The Members hereby resolve to operate the Company in accordance with the terms of this Agreement.
The Managing Member shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes described
herein, including, without limitation, all powers, statutory or otherwise, possessed by members of limited liability companies under the laws of the State of Delaware. The Managing Member shall be selected by the vote of the holders of at least a
majority of the Companys limited liability company interests. The Managing Member and any successor thereto shall be a corporation organized under the laws of a state in the United States.
for decisions or actions requiring the unanimous approval of the Members as provided by non-waivable provisions of the Act or applicable law, (A) the powers of the Company shall be exercised by or under
the authority of, and the business and affairs of the Company shall be managed under the direction of the Managing Member and (B) the Managing Member may make all decisions and take all actions for the Company as in its sole discretion it deems
necessary or appropriate to carry out the purposes for which the Company is being formed under this Agreement and to further the interests of the Members.
(b) (i) The Managing Member shall have the authority and duties in the management of the Company as are normally associated
with the chief executive officer of an entity. The Managing Member shall have the power to act, in the name and on behalf of the Company, to do all things reasonably necessary for the performance of the Companys
(ii) The Managing
Member may, from time to time, designate one or more persons to be officers of the Company (Officers). The names of the persons designated as the Officers of the Company as of the date hereof are set forth in Schedule A
hereto, such persons to serve in such offices until resignation or removal by the Managing Member. Any Officer so designated shall have such authority and perform such duties as the Managing Member delegates; provided that the Managing Member
shall not delegate its responsibility for the overall management and supervision of the Company. The Managing Member may assign titles to particular Officers, and the assignment of such a title shall constitute the delegation to such an Officer of
the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such Officer by the Managing Member pursuant to this Section 8(b). There shall be at all times a Vice
President, who shall have authority over mortgage loan origination and servicing operations and shall have the power and authority to do any and all acts necessary or convenient to or for the furtherance of the Companys approval with the U.S.
Department of Housing and Urban Development and the Federal Housing Administration (collectively, HUD/FHA), the Companys ongoing communications with HUD/FHA, the Companys compliance with HUD/FHA requirements, the
Companys day-to-day operations involving HUD/FHA and