Common use of Authority of the Manager Clause in Contracts

Authority of the Manager. Except to the extent that such authority and rights have been reserved for the Members elsewhere in this Agreement, the Manager shall have the obligation and the exclusive right to manage the day-to-day activities of the Company including, but not limited to performance of the following activities. The Manager may: · Capitalize the Company via the sale of Units or Interests in the Company as described in Article 2 hereof; · Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the business of the Company; · Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company; including the right (but not the obligation) to personally and voluntarily guarantee such obligations; · Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of a Property; · Make all decisions relating to the investing activity of the Company and management of Properties and all portions thereof; · Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of a Property or any portions thereof; · Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; · Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; · Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s business; · Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof.

Authority of the Manager. Except to the extent that such authority and rights have been reserved for the Members elsewhere in this Agreement, the Manager shall have the obligation and the exclusive right to manage the day-to-day activities of the Company including, but not limited to performance of the following activities. The Manager may: · Capitalize the Company via the sale of Units or Interests in the Company as described in Article 2 hereof; · Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the business of the Company; · Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company; including the right (but not the obligation) to personally and voluntarily guarantee such obligations; · Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of a Property; · Make all decisions relating to the investing activity of the Company and management of Properties and all portions thereof; · Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of a Property or any portions thereof; · Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; Cardone Equity Fund V, LLC 12 Operating Agreement · Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; · Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s business; · Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof.

Authority of the Manager. Except to the extent that such authority and rights have been reserved for the Members elsewhere in this Agreement, the Manager shall have the obligation and the exclusive right to manage the day-to-day activities of the Company including, but not limited to performance of the following activities. The Manager may: · Capitalize the Company via the sale of Units or Interests in the Company as described in Article 2 hereof; · Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the business of the Company; · Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company and securing the same by mortgage, pledge, or other lien on the Property (if the Company, in fact, is forced to foreclose on a Property); including the right (but not the obligation) to personally and voluntarily guarantee such obligations; · Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of the Property (if the Company, in fact, is forced to foreclose on a Property); · Make all decisions relating to the investing activity lending of the Company and capital to Borrowers, management of Properties, foreclosing of Properties (if necessary), management of Loans (if necessary), and all portions thereof; · Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; Tulsa Real Estate Fund, LLC 11 Company Agreement · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of the Property (if the Company, in fact, is forced to foreclose on a Property Property) or any portions thereof; · Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; · Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; · Work with the CPA firm in its preparation of Company budgets and financial reports, if necessary or appropriate to the Company’s operation, including but not limited to, all federal and state tax returns and reports and periodic financial statements; · Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s business; · Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof.

Authority of the Manager. Except to the extent that such authority and rights have been reserved for the Members elsewhere in this Agreement, the Manager shall have the obligation and the exclusive right to manage the day-to-day activities of the Company including, but not limited to performance of the following activities. The Manager may: · Capitalize the Company via the sale of Units or Interests in the Company as described in Article 2 hereof; · Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the business of the Company; · Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company and securing the same by mortgage, pledge, or other lien on the Property (if the Company, in fact, is forced to foreclose on a Property); including the right (but not the obligation) to personally and voluntarily guarantee such obligations; · Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of the Property (if the Company, in fact, is forced to foreclose on a Property); · Make all decisions relating to the investing activity lending of the Company and capital to Borrowers, management of Loans, foreclosing of Properties (if necessary), management of Properties, or purchasing Properties, and all portions thereof; · Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of the Property (if the Company, in fact, is forced to foreclose on a Property Property) or any portions thereof; · Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; · Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; Paradyme Equities, LLC 11 Company Agreement · Work with the CPA firm in its preparation of Company budgets and financial reports, if necessary or appropriate to the Company’s operation, including but not limited to, all federal and state tax returns and reports and periodic financial statements; · Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s business; · Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof.

Authority of the Manager. Except to the extent that such authority and rights have been reserved for the Members elsewhere in this Agreement, the Manager shall have the obligation and the exclusive right to manage the day-to-day activities of the Company including, but not limited to performance of the following activities. The Manager may: · Capitalize the Company via the sale of Units or Interests in the Company as described in Article 2 hereof; · Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the business of the Company; · Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the CompanyCompany and securing the same by mortgage, pledge, or other lien on a Property; including the right (but not the obligation) to personally and voluntarily guarantee such obligations; · Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of a Property; · Make all decisions relating to acquisition of Properties, the investing activity lending of the Company and capital to borrowers, management of Properties, foreclosing of Properties (if necessary), management of loans (if necessary), and all portions thereof; · Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of a Property or any portions thereof; · Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; · Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; · Work with the Company’s accountants or other financial advisors in its preparation of Company budgets and financial reports, if necessary or appropriate to the Company’s operation, including but not limited to, all federal and state tax returns and reports and periodic financial statements; · Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s business; · Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof.

