Common use of Powers of the Manager Clause in Contracts

Powers of the Manager. Except as otherwise provided in this Agreement, the Manager has exclusive management and control of the business of the Company and each Series to make all decisions affecting the Company and each Series, and has the rights, power and authority granted hereunder and by law to obligate and bind the Company and each Series, on behalf of and in the name of the Company and each Series, to take any action of any kind and to do anything it deems necessary or advisable, including, without limitation, the following: 3.2.1 Enter into, make and perform such contracts, agreements, joint ventures, Series spin-offs, co-investment vehicles and other undertakings, and to do such other acts as the Manager may deem necessary or advisable for, or as may be incidental to, the conduct of the business and furtherance of the purposes of the Company and each Series; 3.2.2 Cause the Company or a Series to grant any interests in the assets, profit and income of the Company or a Series; 3.2.3 Consent to the assignment of Interests to other Persons and consent to the admission of other Persons as Members; 3.2.4 Cause the Company or any Series to dissolve; 3.2.5 Cause any sale, transfer, exchange, mortgage, financing, hypothecation or encumbrance of all or any part of the assets of the Company or any Series or modify the terms of the foregoing; 3.2.6 Determine major accounting policies including selection of accounting methods and making decisions regarding treatment and allocation of transactions for federal and state income, franchise or other tax purposes; 3.2.7 Determine the terms and conditions of all borrowing of the Company or a Series and identity of any lender; 3.2.8 Determine major policies and decisions regarding any Capital Commitments and Capital Contributions; 3.2.9 Purchase liability and other insurance to protect the Company, the Series, the Manager, and their affiliates, partners, members, shareholders, officers, employees, properties and business; 3.2.10 Execute any and all other instruments and documents that may be necessary or desirable to carry out the intent and purpose of this Agreement; 3.2.11 Make any and all expenditures necessary or appropriate in connection with the management of the affairs of the Company and each Series and the carrying out of its obligations and responsibilities, including, without limitation, all legal, accounting and other related expenses incurred in connection with the organization, financing, and operation of the Company and each Series; 3.2.12 Reimburse any Member, manager, affiliate or related person for any reasonable cost or expense incurred on behalf of the Company or any Series in a manner authorized by this Agreement; 3.2.13 To employ accountants, legal counsel, agents or other experts to perform services for the Manager, the Company and each Series; 3.2.14 File a petition or consent to filing of any petition that would subject the Company or a Series to a bankruptcy or similar proceeding; 3.2.15 Enter into any kind of activity necessary to, in connection with, or incidental to the accomplishment of the purposes of the Company and each Series; and 3.2.16 Generally, to possess and exercise any and all of the rights, powers and privileges of a Manager under the Act.

Powers of the Manager. Except as otherwise provided in this Agreement, the Manager has exclusive management and control of the business of the Company and each Series to make all decisions affecting the Company and each Series, and has the rights, power and authority granted hereunder and by law to obligate and bind the Company and each Series, on behalf of and in the name of the Company and each Series, to take any action of any kind and to do anything it deems necessary or advisable, including, without limitation, the following: 3.2.1 Enter into, make and perform such contracts, agreements, joint ventures, Series spin-offs, co-investment vehicles and other undertakings, and to do such other acts as the Manager may deem necessary or advisable for, or as may be incidental to, the conduct of the business and furtherance of the purposes of the Company and each Series; 3.2.2 Cause the Company or a Series to grant any interests in the assets, profit and income of the Company or a Series; 3.2.3 Consent to the assignment of Interests to other Persons and consent to the admission of other Persons as Members; 3.2.4 Cause the Company or any Series to dissolve; 3.2.5 Cause any sale, transfer, exchange, mortgage, financing, hypothecation or encumbrance of all or any part of the assets of the Company or any Series or modify the terms of the foregoing; 3.2.6 Determine major accounting policies including selection of accounting methods and making decisions regarding treatment and allocation of transactions for federal and state income, franchise or other tax purposes; 3.2.7 Determine the terms and conditions of all borrowing of the Company or a Series and identity of any lender; 3.2.8 Determine major policies and decisions regarding any Capital Commitments and Capital Contributions; 3.2.9 Purchase liability and other insurance to protect the Company, the Series, the Manager, and their affiliates, partners, members, shareholders, officers, employees, properties and business; 3.2.10 Execute any and all other instruments and documents that may be necessary or desirable to carry out the intent and purpose of this Agreement; 3.2.11 Make any and all expenditures necessary or appropriate in connection with the management of the affairs of the Company and each Series and the carrying out of its obligations and responsibilities, including, without limitation, all legal, accounting and other related expenses incurred in connection with the organization, financing, and operation of the Company and each Series; 3.2.12 Reimburse any Member, manager, affiliate or related person for any reasonable cost or expense incurred on behalf of the Company or any Series in a manner authorized by this Agreement; 3.2.13 To employ accountants, legal counsel, agents or other experts to perform services for the Manager, the Company and each Series; 3.2.14 File a petition or consent to filing of any petition that would subject the Company or a Series to a bankruptcy or similar proceeding; 3.2.15 Enter into any kind of activity necessary to, in connection with, or incidental to the accomplishment of the purposes of the Company and each Series; and 3.2.16 Generally, to possess and exercise any and all of the rights, powers and privileges of a Manager under the Act.