Common use of Managers Authority Clause in Contracts

Managers Authority. The Manager shall have all authority, rights and powers conferred by law (subject to Section 7.4 and Section 8.2) 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, in its own capacity or in its capacity as the manager, general partner or member of any subsidiary of the Company, to: 7.3.1 Enter into any limited liability company agreement, partnership agreement, other operating agreement or any joint venture directly or for any subsidiary; 7.3.2 Take all actions as the manager, general partner, or member of any subsidiary; 7.3.3 Acquire, hold, develop, lease, rent, operate, sell, exchange and otherwise dispose of Property; 7.3.4 Plan, manage and coordinate the operation of 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 in connection with the Business; 7.3.5 Place record title to, or the right to use, the Property in the name or names of a nominee or nominees for any purpose convenient or beneficial to the Company; 7.3.6 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 or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Managers, in their sole discretion, deems to be beneficial; 7.3.7 Provide guarantees with respect to any loan or preferred equity obtained by the Company; 7.3.8 Enter into such contracts and agreements as the Managers determine to be reasonably necessary or appropriate in connection with the Company’s business and purpose (including contracts with Affiliates of the Managers) and any contract of insurance that the Managers deem necessary or appropriate for the protection of the Company, any subsidiary, the Managers and any officers, including errors and omissions insurance, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company; 7.3.9 Employ Persons, who may be Affiliates of the Managers, in the operation and management of the business of the Company or any subsidiary; 7.3.10 Prepare or cause to be prepared reports, statements and other relevant information for distribution to the Members; 7.3.11 Open accounts and deposit and maintain funds in the name of the Company or any subsidiary in banks, savings and loan associations, “money market” mutual funds and in such other entities or instruments as the Managers may deem in their discretion to be necessary or desirable; 7.3.12 Cause the Company to make or revoke any of the elections referred to in the Code (the Managers shall have no obligation to make any such elections); 7.3.13 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); 7.3.14 Determine the appropriate accounting method or methods to be used by the Company; 7.3.15 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 Managers 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 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, acknowledgement and delivery of any such instrument by the attorney-in-fact for the Managers under a special or limited power of attorney, and to take all such actions in connection therewith as the Managers shall deem necessary or appropriate with the signature of the Managers 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; 7.3.16 Structure or restructure the Company to accommodate any financing or to comply with the Qualified Opportunity Zone provisions; 7.3.17 Take any action and perform any acts necessary to qualify the Fund as a Qualified Opportunity Fund and the Company as a Qualified Opportunity Zone Property in accordance with the provisions of the Tax Cuts and Jobs Act; 7.3.18 Temporarily invest the proceeds from Cash From Operations in short-term, highly-liquid investments; 7.3.19 Require in any Company or any subsidiary contract that the Managers shall not have any personal liability, but that the Person contracting with the Company or any subsidiary is to look solely to the Company or any subsidiary and its respective assets for satisfaction; 7.3.20 Lease personal property for use by the Company or any subsidiary; 7.3.21 Establish reserves from income in such amounts as the Managers may deem appropriate; 7.3.22 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, 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 and take any action permitted to the “partnership representative” pursuant to applicable law or regulation; 7.3.23 Initiate legal actions, settle legal actions and defend legal actions on behalf of the Company; 7.3.24 Merge or combine the Company or a subsidiary or “roll-up” the Company into a partnership, limited liability company or other entity; 7.3.25 Appoint officers of the Company as set forth in Section 7.11; 7.3.26 Structure or restructure the Company to accommodate any financing or to comply with the Qualified Opportunity Zone provisions; 7.3.27 Take any action and perform any acts necessary to qualify the Company as a Qualified Opportunity Zone Property in accordance with the Tax Cuts and Jobs Act; 7.3.28 Perform any and all other acts which the Managers are obligated to perform hereunder or which the Company or a subsidiary is obligated to perform as the manager, general partner or member of any subsidiary of the Company; 7.3.29 Admit additional Members as set forth herein; 7.3.30 Redeem or repurchase Membership Interests on behalf of the Company; 7.3.31 Hold an election for a successor Manager before the resignation, expulsion or dissolution of a Manager; and

