Page 39 - New Empire Affinitas Life Senior Housing Division

Company and shall have the right and authority to take all actions which the Manager deems
necessary, useful or appropriate for the management and conduct of the Company’s business. The
Manager may exercise all powers of the Company and do all such lawful things as are not by this
Agreement directed or required to be exercised or done by the Members.

6.2. Certain Powers of the Manager.
a) The Manager shall have the power and authority, on behalf of the Company, to perform all acts
necessary to fulfill the Manager’s duties, including without limitation the following:

i. to perform or delegate responsibility for the management and operation of the Company’s
affairs in the ordinary course of business;

ii. to incur, create or assume or make any expenditure or obligation on behalf of the Company in
the ordinary course of business;

iii. to purchase general liability and other insurance to protect the Company’s property and
business;

iv. to enter into and execute on behalf of the Company all agreements, deeds, easements,
instruments and other documents necessary, in the reasonable opinion of the Manager, to carry out
the business of the Company;

v. to pay any and all fees and operating expenses and to make any and all expenditures
which it deems necessary or appropriate in connection with the organization of the Company, the
management of the affairs of the Company and the carrying out of its obligations and responsibilities
under this Agreement;

vi. to employ agents, contractors, consultants, advisors and professionals to perform services for
the Company and to compensate them from Company funds so long as such action is in the ordinary
course of business;
vii. to open bank accounts in the name of the Company;

viii. to meet with governmental officials, attend and testify at public hearings, and apply for any
and all approvals, licenses, permits or other documents necessary for zoning, rezoning, land use,
subdivision, site plans, development or construction required for the development, construction and
operation of property; and

ix. to execute and deliver, in the name and on behalf of the Company, any documents and
instruments which it deems necessary or appropriate in connection with the above rights and powers.

6.3. Limitations on Authority.

Re-LIFE-Ment: Reinventing Past Notions of Retirement
- 14 -

39