Common use of Manager Authority Clause in Contracts

Manager Authority. The Manager shall have all authority, rights and powers conferred by law (subject to Section 7.4 and Section 8.2, if required) and those required or appropriate to the management of the Company’s business, which, by way of illustration but not by way of limitation, shall include the right, authority and power to cause the Company to: 7.3.1 Acquire, hold, operate, sell, exchange and otherwise dispose of the Business; 7.3.2 Plan, manage and coordinate the Business, obtain all necessary licenses, permits and entitlements in connection therewith, and enter into any contracts and agreements with any Affiliates or third parties to perform any services for the Business; 7.3.3 Borrow money, and, if security is required therefor, pledge or mortgage or subject Property to any security device, obtain replacements of any mortgage or other security device and prepay, in whole or in part, refinance, increase, modify, consolidate or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Manager, in its sole discretion, deems to be in the best interest of the Company and the Business; 7.3.4 Enter into such contracts and agreements as the Manager determines to be reasonably necessary or appropriate in connection with the Company’s business and purpose (including contracts with Affiliates of the Manager), and any contract of insurance that the Manager deems necessary or appropriate for the protection of the Company, the Business and the Manager, including errors and omissions insurance, for the conservation of the assets of the Company or for any purpose convenient or beneficial to the Company or the Business; 7.3.5 Employ Persons, who may be Affiliates of the Manager, in the operation and management of the business of the Company; 7.3.6 Prepare or cause to be prepared reports, statements and other relevant information for distribution to the Members; 7.3.7 Open accounts and deposit and maintain funds in the name of the Company in banks, savings and loan associations, “money market” mutual funds and other instruments as the Manager may deem in its discretion to be necessary or desirable; 7.3.8 Cause the Company to make or revoke any of the elections referred to in the Code (the Manager shall have no obligation to make any such elections); 7.3.9 Select as the Company’s accounting year a calendar or fiscal year as may be approved by the Internal Revenue Service (the Company initially intends to adopt the calendar year); 7.3.10 Determine the appropriate accounting method or methods to be used by the Company; 7.3.11 In addition to any amendments otherwise authorized herein, amend this Agreement without any action on the part of the Members by special or general power of attorney or otherwise: (a) To add to the representations, duties, services or obligations of the Manager or its Affiliates, for the benefit of the Members; (b) To cure any ambiguity or mistake, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agreement; (c) To amend this Agreement to reflect the addition or substitution of the Members or the reduction of the Capital Accounts upon the return of capital to the Members; (d) To minimize the adverse impact of, or comply with, any final regulation of the United States Department of Labor, or other federal agency having jurisdiction, defining “plan assets” for ERISA purposes; (e) To reconstitute the Company under the laws of another state if beneficial; (f) To execute, acknowledge and deliver any and all instruments to effectuate the foregoing, including the execution, acknowledgment and delivery of any such instrument by the attorney-in-fact for the Manager under a special or limited power of attorney, and to take all such actions in connection therewith as the Manager shall deem necessary or appropriate with the signature of the Manager acting alone; and (g) To make any changes to this Agreement as requested or required by any lender or potential lender which may be required to obtain financing including, but not limited to, complying with any special purpose entity requirements; 7.3.12 Require in any Company contract that the Manager shall not have any personal liability, but that the Person contracting with the Company is to look solely to the Company and its assets for satisfaction; 7.3.13 Lease personal property for use by the Company; 7.3.14 Establish reserves from income in such amounts as the Manager may deem appropriate; 7.3.15 Temporarily invest the proceeds from sale of Units in short-term, highly-liquid investments; 7.3.16 Make secured or unsecured loans to the Company and receive interest at the rates set forth herein; 7.3.17 Represent the Company and the Members as the “partnership representative” within the meaning of the Code in discussions with the Internal Revenue Service regarding the tax treatment of items of Company income, loss, deduction or credit, or any other matter reflected in the Company’s returns, and to agree to final Company administrative adjustments or file a petition for a readjustment of the Company items in question with the applicable court;

Manager Authority. The Manager shall have all authority, rights and powers conferred by law (subject to Section 7.4 and Section 8.2, if required) and those required or appropriate to the management of the Company’s business, which, by way of illustration but not by way of limitation, shall include the right, authority and power to cause the Company Company, either directly or as a manager, general partner or member of the Venture (including any subsidiary of the Venture), to: 7.3.1 Acquire, own, hold and dispose of the interest in the Venture and manage the Venture to qualify as a Qualified Opportunity Zone Property; 7.3.2 Take all actions as the manager of the Venture; 7.3.3 Acquire, hold, operate, sell, exchange and otherwise dispose of the Venture and the Business; 7.3.2 7.3.4 Plan, manage and coordinate the Business, obtain all necessary licenses, permits and entitlements in connection therewith, and enter into any contracts and agreements with any Affiliates or third parties to perform any services for the BusinessBusiness through the Venture; 7.3.3 7.3.5 Borrow money, and, if security is required therefor, pledge or mortgage or subject Property to any security device, obtain replacements of any mortgage or other security device and prepay, in whole or in part, refinance, increase, modify, consolidate or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Manager, in its sole discretion, deems to be in the best interest of the Company Company, the Venture and the Business; 7.3.4 7.3.6 Enter into such contracts and agreements as the Manager determines to be reasonably necessary or appropriate in connection with the Company’s or the Venture’s business and purpose (including contracts with Affiliates of the Manager), and any contract of insurance that the Manager deems necessary or appropriate for the protection of the Company, the Venture, the Business and the Manager, including errors and omissions insurance, for the conservation of the assets of the Company and the Venture, or for any purpose convenient or beneficial to the Company Company, the Venture or the Business; 7.3.5 7.3.7 Employ Persons, who may be Affiliates of the Manager, in the operation and management of the business of the CompanyCompany or the Venture; 7.3.6 7.3.8 Prepare or cause to be prepared reports, statements and other relevant information for distribution to the Members; 7.3.7 7.3.9 Open accounts and deposit and maintain funds in the name of the Company or the Venture in banks, savings and loan associations, “money market” mutual funds and other instruments as the Manager may deem in its discretion to be necessary or desirable; 7.3.8 7.3.10 Cause the Company or the Venture to make or revoke any of the elections referred to in the Code (the Manager shall