Common use of Certain Powers of the Managers Clause in Contracts

Certain Powers of the Managers. Subject to the provisions of this Agreement and the Act, and without limiting the generality of Section 7.3 but subject to Section 7.5, the Managers shall have the specific power and authority, on behalf of the Company to: (a) 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 any action pursuant to or in respect of any contract, agreement, instrument, deed, mortgage, certificate, check, note, bond or obligation for any Company purpose; (b) select and remove all officers, employees, agents, consultants and advisors of the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation; (c) employ accountants, legal counsel, agents or experts to perform services for the Company and to compensate them from Company funds; (d) borrow money and incur indebtedness for the purposes of the Company, and to cause to be executed and delivered in the name of the Company, or to authorize any individual Manager, officer or other Person 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 funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments; (f) change the principal office and Records Office of the Company to other locations within Nevada and establish from time to time one or more subsidiary offices of the Company; (g) attend, act and vote, or designate any individual Manager, officer or other Person to attend, act and vote, at any 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 the Company any and all rights and powers incident to such ownership; and (h) do and perform all other acts as may be necessary or appropriate to the conduct of the Company's business.

Certain Powers of the Managers. Subject to the provisions of this Agreement and the Act, and without Without limiting the generality general authority of the Managers provided in Section 7.3 but subject to Section 7.55.1 hereof and except as otherwise provided in this Agreement, the Managers shall have the specific power and authority, authority on behalf of the Company to: (a) enter intotake all action and executing and delivering all documents and agreements, executein each case in the name and on behalf of the Company, which are customarily considered administrative in nature or are authorized by the Members in accordance with this Agreement or are authorized for the Managers to execute or deliver and commit to, or authorize any individual Manager, officer or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, mortgage, certificate, check, note, bond or obligation for any Company purpose;this Agreement, (b) select and remove all officers, employees, agents, consultants and advisors of cause the Company to pay the fees under contracts to which the Company is a party or to professionals retained by the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation; (c) employ accountants, legal counsel, agents or experts to perform services for administer the Company and to compensate them from Company fundsday-to-day activities of the Company; (d) borrow money invest any and incur indebtedness for the purposes all cash reserves of the Company, and Company in short term securities issued by the United States Treasury or in such other investments as may be approved from time to cause to be executed and delivered time by the Members; (e) open bank accounts in the name of the Company, or to authorize any individual Manager, officer or other Person 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 funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;; and (f) change take such other actions as are authorized by the principal office and Records Office Members in accordance with this Agreement or are otherwise expressly authorized to be taken by the Managers pursuant to this Agreement. Unless authorized to do so by this Operating Agreement, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to other locations within Nevada and establish from time bind the Company in any way, to time one pledge its credit or more subsidiary offices 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 a Requisite Vote. This Section 5.3 supersedes any authority granted to the Members pursuant to Section 15-1 of the Company; (g) attend, act Act. Any Member who takes any action or binds the Company in violation of this Section 5.3 shall be solely responsible for any loss and vote, or designate any individual Manager, officer or other Person to attend, act and vote, at any meetings expense incurred by the Company as a result of the owners of any entity in which unauthorized action and shall indemnify and hold the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident harmless with respect to such ownership; and (h) do and perform all other acts as may be necessary loss or appropriate to the conduct of the Company's businessexpense.

