Common use of Managing Member’s Power to Amend Clause in Contracts

Managing Member’s Power to Amend. Notwithstanding Section 14.1(a), the Managing Member shall have the power, without the consent of the Non-Managing Members, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the Managing Member or surrender for the benefit of the Non-Managing Members any right or power granted to the Managing Member or any Affiliate of the Managing Member; (2) to reflect the issuance of additional Membership Interests or the admission, substitution, termination or withdrawal of Members in accordance with this Agreement; (3) to set forth the rights, powers, duties and preferences of the holders of any additional Membership Interests issued pursuant to Section 4.2(b) hereof; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Non-Managing Members in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions; (5) to satisfy any requirements, conditions or guidelines contained in any order, directive, opinion, ruling or regulation of a Federal or state agency or contained in Federal or state law; (6) to reflect such changes as are reasonably necessary for the Managing Member to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; and (7) to modify the manner in which Capital Accounts are computed as set forth in Section 4.4(e). The Managing Member will provide notice to the Non-Managing Members when any action under this Section 14.1(b) is taken.

Managing Member’s Power to Amend. Notwithstanding Section 14.1(a), the Managing Member shall have the power, without the consent of the Non-Managing Members, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the Managing Member or surrender for the benefit of the Non-Managing Members any right or power granted to the Managing Member or any Affiliate of the Managing Member; (2) to reflect the issuance of additional Membership Interests or the admission, substitution, termination termination, or withdrawal of Members in accordance with this Agreement; (3) to set forth the rights, powers, duties duties, and preferences of the holders of any additional Membership Interests issued pursuant to Section 4.2(b) hereof; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Non-Managing Members in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions; (5) to satisfy any requirements, conditions conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a Federal or state agency or contained in Federal or state law; (6) to reflect such changes as are reasonably necessary for the Managing Member to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; and (7) to modify the manner in which Capital Accounts are computed as set forth in Section 4.4(e). The Managing Member will provide notice to the Non-Managing Members when any action under this Section 14.1(b) is taken.

Managing Member’s Power to Amend. Notwithstanding Section 14.1(a), the Managing Member shall have the power, without the consent of the Non-Managing Members, to amend this Agreement as may be required to facilitate or implement any of the following purposes: (1) to add to the obligations of the Managing Member or surrender for the benefit of the Non-Managing Members any right or power granted to the Managing Member or any Affiliate of the Managing Member; (2) to reflect the issuance of additional Membership Interests or the admission, substitution, termination termination, or withdrawal of Members in accordance with this Agreement; (3) to set forth the rights, powers, duties duties, and preferences of the holders of any additional Membership Interests issued pursuant to Section 4.2(b) hereof; (4) to reflect a change that is of an inconsequential nature and does not adversely affect the Non-Managing Members in any material respect, or to cure any ambiguity, correct or supplement any provision in this Agreement not inconsistent with law or with other provisions; (5) to satisfy any requirements, conditions conditions, or guidelines contained in any order, directive, opinion, ruling or regulation of a Federal or state agency or contained in Federal or state law; (6) to reflect such changes as are reasonably necessary for the Managing Member to maintain its status as a REIT, including changes which may be necessitated due to a change in applicable law (or an authoritative interpretation thereof) or a ruling of the IRS; and (7) to modify the manner in which Capital Accounts are computed as set forth in Section 4.4(e). The Managing Member will provide notice to the Non-Managing Members when any action under this Section 14.1(b) is taken.