have no obligation to make any such elections); 7.3.9 7.3.11 Select as the Company’s or the Venture’s accounting year a calendar or fiscal year as may be approved by the Internal Revenue Service (the Company and the Venture initially intends intend to adopt the calendar year); 7.3.10 7.3.12 Determine the appropriate accounting method or methods to be used by the CompanyCompany and the Venture; 7.3.11 7.3.13 In addition to any amendments otherwise authorized herein, amend this Agreement without any action on the part of the Members by special or general power of attorney or otherwise: (a) To add to the representations, duties, services or obligations of the Manager or its Affiliates, for the benefit of the Members; (b) To cure any ambiguity or mistake, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agreement; (c) To amend this Agreement to reflect the addition or substitution of the Members or the reduction of the Capital Accounts upon the return of capital to the Members; (d) To minimize the adverse impact of, or comply with, any final regulation of the United States Department of Labor, or other federal agency having jurisdiction, defining “plan assets” for ERISA purposes; (e) To reconstitute the Company or the Venture under the laws of another state if beneficial; (f) To execute, acknowledge and deliver any and all instruments to effectuate the foregoing, including the execution, acknowledgment and delivery of any such instrument by the attorney-in-fact for the Manager under a special or limited power of attorney, and to take all such actions in connection therewith as the Manager shall deem necessary or appropriate with the signature of the Manager acting alone; and (g) To make any changes to this Agreement as requested or required by any lender or potential lender which may be required to obtain financing including, but not limited to, complying with any special purpose entity requirements; 7.3.12 7.3.14 Require in any Company or Venture contract that the Manager shall not have any personal liability, but that the Person contracting with the Company or the Venture is to look solely to the Company or the Venture and its assets their assets, as applicable, for satisfaction; 7.3.13 7.3.15 Lease personal property for use by the CompanyCompany or the Venture; 7.3.14 7.3.16 Establish reserves from income in such amounts as the Manager may deem appropriate; 7.3.15 7.3.17 Temporarily invest the proceeds from sale of Units in short-term, highly-liquid investments; 7.3.16 7.3.18 Make secured or unsecured loans to the Company or the Venture and receive interest at the rates set forth herein; 7.3.17 7.3.19 Represent the Company and the Members as the “partnership representative” within the meaning of the Code in discussions with the Internal Revenue Service regarding the tax treatment of items of Company income, loss, deduction or credit, or any other matter reflected in the Company’s returns, and to agree to final Company administrative adjustments or file a petition for a readjustment of the Company items in question with the applicable court;

Manager Authority. The Manager shall have all authority, rights and powers conferred by law (subject only to Section 7.4 and Section 8.2, if required7.4) and those required or appropriate to the management of the Company’s 's business, which, by way of illustration but not by way of limitation, shall include the right, authority and power to cause the Company to: 7.3.1 Acquire, hold, develop, lease, rent, operate, sell, exchange exchange, subdivide and otherwise dispose of all property, including the BusinessProperties; 7.3.2 Plan, manage and coordinate the Business, obtain all necessary licenses, permits and entitlements in connection therewith, and enter into any contracts and agreements with any Affiliates or third parties to perform any services for the Business; 7.3.3 Borrow money, and, if security is required therefor, to pledge or mortgage or subject Property the Properties to any security device, to obtain replacements of any mortgage or other security device and to prepay, in whole or in part, refinance, increase, modify, consolidate consolidate, or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Manager, in its sole discretion, deems to be in the best interest of the Company and Company; 7.3.3 Place record title to, or the Businessright to use, the Properties in the name or names of a nominee or nominees for any purpose convenient or beneficial to the Company; 7.3.4 Enter into such contracts and agreements as the Manager determines to be reasonably necessary or appropriate in connection with the Company’s 's business and purpose (including contracts with Affiliates of the Manager), and any contract of insurance that the Manager deems necessary or appropriate for the protection of the Company, the Business Company and the Manager, including errors and omissions insurance, for the conservation of the assets of the Company assets, or for any purpose convenient or beneficial to the Company or the BusinessCompany; 7.3.5 Employ Personspersons, who may be Affiliates of the Manager, in the operation and management of the business of the Company; 7.3.6 Prepare or cause to be prepared reports, statements statements, and other relevant information for distribution to the Members;. 7.3.7 Open accounts and deposit deposits and maintain funds in the name of the Company in banks, savings and loan associations, “"money market” " mutual funds and other instruments as the Manager may deem in its discretion to be necessary or desirable; 7.3.8 Cause the Company to make or revoke any of the elections referred to in the Code (the Manager shall have no obligation to make any such elections); 7.3.9 Select as the Company’s its accounting year a calendar or fiscal year as may be approved by the Internal Revenue Service (the Company initially intends to adopt the calendar year); 7.3.10 Determine the appropriate accounting method or methods to be used by the Company; 7.3.11 In addition to any amendments otherwise authorized herein, amend this Agreement without any action on the part of the Members by special or general power of attorney or otherwise: (a) To add to the representations, duties, services or obligations of the Manager or its Affiliates, for the benefit of the Members; (b) To cure any ambiguity or mistake, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agreement; (c) To delete or add any provision of this Agreement required to be so deleted or added for the benefit of the Members by the staff of the Securities and Exchange Commission or by a state "Blue Sky" Commissioner or similar official; (d) To amend this Agreement to reflect the addition or substitution of the Members or the reduction of the Capital Accounts upon the return of capital to the Members; (de) To minimize the adverse impact of, or comply with, any final regulation of the United States Department of Labor, or other federal agency having jurisdiction, defining “"plan assets” " for ERISA purposes; (ef) To reconstitute the Company under the laws of another state if beneficial; (fg) As required by a lender who has made a loan to the Company secured by the Properties or as required by a lender in connection with a refinancing that has been properly approved by the Company; and (h) To execute, acknowledge and deliver any and all instruments to effectuate the foregoing, including the execution, acknowledgment and delivery of any such instrument by the attorneyartorney-in-fact for the Manager under a special or limited power of attorney, and to take all such actions in connection therewith as the Manager shall deem necessary or appropriate with the signature of the Manager acting alone; and (g) To make any changes to this Agreement as requested or required by any lender or potential lender which may be required to obtain financing including, but not limited to, complying with any special purpose entity requirements;. 