Certain Powers of the Managers. Subject to the provisions of this Agreement and the Act, and without Without limiting the generality of Section 7.3 but subject to Section 7.5Sections 3.1 and 3.2, the Managers shall have the specific power and authority, on behalf of the Company toCompany: (a) enter intoTo borrow money for the Company from banks, executeother lending institutions, deliver and commit tothe Managers, Members, or authorize any individual Manageraffiliates of the Managers or Members or others on such terms and for such uses as a majority of Voting Interests of the Members deem appropriate, officer 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 other Person to enter into, execute, deliver and commit toliability incurred by or on behalf of the Company except by the Managers, or take any action pursuant to the extent permitted under the Act, by agents or in respect employees of any contract, agreement, instrument, deed, mortgage, certificate, check, note, bond the Company expressly authorized to contract such debt or obligation for any Company purposeincur such liability by the Managers; (b) select To purchase liability and remove all officers, employees, agents, consultants and advisors of other insurance to protect the Company, prescribe such powers ’s property and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensationbusiness; (c) To hold and own any Company real and/or personal properties in the name of the Company; (d) 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; (e) Upon the affirmative vote of the Members holding at least a Majority of all Voting Interests, 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, provided, however, that the affirmative vote of the Members shall not be required with respect to any sale or disposition of the Company’s assets in the ordinary course of the Company’s business. The Managers are authorized to execute all deeds and closing documents for the sale of units or lots in the ordinary course of business in accordance with this Agreement; (f) 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; 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 opinion of the Managers, to the business of the Company; (g) To employ accountants, legal counsel, managing agents or other experts to perform services for the Company and to compensate them from Company funds; (dh) borrow money To enter into any and incur indebtedness for the purposes all other agreements on behalf of the Company, and to cause to be executed and delivered in the name of the Company, or to authorize with any individual Manager, officer or other Person to execute and deliver for any purpose, in such forms as 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 funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments; (f) change the principal office and Records Office of the Company to other locations within Nevada and establish from time to time one or more subsidiary offices of the Company; (g) attend, act and vote, or designate any individual Manager, officer or other Person to attend, act and vote, at any meetings of the owners of any entity in which the Company Managers may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident to such ownershipapprove; and (hi) To 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 this Operating Agreement or by a Manager or Managers 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 pecuniarily for any purpose. No Member shall have any power or authority to bind the Company unless the Member has been authorized by the Managers to act as an agent of the Company in accordance with the previous sentence.

Certain Powers of the Managers. Subject to the provisions of this Agreement and the Act, and without Without limiting the generality general authority of the Managers provided in Section 7.3 but subject to Section 7.55.1 hereof and except as otherwise provided in this Agreement, the Managers shall have the specific power and authority, authority on behalf of the Company to: (a) enter intotake all action and executing and delivering all documents and agreements, executein each case in the name and on behalf of the Company, which are customarily considered administrative in nature or are authorized by the Members in accordance with this Agreement or are authorized for the Managers to execute or deliver and commit to, or authorize any individual Manager, officer or other Person to enter into, execute, deliver and commit to, or take any action pursuant to or in respect of any contract, agreement, instrument, deed, mortgage, certificate, check, note, bond or obligation for any Company purposethis Agreement; (b) select and remove all officers, employees, agents, consultants and advisors of cause the Company to pay the fees under contracts to which the Company is a party or to professionals retained by the Company, prescribe such powers and duties for them as may be consistent with law, the Articles and this Agreement and fix their compensation; (c) employ accountants, legal counsel, agents or experts to perform services for administer the Company and to compensate them from Company fundsday-to-day activities of the Company; (d) borrow money invest any and incur indebtedness for the purposes all cash reserves of the Company, and Company in short term securities issued by the United States Treasury or in such other investments as may be approved from time to cause to be executed and delivered time by the Members; (e) open bank accounts in the name of the Company, or to authorize any individual Manager, officer or other Person 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 funds of the Company in (by way of example but not limitation) time deposits, short-term governmental obligations, commercial paper or other investments;; and (f) change take such other actions as are authorized by the principal office and Records Office Members in accordance with this Agreement or are otherwise expressly authorized to be taken by the Managers pursuant to this Agreement. Unless authorized to do so by this Operating Agreement, no attorney-in-fact, employee or other agent of the Company shall have any power or authority to other locations within Nevada and establish from time bind the Company in any way, to time one pledge its credit or more subsidiary offices 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 a Requisite Vote. This Section 5.3 supersedes any authority granted to the Members pursuant to Section 15-1 of the Company; (g) attend, act Act. Any Member who takes any action or binds the Company in violation of this Section 5.3 shall be solely responsible for any loss and vote, or designate any individual Manager, officer or other Person to attend, act and vote, at any meetings expense incurred by the Company as a result of the owners of any entity in which unauthorized action and shall indemnify and hold the Company may own an interest or to take action by written consent in lieu thereof, and to exercise for the Company any and all rights and powers incident harmless with respect to such ownership; and (h) do and perform all other acts as may be necessary loss or appropriate to the conduct of the Company's businessexpense.