agreements, in which case any such powers are reserved exclusively to Developer and/or Management Company, as applicable, either Manager Managers shall have power and authority, on behalf of the Company:‌ 5.3.1. To acquire property from any Person as the Managers may determine, whether or not such Person is directly or indirectly affiliated or connected with any Manager or Member; 5.3.2. To borrow money for the Company from banks, other lending institutions, the Managers, Member, or affiliates of the Managers or Member on such terms as the Managers deem appropriate, and in connection therewith, to hypothecate, encumber and grant security interests in the assets of the Company to secure repayment of the borrowed sums. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Managers, or to the extent permitted under the Act, by agents or employees of the Company expressly authorized by the Managers to contract such debt or incur such liability by the Managers; 5.3.3. To purchase liability and other insurance to protect the Company’s capacity as a member property and business; Company; 5.3.4. To hold and own Company real and personal properties in the name of Borrower, as applicable:the (a) To cause Borrower to acquire the Property and to construct and develop the Project. (b) 5.3.5. To invest any Company funds (by way of example but not limitation) in time deposits, short-term governmental obligations, commercial paper or other investments; 5.3.6. Upon the approval of the Member as set forth in Section 4.6, provided to sell or otherwise dispose of all or substantially all of the funds assets of the Company as part of a single transaction or plan as long as such disposition is not in violation of or a cause of a default under any such investment vehicle are insured by other agreement to which the Federal Deposit Insurance Corporation (or its successor or replacement).Company may be bound; (c) 5.3.7. To execute authorize the execution on behalf of the Company all instruments and documents, including, without limitation, checks; drafts; notes and other negotiable instruments; purchase and sale agreements, mortgages or deeds of trust; security agreements; financing statements; deeds, contracts, settlement statements, agreements, affidavits and any other documents providing for the acquisition, mortgage or disposition of the Company’s or Borrower’s property; assignments; , bills of sale; leases; partnership agreements; operating agreements of other limited liability companies; and any other instruments or documents necessary to the business of the Company.; (d) 5.3.8. To purchase liability and other insurance to protect employees, officers, property and business. (e) Subject to Section 5.14, to employ engage accountants, engineers, architects, surveyors, attorneyslegal counsel, managing agents, leasing agents, and agents or other experts to perform services for the Company subject to the reserved powers of the Member as set forth in Section 4.6; 5.3.9. To enter into a Services and to compensate them from Company funds. (f) To create offices Management Agreement with the Member and designate officers, who need not be Members. Any such persons appointed to be officers perform the obligations of the Company may or may not be employees under that Agreement; 5.3.10. To enter into any and all other agreements on behalf of the Company, any Member, or any Affiliate thereof. Any officers so appointed shall have in such authority and perform such duties forms as the Managers may, from time to time, expressly delegate to them in writing may approve; 5.3.11. To approve and establish a strategic plan for the officers so appointed shall serve at the pleasure of the Managers.Company; and (g) 5.3.12. To do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s business, business in the ordinary course to the extent such acts are not reserved unto to the Members Member in Section 4.6. All contracts, leases and agreements to which the Company is a party and all documents and instruments made on behalf of and creating any obligation or liability on the part of the Company (including, without limitation, checks and drafts on Company accounts) shall be signed (i) by the Treasurer and either the Chair or the Director or (ii) or pursuant to Section 7.07 authorization by the Board of this Agreement Managers; and unless authorized by the Board of Managers, no individual Manager or Officer shall have the Developer pursuant authority to the Development Agreementexecute any such contracts, leases, agreements, documents or instruments. Unless authorized to do so by this Operating Agreement or by the Board of Managers, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniary for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers or Members to act as an agent of the Company in accordance with the previous sentence.