7.3.12 Require in any Company contract that the Manager shall not have any personal liability, but that the Person person or entity contracting with the Company is to look solely to the Company and its assets for satisfaction; 7.3.13 Lease personal property for use by the Company; 7.3.14 Establish reserves from income in such amounts as the Manager may deem appropriate; 7.3.15 Temporarily invest the proceeds from sale of Investor Units in short-term, highly-highly liquid investments; 7.3.16 Make secured or unsecured loans to the Company and receive interest at the rates set forth herein; 7.3.17 Represent the Company and the Members as the “partnership representative” "tax matters partner" within the meaning of the Code in discussions with the Internal Revenue Service regarding the tax treatment of items of Company income, loss, deduction or credit, or any other matter reflected in the Company’s 's returns, and and, if deemed in the best interest of the Members, to agree to final Company administrative adjustments or file a petition for a readjustment of the Company items in question with the applicable court; 7.3.18 Redeem or repurchase Investor Units on behalf of the Company; 7.3.19 Hold an election for a successor Manager before the resignation, expulsion or dissolution of the Manager; 7.3.20 Initiate legal actions, settle legal actions and defend legal actions on behalf of the Company; 7.3.21 Admit itself as a Member; 7.3.22 Take all actions and make any decision under the Management Agreement; 7.3.23 Execute and amend the Management Agreement; 7.3.24 Enter into any transaction with any partnership or venture; 7.3.25 Place all or a portion of the Properties in a single purpose or bankruptcy remote entity, or otherwise structure or restructure the Company to accommodate any financing for the Properties; 7.3.26 Perform any and all other acts which the Manager is obligated to perform hereunder; 7.3.27 Subcontract with Affiliates and third parties, in the Manager's sole discretion, to perform some or all management functions set forth herein; and

Manager Authority. The Manager shall have all authority, rights and powers conferred by law (subject only to Section 7.4 and Section 8.2, if required7.4) and those required or appropriate to the management of the Company’s 's business, which, by way of illustration but not by way of limitation, shall include the right, authority and power to cause the Company to: 7.3.1 Acquire, hold, develop, lease, rent, operate, sell, exchange exchange, subdivide and otherwise dispose of Property including the BusinessMortgaged Premises; 7.3.2 Plan, manage and coordinate the Business, obtain all necessary licenses, permits and entitlements in connection therewith, and enter into any contracts and agreements with any Affiliates or third parties to perform any services for the Business; 7.3.3 Borrow money, and, if security is required therefor, to pledge or mortgage or subject Property to any security device, to obtain replacements of any mortgage or other security device and to prepay, in whole or in part, refinance, increase, modify, consolidate con solidate, or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Manager, in its sole discretion, deems to be in the best interest of the Company and the BusinessCompany; 7.3.4 7.3.3 Enter into such contracts and agreements as the Manager determines to be reasonably necessary or appropriate in connection with the Company’s 's business and purpose (including contracts with Affiliates of the Manager), and any contract of insurance that the Manager deems necessary or appropriate for the protection of the Company, the Business and the Manager, including errors and omissions insurance, for the conservation of the assets of the Company or for any purpose convenient or beneficial to the Company or the Businesspurpose; 7.3.5 7.3.4 Employ Persons, who may be Affiliates of the Manager, persons in the operation and management of the business of the Company; 7.3.6 7.3.5 Prepare or cause to be prepared reports, statements statements, and other relevant information for distribution to the Members; 7.3.7 7.3.6 Open accounts and deposit deposits and maintain funds in the name of the Company in banks, savings and loan associations, “"money market” " mutual funds and other instruments as the Manager may deem in its discretion to be necessary or desirable; 7.3.8 7.3.7 Cause the Company to make or revoke any of the elections referred to in the Code (the Manager shall have no obligation to make any such elections); 7.3.9 7.3.8 Select as the Company’s its accounting year a calendar or fiscal year as may be approved by the Internal Revenue Service (the Company initially intends to adopt the calendar year); 7.3.10 7.3.9 Determine the appropriate accounting method or methods to be used by the Company; 7.3.11 In addition to any amendments otherwise authorized herein, amend this Agreement without any action on the part of the Members by special or general power of attorney or otherwise: (a) To add to the representations, duties, services or obligations of the Manager or its Affiliates, for the benefit of the Members; (b) To cure any ambiguity or mistake, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agreement; (c) To amend this Agreement to reflect the addition or substitution of the Members or the reduction of the Capital Accounts upon the return of capital to the Members; (d) To minimize the adverse impact of, or comply with, any final regulation of the United States Department of Labor, or other federal agency having jurisdiction, defining “plan assets” for ERISA purposes; (e) To reconstitute the Company under the laws of another state if beneficial; (f) To execute, acknowledge and deliver any and all instruments to effectuate the foregoing, including the execution, acknowledgment and delivery of any such instrument by the attorney-in-fact for the Manager under a special or limited power of attorney, and to take all such actions in connection therewith as the Manager shall deem necessary or appropriate with the signature of the Manager acting alone; and (g) To make any changes to this Agreement as requested or required by any lender or potential lender which may be required to obtain financing including, but not limited to, complying with any special purpose entity requirements; 7.3.12 7.3.10 Require in any Company contract that the Manager shall not have any personal liability, but that the Person person or entity contracting with the Company is to look solely to the Company and its assets for satisfaction; 7.3.13 7.3.11 Lease personal property for use by the Company; 7.3.14 7.3.12 Establish reserves from income in such amounts as the Manager may deem appropriate; 7.3.15 Temporarily invest the proceeds from sale of Units in short-term, highly-liquid investments; 7.3.16 Make secured or unsecured loans to the Company and receive interest at the rates set forth herein; 7.3.17 7.3.13 Represent the Company and the Members as the “partnership representative” "tax matters partner" within the meaning of the Code in discussions with the Internal Revenue Service regarding the tax treatment of items of Company income, loss, deduction or credit, or any other matter reflected in the Company’s 's returns, and and, if deemed in the best interest of the Members, to agree to final Company administrative adjustments or file a petition for a readjustment of the Company items in question with the applicable court;

