Common use of Powers of the Members Clause in Contracts

Powers of the Members. (a) The Company shall be managed by the Members in proportion to their Membership Percentages. Each Member shall have the power to do all things appropriate to the accomplishment of the purposes of the Company, including (but not limited to): (1) entering into any and all agreements and executing contracts, notes, mortgages and other writings; (2) paying all Company obligations including construction cost expenditures and property management fees; (3) purchasing and maintaining insurance on behalf of the Company and its Members and employees or agents against any liability or expense asserted against or incurred by the Company or such persons; (4) transacting the Company's business under an assumed name or name other than its name as set forth in the Articles and filing a Certificate of Assumed Name with the Michigan Department of Commerce; (5) appointing any Member or other person as agent for service of process on the Company as required by the law of any state in which the Company transacts business; (6) commencing, prosecuting or defending any proceeding in the Company's name; (7) participating with others in partnerships, joint ventures, and other associations of any kind; and (8) doing such other acts as may facilitate the Company's business. (b) Every contract, lease, deed or other instrument executed by a Member or Members holding a Majority Interest of the Membership Percentages shall be conclusive evidence, at the time of execution, that this Company was then in existence, that this Agreement had not theretofore been terminated or amended in any manner not disclosed in the Articles and that the execution and delivery of such instrument was duly authorized by the Members. (c) Davix X. Xxxxxx xxxll act as "tax matters Partner" of the Company, as defined in Code Section 6231(a)(7).

Powers of the Members. (a) The Company shall be managed by its Members. Subject to the Members in proportion to their Membership Percentages. Each other provisions of this Article and Article Six, each Member shall have the power authority, on behalf of the Company, to do all things necessary or appropriate to for the accomplishment of the purposes of the Company, including (including, but not limited to): , (1i) entering into any acquiring and all selling, assigning and transferring installment obligations, leases, retail installment sale or conditional sale contracts, inventory loans, motor vehicle wholesale inventory sales contracts, dealer rental car loans or sales contracts, promissory notes, security agreements and receivables; (ii) disbursing Company funds for Company purposes; (iii) investing and reinvesting Company funds; (iv) executing contracts, notes, mortgages and other writingsagreements and instruments; (2v) employing attorneys, accountants, Managers or other agents, which may include Affiliates of the Company; (vi) paying all Company obligations including construction cost expenditures and property management feesobligations; (3vii) performing all ministerial acts and duties relating to the payment of all indebtedness, taxes and assessments due or to become due with regard to any property of the Company; (viii) purchasing and maintaining insurance on behalf of the Company and its Members and employees or agents against any liability or expense asserted against or incurred by or on behalf of the Company or such personsCompany; (4ix) transacting the Company's business under an assumed name or name other than its name as set forth in the Articles and filing a Certificate of Assumed Name with the Michigan Department of CommerceCertificate; (5x) appointing any Member or other person as agent for service of process on the Company as required by the law of any state jurisdiction in which the Company transacts business; (6xi) commencing, prosecuting or defending any proceeding in the Company's name; (7) participating with others in partnerships, joint ventures, and other associations of any kind; and (8) xii) doing such other acts as may facilitate the Company's businessexercise of its powers; provided, however, that all such acts shall fall within the purposes of the Company set forth in Section 3.01. (b) Notwithstanding anything in this Agreement to the contrary, the Company shall at all times have at least one Independent Member, and no action of the type described in Article Six shall occur without the consent of each Independent Member. (c) Each Member irrevocably appoints the other Members as its attorney-in-fact on its behalf and in its stead to execute and swear to any amendment to the Certificate and file any writing, and to give any notice which may be required by any rule or law and which may be necessary or appropriate in order to effect any action by or on behalf of the Company or the Members taken as provided in this Agreement or which may be necessary or appropriate to correct any errors or omissions. This power of attorney is coupled with an interest and shall not be revoked by the act of any Member. This power of attorney shall survive and not be affected by an assignment by any Member of its limited liability company interest in the Company; provided, however, that where a Member's entire limited liability company interest is assigned to an assignee who becomes a substitute Member in its stead, such power shall survive for the sole purpose of enabling such Member to effect such substitution. Each Member shall provide seven days' prior written notice of actions to be taken as attorney-in-fact on behalf of another Member and the acting Member shall be authorized to take such actions unless the other Member objects in writing during such notice period. (d) The Members shall not, and shall not allow the Company otherwise to (i) commingle any funds or other assets of the Company with the funds or assets of any other Person, (ii) perform the obligations of another Person, (iii) guarantee the obligations of another Person, (iv) pledge the assets of another Person or (v) enter into transactions with any Person except as specifically authorized and contemplated in this Agreement and related agreements. The Company shall (A) conduct business in its own name and hold itself out as a separate entity, (B) maintain a separate office location or, if the Company shares office space with others, pay its fair allocable share of overhead costs and (C) observe all organizational formalities. The bank accounts, financial and accounting books, records and financial statements of the Company shall be maintained separate from those of every other Person. All obligations and indebtedness of any kind incurred by the Company shall be paid from the assets of the Company and the Company's assets shall not be used to pay any obligation or indebtedness of any other Person, other than certain expenses, obligations or indebtedness of the Origination Trust and any trustee of any of the foregoing with respect to transactions of or with respect to such Trust or as set forth in Section 3.01 herein. (e) A copy of the Certificate or amendments to the Certificate will be provided to each Member upon written request to the Company. (f) Subject to the other provisions of this Article and Article Six, the Members shall have full power to act for and to bind the Company to the extent provided by Delaware law. Every contract, note, mortgage, lease, deed or other instrument or agreement executed by a any Member or Members holding a Majority Interest of the Membership Percentages shall be conclusive evidence, evidence that at the time of execution, that this execution the Company was then in existence, that this Agreement had not theretofore been terminated or amended in any manner not disclosed in the Articles and that the execution and delivery of such instrument was duly authorized by the Members. A Manager may bind the Company only to the extent authorized by the Members. (c) Davix X. Xxxxxx xxxll act as "tax matters Partner" of the Company, as defined in Code Section 6231(a)(7).