Managers Authority. The Manager shall have all authority, rights and powers conferred by law (subject to Section 7.4 and Section 8.2) 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, in its own capacity or in its capacity as the manager, general partner or member of any subsidiary of the Company, to: 7.3.1 Enter into any limited liability company agreement, partnership agreement, other operating agreement or any joint venture directly or for any subsidiary; 7.3.2 Take all actions as the manager, general partner, or member of any subsidiary; 7.3.3 Acquire, hold, develop, lease, rent, operate, sell, exchange and otherwise dispose of Property; 7.3.4 Plan, manage and coordinate the operation of 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 in connection with the Business; 7.3.5 Place record title to, or the right to use, the Property in the name or names of a nominee or nominees for any purpose convenient or beneficial to the Company; 7.3.6 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 or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Managers, in their sole discretion, deems to be beneficial; 7.3.7 Provide guarantees with respect to any loan or preferred equity obtained by the Company; 7.3.8 Enter into such contracts and agreements as the Managers determine to be reasonably necessary or appropriate in connection with the Company’s business and purpose (including contracts with Affiliates of the Managers) and any contract of insurance that the Managers deem necessary or appropriate for the protection of the Company, any subsidiary, the Managers and any officers, including errors and omissions insurance, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company; 7.3.9 Employ Persons, who may be Affiliates of the Managers, in the operation and management of the business of the Company or any subsidiary; 7.3.10 Prepare or cause to be prepared reports, statements and other relevant information for distribution to the Members; 7.3.11 Open accounts and deposit and maintain funds in the name of the Company or any subsidiary in banks, savings and loan associations, “money market” mutual funds and in such other entities or instruments as the Managers may deem in their discretion to be necessary or desirable; 7.3.12 Cause the Company to make or revoke any of the elections referred to in the Code (the Managers shall have no obligation to make any such elections); 7.3.13 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); 7.3.14 Determine the appropriate accounting method or methods to be used by the Company; 7.3.15 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 Managers 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 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, acknowledgement and delivery of any such instrument by the attorney-in-fact for the Managers under a special or limited power of attorney, and to take all such actions in connection therewith as the Managers shall deem necessary or appropriate with the signature of the Managers 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; 7.3.16 Structure or restructure the Company to accommodate any financing or to comply with the Qualified Opportunity Zone provisionsfinancing; 7.3.17 Take any action and perform any acts necessary to qualify the Fund as a Qualified Opportunity Fund and the Company as a Qualified Opportunity Zone Property in accordance with the provisions of the Tax Cuts and Jobs Act; 7.3.18 Temporarily invest the proceeds from Cash From Operations in short-term, highly-liquid investments; 7.3.19 7.3.18 Require in any Company or any subsidiary contract that the Managers shall not have any personal liability, but that the Person contracting with the Company or any subsidiary is to look solely to the Company or any subsidiary and its respective assets for satisfaction; 7.3.20 7.3.19 Lease personal property for use by the Company or any subsidiary; 7.3.21 7.3.20 Establish reserves from income in such amounts as the Managers may deem appropriate; 7.3.22 7.3.21 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, 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 and take any action permitted to the “partnership representative” pursuant to applicable law or regulation; 7.3.23 7.3.22 Initiate legal actions, settle legal actions and defend legal actions on behalf of the Company; 7.3.24 7.3.23 Merge or combine the Company or a subsidiary or “roll-up” the Company into a partnership, limited liability company or other entity; 7.3.25 7.3.24 Appoint officers of the Company as set forth in Section 7.11; 7.3.26 7.3.25 Structure or restructure the Company to accommodate any financing or to comply with the Qualified Opportunity Zone provisionsfinancing; 7.3.27 Take any action and perform any acts necessary to qualify the Company as a Qualified Opportunity Zone Property in accordance with the Tax Cuts and Jobs Act; 7.3.28 7.3.26 Perform any and all other acts which the Managers are obligated to perform hereunder or which the Company or a subsidiary is obligated to perform as the manager, general partner or member of any subsidiary of the Company; 7.3.29 7.3.27 Admit additional Members as set forth herein; 7.3.30 7.3.28 Redeem or repurchase Membership Interests on behalf of the Company; 7.3.31 7.3.29 Hold an election for a successor Manager before the resignation, expulsion or dissolution of a Manager; and