Manager Authority. The Manager shall have all authority, rights and powers conferred by law (subject to Section 7.4 and Section 8.2, if required) and those required or appropriate appro priate to the management of the Company’s 's business, which, by way of illustration but not by way of limitation, shall include the right, authority and power to cause the Company to: 7.3.1 Acquire, hold, develop, lease, rent, operate, sell, exchange exchange, subdivide and otherwise dispose of Property including the BusinessLLC and the Hotel; 7.3.2 Plan, manage and coordinate the Business, obtain all necessary licenses, permits and entitlements in connection therewith, and enter into any contracts and agreements with any Affiliates or third parties to perform any services for the Business; 7.3.3 Borrow money, and, if security is required therefor, to pledge or mortgage or subject Property to any security device, to obtain replacements of any mortgage or other security device and to prepay, in whole or in part, refinance, increase, modify, consolidate con solidate, or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Manager, in its sole discretion, deems to be in the best interest of the Company and the BusinessCompany; 7.3.4 7.3.3 Enter into such contracts and agreements as the Manager determines to be reasonably necessary or appropriate in connection with the Company’s 's business and purpose (including contracts with Affiliates of the Manager), and any contract of insurance that the Manager deems necessary or appropriate for the protection of the Company, the Business Company and the Manager, including errors and omissions insurance, for the conservation of the assets of the Company assets, or for any purpose convenient or beneficial to the Company or the BusinessCompany; 7.3.5 7.3.4 Employ Personspersons, who may be Affiliates of the Manager, in the operation and management of the business of the Company; 7.3.6 7.3.5 Prepare or cause to be prepared reports, statements statements, and other relevant information for distribution to the Members; 7.3.7 7.3.6 Open accounts and deposit deposits and maintain funds in the name of the Company in banks, savings and loan associations, “"money market” " mutual funds and other instruments as the Manager may deem in its discretion to be necessary or desirable; 7.3.8 7.3.7 Cause the Company to make or revoke any of the elections referred to in the Code (the Manager shall have no obligation to make any such elections); 7.3.9 7.3.8 Select as the Company’s its accounting year a calendar or fiscal year as may be approved by the Internal Revenue Service (the Company initially intends to adopt the calendar year); 7.3.10 7.3.9 Determine the appropriate accounting method or methods to be used by the Company; 7.3.11 In addition to any amendments otherwise authorized herein, amend this Agreement without any action on the part of the Members by special or general power of attorney or otherwise: (a) To add to the representations, duties, services or obligations of the Manager or its Affiliates, for the benefit of the Members; (b) To cure any ambiguity or mistake, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agreement; (c) To amend this Agreement to reflect the addition or substitution of the Members or the reduction of the Capital Accounts upon the return of capital to the Members; (d) To minimize the adverse impact of, or comply with, any final regulation of the United States Department of Labor, or other federal agency having jurisdiction, defining “plan assets” for ERISA purposes; (e) To reconstitute the Company under the laws of another state if beneficial; (f) To execute, acknowledge and deliver any and all instruments to effectuate the foregoing, including the execution, acknowledgment and delivery of any such instrument by the attorney-in-fact for the Manager under a special or limited power of attorney, and to take all such actions in connection therewith as the Manager shall deem necessary or appropriate with the signature of the Manager acting alone; and (g) To make any changes to this Agreement as requested or required by any lender or potential lender which may be required to obtain financing including, but not limited to, complying with any special purpose entity requirements; 7.3.12 7.3.10 Require in any Company contract that the Manager shall not have any personal liability, but that the Person person or entity contracting with the Company is to look solely to the Company and its assets for satisfaction; 7.3.13 7.3.11 Lease personal property for use by the Company; 7.3.14 7.3.12 Establish reserves from income in such amounts as the Manager may deem appropriate; 7.3.15 Temporarily invest the proceeds from sale of Units in short-term, highly-liquid investments; 7.3.16 7.3.13 Make secured or unsecured loans to the Company and receive interest at the rates set forth herein; 7.3.17 7.3.14 Represent the Company and the Members as the “partnership representative” "tax matters partner" within the meaning of the Code in discussions with the Internal Revenue Service regarding the tax treatment of items of Company income, loss, deduction or credit, or any other matter reflected in the Company’s 's returns, and and, if deemed in the best interest of the Members, to agree to final Company administrative adjustments or file a petition for a readjustment of the Company items in question with the applicable court;

Manager Authority. The Manager shall have all authority, rights and powers conferred by law (subject to Section 7.4 6.4 and Section 8.27.2, if required) and those required or appropriate to the management of the Company’s 's business, which, by way of illustration but not by way of limitation, shall include the right, authority and power to cause the Company Company, or any of its subsidiaries, to: 7.3.1 Acquire6.3.1 originate, fund, acquire, structure, hold, develop, operate, sell, exchange exchange, subdivide and otherwise dispose of assets of the BusinessCompany, including the Assets; 7.3.2 Plan6.3.2 in its sole and absolute discretion, manage and coordinate extend the Business, obtain all necessary licenses, permits and entitlements in connection therewith, and enter into any contracts and agreements with any Affiliates or third parties Offering Termination Date for up to perform any services for two extensions of six months each. 6.3.3 increase the Businessmaximum number of holders of Units; 7.3.3 Borrow 6.3.4 borrow money, and, if security is required therefor, to pledge or mortgage or subject Property Assets to any security device, to obtain replacements of any mortgage or other security device and to prepay, in whole or in part, refinance, increase, modify, consolidate consolidate, or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Manager, in its sole discretion, deems to be in the best interest of the Company and the BusinessCompany; 7.3.4 Enter 6.3.5 enter into such contracts and agreements as the Manager determines to be reasonably necessary or appropriate in connection with the Company’s 's business and purpose (including contracts with Affiliates of the Manager), ) and any contract of insurance that the Manager deems necessary or appropriate for the protection of the Company, the Business Company and the Manager, including errors and omissions insurance, for the conservation of the assets of the Company assets, or for any purpose convenient or beneficial to the Company or the BusinessCompany; 7.3.5 Employ Persons6.3.6 employ persons, who may be Affiliates of the Manager, in the operation and management of the business of the Company; 7.3.6 Prepare 6.3.7 prepare or cause to be prepared reports, statements and other relevant information for distribution to the Members; 7.3.7 Open 6.3.8 open accounts and deposit deposits and maintain funds in the name of the Company in banks, savings and loan associations, “"money market” " mutual funds and other instruments as the Manager may deem in its discretion to be necessary or desirable; 7.3.8 Cause 6.3.9 cause the Company to make or revoke any of the elections referred to in the Code (the Manager shall have no obligation to make any such elections); 7.3.9 Select 6.3.10 select as the Company’s its accounting year a calendar or fiscal year as may