Authority of the Manager. Except to the extent that such authority and rights have been reserved for the Members elsewhere in this Agreement, the Manager shall have the obligation and the exclusive right to manage the day-to-day activities of the Company including, but not limited to performance of the following activities. The Manager may: · ·Capitalize the Company via the sale of Units or Interests in the Company as described in Article 2 hereof; · ·Acquire by purchase, lease, or otherwise any real or personal property anything which may be necessary, convenient, or incidental to the accomplishment of the business of the Company; · ·Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company; including the right (but not the obligation) to personally and voluntarily guarantee such obligations; · ·Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of a PropertyRoyalty Interest; · ·Make all decisions relating to the investing activity of the Company and management of Properties Royalty Interests and all portions thereof; · ·Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of a Property or any portions thereof; · ·Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; · ·Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; · ·Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s business; · ·Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · ·Make an annual a monthly calculation of the Estimated Market Net Asset Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Without the prior consent from a majority of the Members holding Class A Interests, the Manager may not take any of the following actions. ·Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · File a lawsuit on behalf of the Company or confess ·Confess a judgment against the Company in an amount in excess of insurance proceeds. · ·Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · ·Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. · ·Issue, create or authorize for issuance any equity securities (including UnitsInterests, securities convertible into or exchangeable for any Units Interests in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding UnitsInterests, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding UnitsInterests, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · ·Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · ·Alter the Percentage Interests applicable to the UnitsInterests, other than as described in Article 2.2 hereof.

Authority of the Manager. Except to the extent that such authority and rights have been reserved for the Members elsewhere in this Agreement, the Manager shall have the obligation and the exclusive right to manage the day-to-day activities of the Company including, but not limited to performance of the following activities. The Manager may: · § Capitalize the Company via the sale of Units or Interests in the Company as described in Article 2 hereof; · hereof § Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the business of the Company; · § Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company; including the right (but not the obligation) to personally and voluntarily guarantee such obligations; · § Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of a Property; · § Make all decisions relating to the investing activity of the Company and management of Properties and all portions thereof; · § Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · § Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of a Property or any portions thereof; · § Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; · § Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; · § Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s business; · § Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · § Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · § Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · § File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. · § Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · § Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. · § Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · § Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · § Alter the Percentage Interests applicable to the UnitsUnits through the issuance of more Membership Interests pursuant to an offering of Company securities, other than as described in Article 2.2 hereof.

Authority of the Manager. Except to the extent that such authority and rights have been reserved for the Members elsewhere in this Agreement, the Manager shall have the obligation and the exclusive right to manage the day-to-day activities of the Company including, but not limited to performance of the following activities. The Manager may: · Capitalize the Company via the sale of Units or Interests in the Company as described in Article 2 hereof; · Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the business of the Company; · Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company and securing the same by mortgage, pledge, or other lien on the Property (if the Company, in fact, is forced to foreclose on a Property); including the right (but not the obligation) to personally and voluntarily guarantee such obligations; Paradyme Equities, LLC 11 Company Agreement · Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of the Property (if the Company, in fact, is forced to foreclose on a Property); · Make all decisions relating to the investing activity lending of the Company and capital to Borrowers, management of Loans, foreclosing of Properties (if necessary), management of Properties (if necessary), and all portions thereof; · Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of the Property (if the Company, in fact, is forced to foreclose on a Property Property) or any portions thereof; · Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; · Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; · Work with the CPA firm in its preparation of Company budgets and financial reports, if necessary or appropriate to the Company’s operation, including but not limited to, all federal and state tax returns and reports and periodic financial statements; · Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s business; · Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof.

Authority of the Manager. Except to the extent that such authority and rights have been reserved for the Members elsewhere in this Agreement, the Manager shall have the obligation and the exclusive right to manage the day-to-day activities of the Company including, but not limited to performance of the following activities. The Manager may: · Capitalize the Company via the sale of Units or Interests in the Company as described in Article 2 hereof; · Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the business of the Company; · Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company; including the right (but not the obligation) to personally and voluntarily guarantee such obligations; · Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of a Property; · Make all decisions relating to the investing activity of the Company and management of Properties and all portions thereof; · Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of a Property or any portions thereof; · Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; Cardone Equity Fund VI, LLC 12 Operating Agreement · Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; · Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s business; · Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof.

