Common use of Certain Powers of the Manager Clause in Contracts

Certain Powers of the Manager. Without limiting the generality of Section 5.1, the Manager shall have power and authority, on behalf of the Company: (a) To take such steps as necessary to negotiate and execute loan documents, if any. (b) To take any and all steps necessary to secure re-payment of loans, if any, and any interest when due and/or refinance any loans. (c) 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 or law to which the Company may be bound; (d) To execute on behalf of the Company all instruments and documents, including, without limitation: checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, subscriptions, financing statements, documents providing for the acquisition, mortgage or disposition of the Company’s property, assignments, bills of sale, leases, partnership agreements, operating agreements of other limited liability companies, and any other instruments or documents necessary, in the sole discretion of the Manager, to the business of the Company; (e) To employ accountants, legal counsel, managing agents or 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 Manager may approve; (g) To pay any Manager or any Affiliate thereof reasonable fees for services; (h) To create offices and designate Officers; and (i) To do and perform all other acts as may be necessary or appropriate to conduct the Company’s business. Unless authorized to do so by the Manager, 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 for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager in writing to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of the Manager. Without Subject to the provisions of this Agreement (including Section 6.4), the Act and any separate instrument providing otherwise, and without limiting the generality of Section 5.17.3, but subject to Section 7.5, the Manager shall Managers shall, acting unanimously, have the specific power and authority, on behalf of the Company:Company to — (a) To Enter into, execute, deliver and commit to, or authorize any individual Manager, officer or other Person to enter into, execute, deliver and commit to, or take such steps as necessary any action pursuant to negotiate and execute loan documentsor in respect of any contract, if any.agreement, instrument, deed, mortgage, certificate, check, note, bond or obligation for any Company purpose; (b) To take any Select and remove all steps necessary to secure re-payment officers, employees, agents, consultants and advisors of loansthe Company, if anyprescribe such powers and duties for them as may be consistent with applicable law, the Articles of Organization and any interest when due and/or refinance any loans.this Agreement and fix their compensation; (c) 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 or law to which the Company may be bound; (d) To execute on behalf of the Company all instruments and documents, including, without limitation: checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, subscriptions, financing statements, documents providing for the acquisition, mortgage or disposition of the Company’s property, assignments, bills of sale, leases, partnership agreements, operating agreements of other limited liability companies, and any other instruments or documents necessary, in the sole discretion of the Manager, to the business of the Company; (e) To employ Employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds; (fd) To enter into any Borrow money and all other agreements on behalf incur indebtedness for the purposes of the Company, with and to cause to be executed and delivered in the name of the Company, or to authorize any individual Manager, officer or other Person for to execute and deliver in the name of the Company, promissory notes, bonds, debentures, deeds of trust, pledges, hypothecations or other evidence of debt and security interests; (e) Invest any purposefunds of the Company in (by way of example but not limitation) time deposits, in such forms as short-term governmental obligations, commercial paper or other investments; (f) Change the Manager may approveprincipal office and Records Office of the Company to other locations within the State of Nevada and establish from time to time one or more subsidiary offices of the Company; (g) To pay Attend, act and vote, or designate any Manager individual Manager, officer or other Person to attend, act and vote, at any Affiliate thereof reasonable fees meetings of the owners of any entity in which the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for services;the Company any and all rights and powers incident to such ownership; and (h) To create offices and designate Officers; and (i) To do Do and perform all other acts as may be necessary or appropriate to the conduct of the Company’s 's business. Unless authorized to do so by the Manager, 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 for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager in writing to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of the Manager. Without limiting the generality of Section 5.1, the Manager shall have power and authority, on behalf of the Company: (a) To take such steps as necessary to negotiate and execute loan documents, if any. (b) To take any and all steps necessary to secure re-payment of loans, if any, and any interest when due and/or refinance any loans. (c) 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 or law to which the Company may be bound; (d) To execute on behalf of the Company all instruments and documents, including, without limitation: checks, drafts, notes and other negotiable instruments, mortgages or deeds of trust, security agreements, subscriptions, financing statements, documents providing for the acquisition, mortgage or disposition of the Company’s property, assignments, bills of sale, leases, partnership agreements, operating agreements of other limited liability companies, and any other instruments or documents necessary, in the sole discretion of the Manager, to the business of the Company, subject to receiving Project Approval by the Board in accordance with Section 6.4; (e) To employ accountants, legal counsel, managing agents or 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 Manager may approve; (g) To pay any Manager or any Affiliate thereof reasonable fees for services; (h) To create offices and designate Officers; and (i) To do and perform all other acts as may be necessary or appropriate to conduct the Company’s business. Unless authorized to do so by the Manager, 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 for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager in writing to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of the Manager. Without limiting the generality of Section 5.15.1 and subject to Section 5.3, and except as provided in Section 5.11 hereof, the Manager shall have the absolute power and authority, authority on behalf of the Company: (a) To take acquire any property in the ordinary course of business from any Person as the Manager may determine. The fact that a Manager is directly or indirectly affiliated or connected with any such steps as necessary to negotiate and execute loan documents, if anyPerson shall not prohibit the Manager from dealing with that Person. (b) To take any and all steps necessary borrow money for the Company from banks, other lending institutions, the Members, or affiliates of the Members on such terms as the Manager deems appropriate. No debt shall be contracted or liability incurred by or on behalf of the Company except by the Manager, or by agents or employees of the Company expressly authorized by the Manager to secure re-payment of loans, if any, and any interest when due and/or refinance any loanscontract such debt or incur such liability. (c) To sell purchase liability and other insurance to protect the Company’s Property and business. (d) To hold or otherwise dispose of all or substantially all of own any Property in the assets name of the Company as part or to sell or dispose of a single transaction or plan so long as such disposition is not any Property in violation the ordinary course of or a cause of a default under any other agreement or law to which the Company may be bound;Company’s business. (de) 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. (f) To execute on behalf of the Company all instruments and documents, including, without limitation: , checks, ; drafts, ; notes and other negotiable instruments; mortgages, mortgages security deeds or deeds of trust, ; security agreements, subscriptions, ; financing statements, ; documents providing for the acquisition, mortgage or disposition of the Company’s property, Property; deeds; assignments, ; bills of sale, ; leases, ; partnership agreements, limited liability company agreements or operating agreements of other limited liability companies, ; and any other instruments or documents necessary, appropriate or convenient, in the sole discretion opinion of the Manager, to the business of the Company;. (eg) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds;funds.‌ (fh) To enter into the Management Agreement and the Development Agreement. (i) 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 Manager may approve;. (g) To pay any Manager or any Affiliate thereof reasonable fees for services; (h) To create offices and designate Officers; and (ij) To do and perform all other acts as may be necessary or appropriate to for the conduct of the Company’s business. (k) To vote the membership or other ownership interests the Company has in any other Entity, including, but not limited to, the units of the Subsidiary held by the Company. (l) To make any loans of Company funds, including loans to operating companies and loans not secured by real estate, but only to the extent that the making or holding of any such loan does not subject the Company or any of its subsidiaries to regulation under the 1940 Act as an “investment company” (as defined in the 1940 Act). Unless authorized to do so by this Agreement or by the Manager, 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 pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Manager in writing to act as an agent of the Company in accordance with the previous sentence.