be approved by the Internal Revenue Service (the Company has initially intends to adopt adopted the calendar year); 7.3.10 Determine 6.3.11 determine the appropriate accounting method or methods to be used by the Company; 7.3.11 In 6.3.12 enter into the Merger Agreements and to take all actions determined by the Manager in its discretion to be necessary to consummate the Mergers, including the issuance of Units and Termination Units and the payment of cash consideration to the Terra Fund Unitholders in the Mergers and the execution, delivery and acknowledgement of all documents, agreements and instruments that the Manager in its sole discretion determines are useful or required in connection therewith; 6.3.13 enter into the Management Agreement; 6.3.14 in addition to any amendments otherwise authorized herein, except for amendments relating to (i) the obligations of the Members to make contributions to the Company, and (ii) permitted transfers of the Units, which although such amendments may be effectuated by the Manager, will not be effective against any Member without such Member's written consent, amend this Agreement without any action on the part of the Members by special or general power of attorney or otherwise: (a) To to add to the representations, duties, services or obligations of the Manager or its Affiliates, for the benefit of the Members; (b) To to cure any ambiguity or mistake, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agreement; (c) To to delete or add any provision of this Agreement required to be so deleted or added for the benefit of the Members by the staff of the Securities and Exchange Commission or by a state "Blue Sky" Commissioner or similar official; (d) to amend this Agreement to reflect the addition or substitution of the Members or the reduction of the Capital Accounts upon the return of capital to the Members; (d) To minimize the adverse impact of, or comply with, any final regulation of the United States Department of Labor, or other federal agency having jurisdiction, defining “plan assets” for ERISA purposes; (e) To to reconstitute the Company under the laws of another state if beneficial; (f) To change the name and/or principal place of business; (g) decrease the rights and powers of the Manager (so long as such decrease does not impair the ability of the Manager to manage the Company and conduct its business affairs); (h) modify this Agreement to make any changes as requested or required by any lender or potential lender which may be required to obtain financing or to add or delete any such provisions after repayment of any such loans; (i) to make reasonable determinations regarding whether the continued participation of a Member would result in the assets of the Company being deemed "plan assets" for ERISA purposes, as defined under ERISA or by any regulation of the U.S. Department of Labor, or other federal agency having jurisdiction (a "Plan Asset Event"), and shall take reasonable steps to correct or cure the Plan Asset Event and, in the event that the Manager determines that it is not reasonably possible to correct or cure such Plan Asset Event, taking into account the overall interests of the Company and its Members, redeem any Member's Units, or require the sale of all or any portion of any Redeemed Member's Units to one or more Members, in whole or in part, at a redemption price equal to the Plan Asset Redemption Value; (j) to execute, acknowledge and deliver any and all instruments to effectuate the foregoing, including the execution, acknowledgment and delivery of any such instrument by the attorney-in-fact for the Manager under a special or limited power of attorney, and to take all such actions in connection therewith as the Manager shall deem necessary or appropriate with the signature of the Manager acting alone; (k) modify this Agreement in any manner that the Manager in its sole discretion determines is useful or required in furtherance of the Mergers; (l) modify this Agreement to make any changes necessary to enable the Company to make a Distribution in-kind of REIT Shares; and (gm) To make admit as the Manager any changes person or entity assigned a Manager's interest pursuant to Section 9.4 of this Agreement as requested or required by any lender or potential lender which may be required to obtain financing including, but not limited to, complying with any special purpose entity requirements;Agreement. 7.3.12 Require 6.3.15 require in any Company contract that the Manager shall not have any personal liability, liability but that the Person person or entity contracting with the Company is to look solely to the Company and its assets for satisfaction; 7.3.13 Lease 6.3.16 lease personal property for use by the Company; 7.3.14 Establish 6.3.17 establish reserves from income in such amounts as the Manager may deem appropriate; 7.3.15 Temporarily 6.3.18 temporarily invest the proceeds from sale of Units in short-term, highly-liquid investments; 7.3.16 Make 6.3.19 make secured or unsecured loans to the Company and receive interest at the rates set forth herein; 7.3.17 Represent 6.3.20 represent the Company and the Members as the “partnership representative” "tax matters partner" within the meaning of the Code in discussions with the Internal Revenue Service regarding the tax treatment of items of Company income, loss, deduction or credit, credit or any other matter reflected in the Company’s returns's returns and, and to if deemed in the best interest of the Members, agree to final Company administrative adjustments or file a petition for a readjustment of the Company items in question with the applicable court; 6.3.21 offer and sell Units to the public through any licensed Affiliate or licensed non-Affiliate, employ licensed personnel, agents and dealers for such purpose; 6.3.22 redeem or repurchase Units on behalf of the Company; 6.3.23 hold an election for a successor Manager before its resignation, expulsion or dissolution; 6.3.24 initiate legal actions, settle legal actions and defend legal actions on behalf of the Company; 6.3.25 admit itself as a Member; 6.3.26 enter into any transaction with any partnership or venture; 6.3.27 merge or combine the Company or "roll-up" the Company into a partnership, limited liability company or other entity, subject to a Majority Vote of the Units 6.3.28 consummate the Mergers with the Terra Funds and implement further amendments to the Original Agreement and this Agreement, that the Manager in its sole discretion determines are useful or required in furtherance of the foregoing; 6.3.29 issue additional Units from time to time for such consideration as the Manager shall determine; 6.3.30 place all or a portion of the Assets in a single purpose or bankruptcy remote entity, or otherwise structure or restructure the Company to accommodate any financing for all or a portion of the Assets; 6.3.31 perform any and all other acts which the Manager is obligated to perform hereunder; 6.3.32 appoint officers of the Company as set forth in Section 6.11 of this Agreement; 6.3.33 grant to an external manager, by entering into the Management Agreement, authority, power and discretion to manage and control the business, affairs and Assets of the REIT or its subsidiaries, to make all decisions regarding those matters and to perform any and all other acts or activities customary or incident to the management of the REIT, in consideration for such fees and expenses as specified in the Management Agreement; and 6.3.34 execute, acknowledge and deliver any and all instruments to effectuate the foregoing and all transactions and actions described in, or contemplated by, the Memorandum, and take all such actions in connection therewith as the Manager may deem necessary or appropriate. Any and all documents or instruments may be executed on behalf and in the name of the Company by the Manager.