Authority of the Manager. Except Subject to the extent provisions of this Agreement that such require the consent or approval of one or more Members, the Manager shall have the exclusive power and authority to manage the business and rights have been reserved for affairs of the Members elsewhere Company and to make all decisions with respect thereto. Except as otherwise expressly provided in this Agreement, the Manager or Persons designated by the Manager, including officers and agents appointed by the Manager, shall be the only Persons authorized to execute documents which shall be binding on the Company. To the fullest extent permitted by Delaware law, but subject to any specific provisions hereof granting rights to Members, the Manager shall have the obligation power to perform any acts, statutory or otherwise, with respect to the Company or this Agreement, which would otherwise be possessed by the Members under Delaware law, and the exclusive right to manage the day-to-day activities of the Company including, but not limited to performance of the following activities. The Manager may: · Capitalize the Company via the sale of Units or Interests in the Company as described in Article 2 hereof; · Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental Members shall have no power whatsoever with respect to the accomplishment management of the business and affairs of the Company; · Borrow money . The power and issuing of evidences of indebtedness authority granted to the Manager hereunder shall include all those necessary, convenient, convenient or incidental to for the accomplishment of the purposes of the Company and shall include the power to make all decisions with regard to the management, operations, assets, financing and capitalization of the Company; , including without limitation, the right power and authority to undertake and make decisions concerning (but not in each case subject to the obligationterms, conditions, and special approval requirements of this Agreement): (a) to personally hiring and voluntarily guarantee such obligations; · Openfiring employees, maintain attorneys, accountants, brokers, investment bankers and closeother advisors and consultants, as appropriate(b) entering into leases for real or personal property, all Company (c) opening bank and other deposit accounts and operations thereunder, (subject to any limitations set forth hereind) drawing checks purchasing, constructing, improving, developing and maintaining real property, (e) purchasing insurance, goods, supplies, equipment, materials and other instruments for the payment personal property, (f) borrowing money, obtaining credit, issuing notes, debentures, securities, equity or other interests of funds associated with acquisition or maintenance of a Property; · Make all decisions relating to the investing activity of in the Company and management securing the obligations undertaken in connection therewith with mortgages on, pledges of Properties and security interests in all portions thereof; · Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of a Property or any portions thereof; · Establish a reasonable Reserve fund for operation portion of the Company real or personal property of the Company, (g) making investments in or the acquisition of securities of any Person, (h) giving guarantees and potential future indemnities, (i) entering into contracts or contingent Company liabilities; · Payagreements, collectwhether in the ordinary course of business or otherwise, compromise(j) mergers with or acquisitions of other Persons, arbitrate (k) dissolution, (l) the sale or otherwise adjust lease of all or any portion of the assets of the Company, (m) forming subsidiaries or joint ventures, (n) compromising, arbitrating, adjusting and all litigating claims or demands in favor of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; · Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s business; · Engage in any kind of legal activity and perform and carry out contracts of any kind necessary (o) all other acts or activities necessary, convenient or incidental to, or in connection with for the operation accomplishment of the Company; and · Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 including any and 1.10 hereof. · File a lawsuit on behalf of all actions that the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · Cause the Company to voluntarily may take any action that would cause a bankruptcy of the Company. · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof2.6.

Authority of the Manager. Except to the extent that such authority and rights have been reserved for the Members elsewhere in this Agreement, the Manager shall have the obligation and the exclusive right to manage the day-to-day activities of the Company including, but not limited to performance of the following activities. The Manager may: · • Capitalize the Company via the sale of Units or Interests in the Company as described in Article 2 hereof; · • Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the business of the Company; · • Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company; including the right (but not the obligation) to personally and voluntarily guarantee such obligations; · • Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of a Property; · • Make all decisions relating to the investing activity of the Company and management of Properties and all portions thereof; · • Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · • Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of a Property or any portions thereof; · • Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; · • Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; · • Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s business; · • Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · • Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · • Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · • File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. · • Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · • Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. · • Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · • Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · • Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof.

