Page 42 - New Empire Affinitas Life Senior Housing Division

Company or any other Member, to do any act which would be binding on the Company or any other
Member, or to incur any expenditures or indebtedness on behalf of or with respect to the Company
or any other Member.

b) Each Member, if an entity, shall by notice to the Manager appoint a specific individual who is
authorized to act on such Member’s behalf with respect to any matters involving the Company.

6.7. Third Party Financing and Personal Guarantees.
a) It is intended that certain additional capital required to finance, acquire, improve, construct,
develop, manage, own, operate and dispose of property shall be obtained by way of financing from a
third-party lender (“Third Party Financing”). If necessary for purposes of obtaining any Third-Party
Financing, certain Affiliates of the Members may agree to guarantee such Third-Party Financing, in
whole or in part.

b) The Manager and Members shall not be required to manage or invest in the Company as their
sole and exclusive function and they may have other business interests and may engage in other
activities in addition to those relating to the Company, as well as activities or engagements with the
Company. Neither the Company nor any Member shall have any right, by virtue of this Agreement,
to share or participate in such other investments or activities of a Manager, and/or Member or to the
income or proceeds derived therefrom. Neither a Manager nor any Member shall incur any liability
to the Company or to any of the Members as a result of engaging in any other business or venture
(including one with or related to the Company).

6.8. Bank Accounts.
The Manager may from time to time open bank accounts in the name of the Company, and shall
designate the signatories thereon.
6.9. Resignation.
The Manager may resign at any time by giving written notice to the Members of the Company. The
resignation of the Manager shall take effect upon receipt of notice thereof or at such later time as
shall be specified in such notice; and, unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective. The resignation of a Manager who may also
be a Member shall not affect the Manager’s rights as a Member and shall not constitute a withdrawal
of a Member.

6.10. Removal.
A Manager may be removed from their position for Cause or upon the affirmative vote of 2/3 of
the Percentage Interests of all Members of the Company. The removal of a Manager who is also
a Member shall not, by itself, affect the Manager rights as a Member and shall not constitute a
withdrawal of a Member.
6.11. Vacancies.

Re-LIFE-Ment: Reinventing Past Notions of Retirement
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