Manager Authority. The Manager shall have all authority, rights and powers conferred by law (subject only to Section 7.4 and Section 8.2, if required7.4) and those required for or appropriate to the management of the Company’s 's business, whichwhich include, by way of illustration illustration, but not by way of limitation, shall include the right, authority and power to cause the Company to: 7.3.1 Acquire, hold, develop, lease, rent, operate, sell, exchange exchange, subdivide and otherwise dispose of all property, including its Interest in one or more of the BusinessProperties; 7.3.2 Plan, manage and coordinate the Business, obtain all necessary licenses, permits and entitlements in connection therewith, and enter into any contracts and agreements with any Affiliates or third parties to perform any services for the Business; 7.3.3 Borrow money, and, if security is required therefor, to pledge or mortgage or subject Property the Interests and or Properties to any security device, to obtain replacements of any mortgage or other security device and to prepay, in whole or in part, refinance, increase, modify, consolidate consolidate, or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Manager, in its sole and absolute discretion, deems to be in the best interest of the Company and Company; 7.3.3 Place record title to, or the Businessright to use its interest in the Properties in the name or names of a nominee or nominees for any purpose convenient or beneficial to the Company; 7.3.4 Enter into such contracts and agreements as the Manager determines to be reasonably necessary or appropriate in connection with the Company’s 's business and purpose (including contracts with Affiliates of the Manager), and any contract of insurance that the Manager deems necessary or appropriate for the protection of the Company, the Business Company and the Manager, including errors and omissions insurance, for the conservation of the assets of the Company assets, or for any purpose convenient or beneficial to the Company or the BusinessCompany; 7.3.5 Employ Personspersons, who may be Affiliates of the Manager, in the operation and management of the business of the Company; 7.3.6 Prepare or cause to be prepared reports, statements statements, and other relevant information for distribution to the Members;. 7.3.7 Open accounts and deposit deposits and maintain funds in the name of the Company in banks, savings and loan associations, “"money market” ," mutual funds and other instruments as the Manager Manager, in its sole and absolute discretion may deem in its discretion to be necessary or desirable; 7.3.8 Cause the Company to make or revoke any of the elections referred to in the Code (Code, provided that the Manager shall have no obligation to make any such elections); 7.3.9 Select as the Company’s its accounting year a calendar or fiscal year as may be approved by the Internal Revenue Service (Service, provided that the Company initially intends to adopt the calendar year); 7.3.10 Determine the appropriate accounting method or methods to be used by the Company; 7.3.11 In addition to any amendments otherwise authorized herein, amend this Agreement without any action on the part of the Members by special or general power of attorney or otherwiseMembers: (a) To add to the representations, duties, services or obligations of the Manager or its Affiliates, for the benefit of the Members; (b) To cure any ambiguity or mistake, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agreement; (c) To delete or add any provision of this Agreement required to be so deleted or added for the benefit of the Members by the staff of the Securities and Exchange Commission or by any state "Blue Sky" Commissioner or similar official; (d) To amend this Agreement to reflect the addition or substitution of the Members or the reduction of the Capital Accounts upon the return of capital to the Members; (de) To minimize the adverse impact of, or comply with, any final regulation of the United States Department of Labor, or other federal agency having jurisdiction, defining “"plan assets” " for ERISA purposes; (ef) To reconstitute the Company under the laws of another state if beneficialbeneficial for tax or other purposes; (fg) As required by any lender who has made a Loan secured by any of the Properties or as required by a lender in connection with a refinancing that has been properly approved by the Company; and (h) To execute, acknowledge and deliver any and all instruments to effectuate the foregoing, including by way of illustration, but not limitation, the execution, acknowledgment and delivery of any such instrument by the attorney-in-fact for the Manager under a special or limited power of attorney, and to take all such actions in connection therewith as the Manager Manager, in its sole and absolute discretion, shall deem necessary or appropriate with the signature of the Manager acting alone; and (g) To make any changes to this Agreement as requested or required by any lender or potential lender which may be required to obtain financing including, but not limited to, complying with any special purpose entity requirements;. 7.3.12 Require in any Company contract that the Manager shall not have any personal liability, but that the Person person or entity contracting with the Company is to look solely to the Company and its assets for satisfaction; 7.3.13 Lease personal property for use by the Company; 7.3.14 Establish reserves from income in such amounts as the Manager may deem appropriate; 7.3.15 Temporarily invest the proceeds from sale of Investor Units in short-term, highly-liquid investments; 7.3.16 Make secured or unsecured loans to the Company and receive interest at the rates set forth herein; 7.3.17 Represent the right (but not the obligation) to represent the Company and the Members as the “partnership representative” "tax matters partner" within the meaning of the Code in discussions with the Internal Revenue Service regarding the tax treatment of items of Company income, loss, deduction or credit, or any other matter reflected in the Company’s 's returns, and and, if deemed in the best interest of the Members, to agree to final Company administrative adjustments or file a petition for a readjustment of the Company items in question with the applicable court; 7.3.18 Redeem or repurchase Investor Units on behalf of the Company; 7.3.19 Hold an election for a successor Manager before the resignation, expulsion or dissolution of the Manager; 7.3.20 Initiate legal actions, settle legal actions and defend legal actions on behalf of the Company; 7.3.21 Admit itself as a Member; 7.3.22 Take all actions and make any decision on behalf of the Company under the Management Agreement; 7.3.23 Execute and amend the Management Agreement on behalf of the Company; 7.3.24 Enter into any transaction with any partnership or venture; 7.3.25 Place all or a portion of its Interests in the Properties in a single purpose or bankruptcy remote entity, or otherwise structure or restructure the Company to accommodate any financing for its Interests in the Properties and for other good business purposes such as limiting liability; 7.3.26 Perform any and all other acts which the Manager is obligated to perform hereunder;