Authority of the Manager. Except to the extent that such authority and rights have been reserved for the Members elsewhere in this Agreement, the Manager shall have the obligation and the exclusive right to manage the day-to-day activities of the Company including, but not limited to performance of the following activities. The Manager may: · • Capitalize the Company via the sale of Units or Interests in the Company as described in Article 2 hereof; · • Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the business of the Company; · • Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the CompanyCompany and securing the same by mortgage, pledge, or other lien on the Properties; including the right (but not the obligation) to personally and voluntarily guarantee such obligations; · • Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of a Propertythe Properties; · • Make all decisions relating to the investing activity management, development, leasing, operations and maintenance, and disposal of the Company and management of Properties and all portions thereof; · • Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · • Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of a Property the Properties or any portions thereof; · • Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; · • Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company or the Properties to the extent that any settlement of a claim does not exceed available insurance proceeds; · • Work with the CPA firm in its preparation of Company budgets and financial reports, if necessary or appropriate to the Company’s operation, including but not limited to, all federal and state tax returns and reports and periodic financial statements; • Execute and deliver bonds and/or conveyances in the name of the Company provided same such are done in the ordinary course of the Company’s business; · • Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the CompanyCompany or the Properties; and · • Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof.

Authority of the Manager. Except to the extent that such authority and rights have been reserved for the Members elsewhere in this Agreement, the Manager shall have the obligation and the exclusive right to manage the day-to-day activities of the Company including, but not limited to performance of the following activities. The Manager may: Tulsa Real Estate Fund, LLC 10 Company Agreement · Capitalize the Company via the sale of Units or Interests in the Company as described in Article 2 hereof; · Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the business of the Company; · Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the CompanyCompany and securing the same by mortgage, pledge, or other lien on a Property ; including the right (but not the obligation) to personally and voluntarily guarantee such obligations; · Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of a Property; · Make all decisions relating to acquisition of Properties, the investing activity lending of the Company and capital to borrowers, management of Properties, foreclosing of Properties (if necessary), management of loans (if necessary), and all portions thereof; · Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of a Property or any portions thereof; · Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; · Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; · Work with the CPA firm in its preparation of Company budgets and financial reports, if necessary or appropriate to the Company’s operation, including but not limited to, all federal and state tax returns and reports and periodic financial statements; · Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s business; · Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof.

Authority of the Manager. Except The Manager for, and in the name and on behalf of the Company, is hereby authorized to: (1) cause the Company to perform any action in the extent that such authority Company’s role as a member of CTX Title, LLC, a Texas liability company; (2) execute any and rights have been reserved for all agreements, contracts, documents, certifications and instruments necessary or convenient in connection with the Members elsewhere in this Agreementpurchase, the Manager shall have the obligation financing, development, management, operation and the exclusive right to manage the day-to-day activities disposition of the Company including, but not limited to performance and its property or any portion thereof; (3) employ on behalf of the following activities. The Company agents, employees, accountants, lawyers, clerical help and such other assistance and services as the Manager may: · Capitalize may deem proper and to pay therefor such remuneration as the Manager may deem reasonable and appropriate; (4) pay insurance premiums, property taxes and other amounts necessary or appropriate to the management, administration, conservation, improvement, development or operation of the Company via and its property; (5) make and enter into such agreements and contracts with such parties and to give such receipts, releases and discharges with respect to any and all of the sale of Units foregoing and any matters incident thereto as the Manager may deem advisable or Interests appropriate; (6) sxx and be sued, complain and defend in the Company as described name of and on behalf of the Company; (7) to form limited liability companies, limited partnerships or other entities to be owned (in Article 2 hereof; · Acquire whole in or part) by purchasethe Company, lease, and to contribute or otherwise transfer any real estate, personal property of the Company to such entities, to assign Company’s interest in any agreement to such entities and to manage any such entities; (8) operate, maintain, finance, approve, construct, own, grant options with respect to, sell, convey, assign, mortgage and lease any real estate or personal property which may be necessary, convenient, convenient or incidental to the accomplishment of the business purposes of the Company; · Borrow ; (9) borrow money and issuing of issue evidences of indebtedness necessary, convenientconvenient or incidental to the accomplishment of the purposes of the Company and secure the same by mortgage, pledge or other lien on any property; (10) execute, in furtherance of any and all of the purposes of the Company, any deed, easement, lease, mortgage, deed of trust, mortgage note, promissory note, bxxx of sale, contract or other instrument purporting to convey or encumber any or all of the property of the Company; (11) care for and distribute funds to the Member by way of cash, income, return of capital, or otherwise, all in accordance with the provisions of this Agreement, and to perform all matters in furtherance of the objectives of the Company or this Agreement; (12) purchase from or through others contract, liability, casualty or other insurance for the protection of the properties or affairs of the Company, or the Member, or for any purpose convenient or beneficial to the Company; (13) pay all taxes, licenses or assessments of whatever kind or nature imposed upon or against the Company or its property, and for such purposes, to make such returns and to do other such acts or things as may be deemed necessary and advisable by the Company; to perform all acts and duties relating to the payment of all indebtedness, taxes and assessments; and to negotiate and enter into such agreements deemed necessary and advisable to operate the Company and its property; (14) engage in any kind of activity and to perform and carry out contracts of any kind necessary to, or in connection with, or incidental to the accomplishment of the purposes of the Company; including the right (but not the obligation) to personally and voluntarily guarantee such obligations; · Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of a Property; · Make all decisions relating to the investing activity of the Company and management of Properties and all portions thereof; · Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out lawfully carried on or performed by a limited liability company under the purposes laws of this Agreement; · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of a Property or any portions thereof; · Establish a reasonable Reserve fund for operation of each State in which the Company and potential future is then formed or contingent Company liabilities; · Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company qualified to the extent that any settlement of a claim does not exceed available insurance proceeds; · Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s do business; · Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof.