Managers Authority. The Manager Managers shall have all authority, rights and powers conferred by law (subject to Section 7.4 and Section 8.2) 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, in its own capacity or in its capacity as the manager, general partner or member of any subsidiary of the Company, to: 7.3.1 Enter into any limited liability company agreement, partnership agreement, other operating agreement or any joint venture directly or for any subsidiary; 7.3.2 Take all actions as the manager, general partner, partner or member of any subsidiary; 7.3.3 Acquire, hold, develop, renovate, lease, rent, operate, sell, exchange exchange, and otherwise dispose of Property; 7.3.4 Plan, manage and coordinate the operation of 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 in connection with the Business; 7.3.5 Place record title to, or the right to use, the Property in the name or names of a nominee or nominees for any purpose convenient or beneficial to the Company; 7.3.6 7.3.5 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 consolidate, or extend any mortgage or other security device. All of the foregoing shall be on such terms and in such amounts as the Managers, in their sole discretion, deems deem to be beneficialin the best interest of the Company; 7.3.7 7.3.6 Provide guarantees with respect to any loan or preferred equity obtained by the Company; 7.3.8 7.3.7 Enter into such contracts and agreements as the Managers determine to be reasonably necessary or appropriate in connection with the Company’s business and purpose (including contracts with Affiliates of the Managers) and any contract of insurance that the Managers deem necessary or appropriate for the protection of the Company, any subsidiary, the Managers and any officers, including errors and omissions insurance, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company; 7.3.9 7.3.8 Employ Persons, Persons who may be Affiliates of the Managers, in the operation and management of the business of the Company or any subsidiary; 7.3.10 7.3.9 Prepare or cause to be prepared reports, statements statements, and other relevant information for distribution to the Members; 7.3.11 7.3.10 Open accounts and deposit and maintain funds in the name of the Company or any subsidiary in banks, savings and loan associations, “money market” mutual funds and in such other entities or instruments as the Managers may deem in their discretion to be necessary or desirable; 7.3.12 7.3.11 Cause the Company or any subsidiary to make or revoke any of the elections referred to in the Code (the Managers shall have no obligation to make any such elections); 7.3.13 7.3.12 Select as the Company’s or any subsidiary’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); 7.3.14 7.3.13 Determine the appropriate accounting method or methods to be used by the CompanyCompany or any subsidiary; 7.3.15 7.3.14 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 Managers or its their 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 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, acknowledgement and delivery of any such instrument by the attorney-in-fact for the Managers under a special or limited power of attorney, and to take all such actions in connection therewith as the Managers shall deem necessary or appropriate with the signature of the Managers a 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; 7.3.16 Structure or restructure the Company to accommodate any financing or to comply with the Qualified Opportunity Zone provisions; 7.3.17 Take any action and perform any acts necessary to qualify the Fund as a Qualified Opportunity Fund and the Company as a Qualified Opportunity Zone Property in accordance with the provisions of the Tax Cuts and Jobs Act; 7.3.18 7.3.15 Temporarily invest the proceeds from Cash From Operations in short-term, highly-liquid investments; 7.3.19 7.3.16 Require in any Company or any subsidiary contract that the Managers shall not have any personal liability, but that the Person contracting with the Company or any subsidiary is to look solely to the Company or any subsidiary and its respective assets for satisfaction; 7.3.20 7.3.17 Lease personal property for use by the Company or any subsidiary; 7.3.21 7.3.18 Establish reserves from income in such amounts as the Managers may deem appropriate; 7.3.22 7.3.19 Represent the Company Company, any subsidiary 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 (or subsidiary) income, loss, deduction or credit, or any other matter reflected in the Company’s or any subsidiary’s returns, and, if deemed in the best interest of the Members, to agree to final Company or subsidiary administrative adjustments or file a petition for a readjustment of the Company or subsidiary items in question with the applicable court and take any action permitted to the “partnership representative” pursuant to applicable law or regulationcourt; 7.3.23 7.3.20 Initiate legal actions, settle legal actions and defend legal actions on behalf of the Company; 7.3.24 7.3.21 Merge or combine the Company or a subsidiary or “roll-up” the Company into a partnership, limited liability company or other entity; 7.3.25 7.3.22 Appoint officers of the Company as set forth in Section 7.11; 7.3.26 Structure or restructure the Company to accommodate any financing or to comply with the Qualified Opportunity Zone provisions; 7.3.27 Take any action and perform any acts necessary to qualify the Company as a Qualified Opportunity Zone Property in accordance with the Tax Cuts and Jobs Act; 7.3.28 7.3.23 Perform any and all other acts which the Managers are obligated to perform hereunder or which the Company or a subsidiary is obligated to perform as the manager, general partner or member of any subsidiary of the Company; 7.3.29 7.3.24 Admit additional Members as set forth herein; 7.3.30 7.3.25 Provide guarantees with respect to any loan obtained by the Company; 7.3.26 Redeem or repurchase Membership Interests on behalf of the Company; 7.3.31 7.3.27 Hold an election for a successor Manager before the resignation, expulsion or dissolution of a Manager; and