Manager Authority. The Manager shall have all authority, rights rights, and powers conferred by law (subject only to Section 7.4 and Section 8.2, if required7.4) and those required or appropriate to the management of the Company’s business, which, by way of illustration illustration, but not by way of limitation, shall include the right, authority authority, and power to cause the Company to: 7.3.1 Acquire, hold, operate, sell, exchange and otherwise dispose of the Business; 7.3.2 Plan, manage and coordinate the Business, obtain all necessary licenses, permits and entitlements in connection therewith, and enter into any contracts and agreements with any Affiliates or third parties to perform any services for the Business; 7.3.3 (a) Borrow money, and, if security is required therefor, to pledge or mortgage or subject Property the Portfolio Investments to any security device, to obtain replacements of any mortgage or other security device and to prepay, in whole or in part, refinance, increase, modify, consolidate consolidate, or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Manager, in its sole discretion, deems to be in the best interest of the Company and the BusinessCompany; 7.3.4 (b) Enter into such contracts and agreements as the Manager determines to be reasonably necessary or appropriate in connection with the Company’s business and purpose (including contracts with Affiliates of the Manager), and any contract of insurance that the Manager deems necessary or appropriate for the protection of the Company, the Business Company and the Manager, including errors and omissions insurance, for the conservation of the assets of the Company assets, or for any purpose convenient or beneficial to the Company or the BusinessCompany; 7.3.5 (c) Employ Personspersons, who may be Affiliates of the Manager, in the operation and management of the business of the Company; 7.3.6 (d) Prepare or cause to be prepared reports, statements statements, and other relevant information for distribution to the Members; 7.3.7 (e) Open accounts and deposit accounts, make deposits and maintain funds in the name of the Company in banks, savings and loan associations, “money market” mutual funds and other instruments as the Manager may deem in its discretion to be necessary or desirable; 7.3.8 (f) Cause the Company to make or revoke any of the elections referred to in the Code (the Manager shall have no obligation to make any such elections); 7.3.9 (g) Select as the Company’s its accounting year a calendar or fiscal year as may be approved by the Internal Revenue Service (the Company initially intends to adopt the calendar year); 7.3.10 (h) Determine the appropriate accounting method or methods to be used by the Company; 7.3.11 (i) In addition to any amendments otherwise authorized herein, amend this Agreement without any action on the part of the Members by special or general power of attorney or otherwise: (ai) To add to the representations, duties, services or obligations of the Manager or its Affiliates, for the benefit of the Members; (bii) To cure any ambiguity or mistake, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agreement; (ciii) To delete or add any provision of this Agreement required to be so deleted or added for the benefit of the Members by the staff of the Securities and Exchange Commission or by a state “Blue Sky” Commissioner or similar official; (iv) To amend this Agreement to reflect the addition or substitution of the Members or the reduction of the Capital Accounts upon the return of capital to the Members; (dv) To minimize the adverse impact of, or comply with, any final regulation of the United States Department of Labor, or other federal agency having jurisdiction, defining “plan assets” for ERISA purposes; (evi) To reconstitute the Company under the laws of another state if beneficial; (fvii) As required by a lender who has made a loan to the Company secured by the Portfolio Investments or as required by a lender in connection with refinancing that the Company has properly approved; (viii) To modify the allocation provisions of the Operating Agreement to comply with Section 704(b) and Section 514(c)(9) of the Code; Company; (ix) To change the name and/or principal place of business of the (x) To decrease the rights and powers of the Manager (so long as such decrease does not impair the ability of the Manager to manage the Company and conduct its business affairs); and (xi) To execute, acknowledge and deliver any and all instruments to effectuate the foregoing, including the execution, acknowledgment acknowledgment, and delivery of any such instrument by the attorney-in-fact for the Manager under a special or limited power of attorney, and to take all such actions in connection therewith as the Manager shall deem necessary or appropriate with the signature of the Manager acting alone; and. (gj) To make any changes to this Agreement as requested or required by any lender or potential lender which may be required to obtain financing including, but not limited to, complying with any special purpose entity requirements; 7.3.12 Require in any Company contract that the Manager shall not have any personal liability, but that the Person person or entity contracting with the Company is to look solely to the Company and its assets for satisfaction; 7.3.13 (k) Lease personal property for use by the Company; 7.3.14 (l) Establish reserves from income in such amounts as the Manager may deem appropriate; 7.3.15 (m) Temporarily invest the proceeds from the sale of Units Interests in short-term, highly-liquid investments; 7.3.16 (n) Make secured or unsecured loans to the Company and receive interest at the rates set forth herein; 7.3.17 (o) Represent the Company and the Members as the “partnership representativetax matters partner” within the meaning of the Code in discussions with the Internal Revenue Service regarding the tax treatment of items of Company income, loss, deduction or credit, or any other matter reflected in the Company’s returns, and and, if deemed in the best interest of the Members, to agree to final Company administrative adjustments or file a petition for a readjustment of the Company items in question with the applicable court; (p) Redeem or repurchase Interests on behalf of the Company; (q) Hold an election for a successor Manager before the resignation, expulsion, or dissolution of the Manager; (r) Initiate, settle and defend legal actions on behalf of the Company; (s) Admit itself as a Member; (t) Take all actions and make any decision for the Company under the Management Agreement; (u) Enter into any transaction with any partnership or venture; (v) Perform any and all other acts which the Manager is obligated to perform hereunder; (w) Subcontract with Affiliates and third parties, in the Manager’s sole discretion, to perform some or all management functions set forth herein; and (x) Execute, acknowledge and deliver any and all instruments to effectuate the foregoing and take all such actions in connection therewith as the Manager may deem necessary or appropriate. Any and all documents or instruments may be executed on behalf and in the name of the Company by the Manager.