Authority of the Manager. Except to the extent that such authority and rights have been reserved for the Members elsewhere in this Agreement, the Manager shall have the obligation and the exclusive right to manage the day-to-day activities of the Company including, but not limited to performance of the following activities. The Manager may: · Capitalize the Company via the sale of Units or Interests in the Company as described in Article 2 hereof; · Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the business of the Company; · Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company and securing the same by mortgage, pledge, or other lien on the Property (if the Company, in fact, is forced to foreclose on a Property); including the right (but not the obligation) to personally and voluntarily guarantee such obligations; · Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of the Property (if the Company, in fact, is forced to foreclose on a Property); · Make all decisions relating to the investing activity lending of the Company and capital to Borrowers, management of Loans, foreclosing of Properties (if necessary), management of Properties (if necessary), and all portions thereof; · Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of the Property (if the Company, in fact, is forced to foreclose on a Property Property) or any portions thereof; · Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; · Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; · Work with the CPA firm in its preparation of Company budgets and financial reports, if necessary or appropriate to the Company’s operation, including but not limited to, all federal and state tax returns and reports and periodic financial statements; · Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s business; · Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof.

Authority of the Manager. Except In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Trust Agreement, and except as limited, restricted or prohibited by the extent that such authority and rights have been reserved for the Members elsewhere in express provisions of this Trust Agreement, the Manager shall have and may exercise on behalf of the obligation Trust and each Series, all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Trust and each Series and shall, except as provided in this Trust Agreement or the Business Trust Statute, have powers which shall include, without limitation, the following: (a) To enter into, execute, deliver and maintain contracts, agreements and any or all other documents and instruments, and to do and perform all such things, as may be in furtherance of Trust or Series purposes or necessary or appropriate for the offer and sale of the Interests and the exclusive right to manage the day-to-day activities conduct of the Company Trust or Series activities, including, but not limited to performance of the following activities. The Manager may: · Capitalize the Company via the sale of Units or Interests in the Company to, contracts with third parties for commodity brokerage and selling agent services, as described in Article 2 hereof; · Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental well as administrative services necessary to the accomplishment of the business of the Company; · Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company; including the right (but not the obligation) to personally and voluntarily guarantee such obligations; · Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of a Property; · Make all decisions relating to the investing activity of the Company and management of Properties and all portions thereof; · Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of a Property or any portions thereof; · Establish a reasonable Reserve fund for prudent operation of the Company Trust or Series, and potential future such services may be performed by an Affiliate or contingent Company liabilities; · Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; · Execute and deliver bonds and/or conveyances in the name Affiliates of the Company provided same are done in the ordinary course of the Company’s business; · Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental toManager. (b) To establish, or in connection with the operation of the Company; and · Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · File a lawsuit maintain, deposit into, sign checks and/or otherwise draw upon accounts on behalf of the Company Trust or confess a judgment against Series with appropriate banking and brokerage institutions, and execute and/or accept any instrument or agreement incidental to the Company Trust's or Series business and in an amount furtherance of its purposes, and any such instrument or agreement so executed or accepted by the Manager in excess the Managers name shall be deemed executed and accepted on behalf of insurance proceeds. · Knowingly perform any act that would subject any Members to liability as a general partner the Trust and Series by the Manager; (c) To deposit, withdraw, pay, retain and distribute the Trust Estate in any jurisdiction. · Cause manner consistent with the Company to voluntarily take any action that would cause a bankruptcy provisions of this Trust Agreement; (d) To supervise the preparation and filing of the Company. · Issue, create Offering Memorandum; (e) To pay or authorize the payment of distributions to the Interest Holders and expenses of the Trust or relevant Series, and to establish reserves for issuance contingent liabilities of the Trust or relevant Series; (f) To invest or direct the investment of funds of the Trust or relevant Series and prohibit any equity securities transactions contemplated hereunder which may constitute prohibited transactions under ERISA and the Code; (including Unitsg) To make any elections on behalf of the Trust or relevant Series under the Code, securities convertible into or exchangeable any other applicable federal or state tax law, as the Manager shall determine to be in the best interests of the Trust or relevant Series; (h) To redeem any Interests of a Series upon at least ten (10) Business Days prior written notice to the affected Interest Holder(s) if (i) there is an unauthorized assignment pursuant to the provisions of Article V hereof, (ii) in the event that any transaction would or might violate any law or constitute a prohibited transaction under ERISA or the Code and a statutory, class or individual exemption from the prohibited transaction provisions of ERISA for such transaction or transactions does not apply or cannot be obtained from the DOL (or the Manager determines not to seek such an exemption), or (iii) for any Units other reason the Manager, in other equity securities and equity securities issued in connection with its sole discretion, elects to cause the Trust to effect any debt securities)redemption of such Interests. In the case of such redemptions, with rights or preferences as the Redemption Date shall be the close of business on the date written notice of intent to Distributions senior redeem is sent by the Manager to an Interest Holder. A notice may be revoked prior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as payment date by written notice from the Manager to Distributions senior to an Interest Holder; (i) In the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · Change the tax status sole discretion of the Company Manager, to appoint an Affiliate or take any action inconsistent with Article 1.8 hereof Affiliates of the Manager as additional Managers; and (j) To establish the Trust's and Section 3.2 Series trading policies and impose limitations on the trading activities of Appendix C hereto. · Alter the Percentage Interests applicable Trust and each Series beyond those enumerated in the Trust's and Series trading policies if the Manager determines that such limitations are necessary or in the best interests of the Trust or Series; and to be responsible for the Units, other than as described in Article 2.2 hereofmanagement of the Trust's and Series assets.

