Common use of Members’ Authority Clause in Contracts

Members’ Authority. Except as otherwise set forth in this Agreement, the Members shall have all authority, rights and powers conferred by law (subject to Section 7.3) 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: 7.2.1 Enter into any limited liability company agreement, partnership agreement, other operating agreement or any joint venture directly or for any subsidiary; 7.2.2 Take all actions as the manager, general partner, or member of any subsidiary; 7.2.3 Acquire, hold, develop, lease, rent, operate, sell, exchange, subdivide and otherwise dispose of Property; 7.2.4 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; 7.2.5 Borrow money, and, if security is required therefor, to pledge or mortgage or subject Property and the Project 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 Members deem to be in the best interest of the Company; 7.2.6 Provide guarantees with respect to any loan or preferred equity obtained by the Company; 7.2.7 Enter into such contracts and agreements as the Members determine to be reasonably necessary or appropriate in connection with the Company’s business and purpose (including contracts with Affiliates of the Members) and any contract of insurance that the Members deem necessary or appropriate for the protection of the Company, including errors and omissions insurance, for the conservation of Company assets, or for any purpose convenient or beneficial to the Company; 7.2.8 Employ Persons in the operation and management of the business of the Company; 7.2.9 Prepare or cause to be prepared reports, statements, and other relevant information for distribution to the Members; 7.2.10 Open accounts and deposit and maintain funds in the name of the Company in banks, savings and loan associations, “money market” mutual funds and in such other entities or instruments as the Members may deem in their discretion to be necessary or desirable; 7.2.11 Cause the Company to make or revoke any of the elections referred to in the Code; 7.2.12 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); 7.2.13 Determine the appropriate accounting method or methods to be used by the Company; 7.2.14 Require in any Company contract that the Members 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; 7.2.15 Lease personal property for use by the Company; 7.2.16 Establish reserves from income in such amounts as the Members may deem appropriate; 7.2.17 Represent the Company and the Members as “tax matters partner” or 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 “tax matters partner” or “partnership representative” pursuant to applicable law or regulation; 7.2.18 Initiate legal actions, settle legal actions and defend legal actions on behalf of the Company; 7.2.19 Merge or combine the Company or “roll-up” the Company into a partnership, limited liability company or other entity; 7.2.20 Appoint officers of the Company as set forth in Section 7.10; 7.2.21 Perform any and all other acts which the Members are obligated to perform hereunder or which the Company is obligated to perform as the sole member of any subsidiary of the Company; 7.2.22 Admit additional Members as set forth herein; 7.2.23 Redeem or repurchase Membership Interests on behalf of the Company;

Members’ Authority. Except as otherwise set forth The Members shall be agents of the Company. Any act of a Member including the signing of an instrument in this Agreementthe Company name, for apparently carrying on in the ordinary course the Company’s business or the business of the kind carried on by the Company binds the Company. Members shall have all authoritythe full, rights exclusive and powers conferred by law (subject to Section 7.3) complete duty 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: 7.2.1 Enter into any limited liability company agreement, partnership agreement, other operating agreement or any joint venture directly or for any subsidiary; 7.2.2 Take all actions as the manager, general partner, or member of any subsidiary; 7.2.3 Acquire, hold, develop, lease, rent, operate, sell, exchange, subdivide and otherwise dispose of Property; 7.2.4 Place record title to, or the right to usemanage and control and within their discretion, the Property in the name or names of a nominee or nominees for make all decisions and take any purpose convenient or beneficial to the Company; 7.2.5 Borrow money, and, if security is required therefor, to pledge or mortgage or subject Property and the Project 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 Members deem to be in the best interest of the Company; 7.2.6 Provide guarantees with respect to any loan or preferred equity obtained by the Company; 7.2.7 Enter into such contracts and agreements as the Members determine to be reasonably necessary or appropriate action in connection with the Company’s business business. (a) Acquire and purpose (including contracts with Affiliates of the Members) and enter into any contract of for insurance that which the Members deem Member deems necessary or appropriate and proper for the protection of the Company, including errors and omissions insurance, for the conservation of Company the Company’s assets, or for any purpose convenient or beneficial to the Company; 7.2.8 Employ Persons in (b) Approve all employment and independent contractor agreements, including the operation right to hire and management of the business fire such personnel, and employ, from time to time on behalf of the Company, individuals on such terms and for such compensations as the Member shall determine; 7.2.9 Prepare (c) Make decisions as to accounting principles and elections, whether for book or cause tax purposes (and such decisions may be different for each purpose and may require the engagement of an independent auditor to be prepared reports, statements, audit the books and other relevant information for distribution to records of the MembersCompany); 7.2.10 (d) Set up or modify recordkeeping, billing and accounts payable accounting systems; (e) Open checking, savings and any other accounts and deposit and maintain funds in banks or similar financial institutions, in the name of the Company Company, and deposit cash in banksand withdraw cash from such accounts. (f) Execute, savings make perform and loan associations, “money market” mutual funds carry out on behalf of and in such the name of, the Company all types of contracts, agreements, instruments, notes, certificates, titles or other entities documents of any kind or instruments nature as deemed necessary and desirable by the Members may deem in their discretion to be necessary or desirableMember; 7.2.11 Cause the Company to make (g) Amend, extend, or revoke modify any of the elections referred to in the Code; 7.2.12 Select as the Company’s accounting year a calendar contract or fiscal year as may be approved by the Internal Revenue Service (the Company initially intends to adopt the calendar year); 7.2.13 Determine the appropriate accounting method or methods to be used agreement at any time entered into by the Company, provided that the Member uses their best efforts to ensure that all such contracts, or agreements are representative of fair market value; 7.2.14 Require in (h) Commence, prosecute or defend any Company contract that the Members 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; 7.2.15 Lease personal property for use by the Company; 7.2.16 Establish reserves from income in such amounts as the Members may deem appropriate; 7.2.17 Represent the Company and the Members as “tax matters partner” or 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 proceeding in the Company’s returns, name; and, if deemed in (i) Do and refrain from doing all acts necessary or desirable to carry out the best interest of the Members, to agree to final Company administrative adjustments or file a petition Business for a readjustment of the Company items in question with the applicable court and take any action permitted to the “tax matters partner” or “partnership representative” pursuant to applicable law or regulation; 7.2.18 Initiate legal actions, settle legal actions and defend legal actions on behalf of the Company; 7.2.19 Merge or combine the Company or “roll-up” the Company into a partnership, limited liability company or other entity; 7.2.20 Appoint officers of the Company as set forth in Section 7.10; 7.2.21 Perform any and all other acts which the Members are obligated to perform hereunder or which the Company is obligated to perform as the sole member of any subsidiary of the Company; 7.2.22 Admit additional Members as set forth herein; 7.2.23 Redeem or repurchase Membership Interests on behalf of the Company;formed.