Manager Authority. The Manager shall have all authority, rights and powers conferred by law (subject only to Section 7.4 and Section 8.2, if required7.4) and those required or appropriate to the management of the Company’s business, which, by way of illustration illustration, but not by way of limitation, shall include the right, authority and power to cause the Company to: 7.3.1 Acquire, hold, operate, sell, exchange and otherwise dispose of the Business; 7.3.2 Plan, manage and coordinate the Business, obtain all necessary licenses, permits and entitlements in connection therewith, and enter into any contracts and agreements with any Affiliates or third parties to perform any services for the Business; 7.3.3 (a) Borrow money, and, if security is required therefor, to pledge or mortgage or subject Property the Portfolio Investments to any security device, to obtain replacements of any mortgage or other security device and to prepay, in whole or in part, refinance, increase, modify, consolidate consolidate, or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Manager, in its sole discretion, deems to be in the best interest of the Company and the BusinessCompany; 7.3.4 (b) Enter into such contracts and agreements as the Manager determines to be reasonably necessary or appropriate in connection with the Company’s business and purpose (including contracts with Affiliates of the Manager), and any contract of insurance that the Manager deems necessary or appropriate for the protection of the Company, the Business Company and the Manager, including errors and omissions insurance, for the conservation of the assets of the Company assets, or for any purpose convenient or beneficial to the Company or the BusinessCompany; 7.3.5 (c) Employ Personspersons, who may be Affiliates of the Manager, in the operation and management of the business of the Company; 7.3.6 (d) Prepare or cause to be prepared reports, statements statements, and other relevant information for distribution to the Members; 7.3.7 (e) Open accounts and deposit accounts, make deposits and maintain funds in the name of the Company in banks, savings and loan associations, “money market” mutual funds and other instruments as the Manager may deem in its discretion to be necessary or desirable; 7.3.8 (f) Cause the Company to make or revoke any of the elections referred to in the Code (the Manager shall have no obligation to make any such elections); 7.3.9 (g) Select as the Company’s its accounting year a calendar or fiscal year as may be approved by the Internal Revenue Service (the Company initially intends to adopt the calendar year); 7.3.10 (h) Determine the appropriate accounting method or methods to be used by the Company; 7.3.11 (i) In addition to any amendments otherwise authorized herein, amend this Agreement without any action on the part of the Members by special or general power of attorney or otherwise: (ai) To add to the representations, duties, services or obligations of the Manager or its Affiliates, for the benefit of the Members; (bii) To cure any ambiguity or mistake, to correct or supplement any provision herein that may be inconsistent with any other provision herein, or to make any other provision with respect to matters or questions arising under this Agreement that will not be inconsistent with the provisions of this Agreement; (ciii) To delete or add any provision of this Agreement required to be so deleted or added for the benefit of the Members by the staff of the Securities and Exchange Commission or by a state “Blue Sky” Commissioner or similar official; (iv) To amend this Agreement to reflect the addition or substitution of the Members or the reduction of the Capital Accounts upon the return of capital to the Members; (dv) To minimize the adverse impact of, or comply with, any final regulation of the United States Department of Labor, or other federal agency having jurisdiction, defining “plan assets” for ERISA purposes; (evi) To reconstitute the Company under the laws of another state if beneficial; (fvii) As required by a lender who has made a loan to the Company secured by the Portfolio Investments or as required by a lender in connection with a refinancing that has been properly approved by the Company; (viii) To modify the allocation provisions of the Operating Agreement to comply with Section 704(b) and Section 514(c)(9) of the Code; (ix) To change the name and/or principal place of business of the Company; (x) To decrease the rights and powers of the Manager (so long as such decrease does not impair the ability of the Manager to manage the Company and conduct its business affairs); and (xi) To execute, acknowledge and deliver any and all instruments to effectuate the foregoing, including the execution, acknowledgment and delivery of any such instrument instru- ment by the attorney-in-fact for the Manager under a special or limited power of attorney, and to take all such actions in connection therewith as the Manager shall deem necessary or appropriate with the signature of the Manager acting alone; and. (gj) To make any changes to this Agreement as requested or required by any lender or potential lender which may be required to obtain financing including, but not limited to, complying with any special purpose entity requirements; 7.3.12 Require in any Company contract that the Manager shall not have any personal liability, but that the Person person or entity contracting with the Company is to look solely to the Company and its assets for satisfaction; 7.3.13 (k) Lease personal property for use by the Company; 7.3.14 (l) Establish reserves from income in such amounts as the Manager may deem appropriate; 7.3.15 (m) Temporarily invest the proceeds from sale of Units Interests in short-term, highly-highly- liquid investments; 7.3.16 (n) Make secured or unsecured loans to the Company and receive interest at the rates set forth herein; 7.3.17 (o) Represent the Company and the Members as the “partnership representativetax matters partner” within the meaning of the Code in discussions with the Internal Revenue Service regarding the tax treatment of items of Company income, loss, deduction or credit, or any other matter reflected in the Company’s returns, and and, if deemed in the best interest of the Members, to agree to final Company administrative adjustments or file a petition for a readjustment of the Company items in question with the applicable court; (p) Redeem or repurchase Interests on behalf of the Company; (q) Hold an election for a successor Manager before the resignation, expulsion or dissolution of the Manager; (r) Initiate, settle and defend legal actions on behalf of the Company; (s) Admit itself as a Member; (t) Take all actions and make any decision for the Company under the Management Agreement; (u) Enter into any transaction with any partnership or venture; (v) Perform any and all other acts which the Manager is obligated to perform hereunder; (w) Subcontract with Affiliates and third parties, in the Manager’s sole discretion, to perform some or all management functions set forth herein; and (x) Execute, acknowledge and deliver any and all instruments to effectuate the foregoing and take all such actions in connection therewith as the Manager may deem necessary or appropriate. Any and all documents or instruments may be executed on behalf and in the name of the Company by the Manager.