Powers of the Members. (a) The Company shall be managed by its Members. Subject to the Members in proportion to their Membership Percentages. Each other provisions of this Article and Article Six, each Member shall have the power authority, on behalf of the Company, to do all things appropriate to for the accomplishment of the purposes of the Company, including (including, but not limited to): , (1i) entering into any acquiring and all selling, assigning and transferring installment obligations, leases, retail installment sale or conditional sale contracts, inventory loans, motor vehicle wholesale inventory sales contracts, dealer rental car loans or sales contracts, promissory notes, security agreements and receivables; (ii) disbursing Company funds for Company purposes; (iii) investing and reinvesting Company funds; (iv) executing contracts, notes, mortgages and other writingsagreements and instruments; (2v) employing attorneys, accountants, Managers or other agents, which may include Affiliates of the Company; (vi) paying all Company obligations including construction cost expenditures and property management feesobligations; (3vii) performing all ministerial acts and duties relating to the payment of all indebtedness, taxes and assessments due or to become due with regard to any property of the Company; (viii) purchasing and maintaining insurance on behalf of the Company and its Members and employees or agents against any liability or expense asserted against or incurred by or on behalf of the Company or such personsCompany; (4ix) transacting the Company's business under an assumed name or name other than its name as set forth in the Articles and filing a Certificate of Assumed Name with the Michigan Department of CommerceCertificate; (5x) appointing any Member or other person as agent for service of process on the Company as required by the law of any state jurisdiction in which the Company transacts business; (6xi) commencing, prosecuting or defending any proceeding in the Company's name; (7) participating with others in partnerships, joint ventures, and other associations of any kind; and (8) xii) doing such other acts as may facilitate the Company's businessexercise of its powers; provided, however, that all such acts shall fall within the purposes of the Company as set forth in Section 3.01. (b) Notwithstanding anything in this Agreement to the contrary, the Company shall at all times have at least one Independent Member, and no action of the type described in Article Six shall occur without the consent of each Independent Member. (c) Each Member irrevocably appoints the other Members as its attorney-in-fact on its behalf and in its stead to execute and swear to any amendment to the Certificate and file any writing, and to give any notice which may be required by any rule or law and which may be necessary or appropriate in order to effect any action by or on behalf of the Company or the Members taken as provided in this Agreement or which may be necessary or appropriate to correct any errors or omissions. This power of attorney is coupled with an interest and shall not be revoked by the act of any Member. This power of attorney shall survive and not be affected by an assignment by any Member of its limited liability company interest in the Company; provided, however, that where a Member's entire limited liability company interest is assigned to an assignee who becomes a substitute Member in its stead, such power shall survive for the sole purpose of enabling such Member to effect such substitution. Each Member shall provide seven days' prior written notice of actions to be taken as attorney-in-fact on behalf of another Member and the acting Member shall be authorized to take such actions unless the other Member objects in writing during such notice period. (d) A copy of the Certificate or amendments to the Certificate will be provided to each Member upon written request to the Company. (e) Subject to the other provisions of this Article and Article Six, the Members shall have full power to act for and to bind the Company to the extent provided by Delaware law. Every contract, note, mortgage, lease, deed or other instrument or agreement executed by a any Member or Members holding a Majority Interest of the Membership Percentages shall be conclusive evidence, evidence that at the time of execution, that this the Company was then in existence, that this Agreement had not theretofore been terminated or amended in any manner not disclosed in the Articles and that the execution and delivery of such instrument was duly authorized by the Members. A Manager may bind the Company only to the extent authorized by the Members. (c) Davix X. Xxxxxx xxxll act as "tax matters Partner" of the Company, as defined in Code Section 6231(a)(7).