Authority of the Manager. Except Subject to the extent that such authority provisions of this Article V, (i) all management powers over the business and rights have been reserved for affairs of the Members elsewhere Company shall be exclusively vested in this Agreementthe manager of the Company (the “Manager”), (ii) the Manager shall conduct, direct and exercise full control over all activities of the Company, and (iii) the Manager shall have the obligation and the exclusive right sole power to manage the day-to-day activities of the Company including, but not limited to performance of the following activities. The Manager may: · Capitalize the Company via the sale of Units bind or Interests in the Company as described in Article 2 hereof; · Acquire by purchase, lease, or otherwise take any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the business action on behalf of the Company; · Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to exercise any rights and powers (including, without limitation, the rights and powers to take certain actions, give or withhold certain consents or approvals, or make certain determinations, opinions, judgments or other decisions) granted to the accomplishment Company under this Agreement or any other agreement, instrument or other document to which the Company is a party. Without limiting the generality of the purposes foregoing, (x) the Manager shall have discretion in determining whether to issue Equity Securities, the number of Equity Securities to be issued at any particular time, the Company; including purchase price for any Equity Securities issued, and all other terms and conditions governing the right (but not the obligation) to personally and voluntarily guarantee such obligations; · Open, maintain and close, as appropriate, all Company bank accounts issuance of Equity Securities and (subject to y) the Manager may enter into, approve, and consummate any limitations set forth herein) drawing checks and Liquidity Event or other instruments for the payment of funds associated with acquisition extraordinary or maintenance of a Property; · Make all decisions relating to the investing activity of the Company and management of Properties and all portions thereof; · Employ such agentsbusiness combination or divestiture transaction, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of a Property or any portions thereof; · Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; · Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; · Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s business; · Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · File a lawsuit on behalf of the Company or confess a judgment against the Members any agreement, document and instrument in connection therewith (including amendments, if any, to this Agreement or adoptions of new constituent documents) without the approval or consent of any Member. The Manager shall operate the Company and its Subsidiaries in accordance in all material respects with an amount annual budget, business plan and financial forecasts for the Company and its Subsidiaries for each fiscal year. The Manager shall be the “manager” of the Company for the purposes of the Delaware Act. The Manager is hereby designated as authorized person, within the meaning of the Delaware Act, to execute, deliver and file the certificate of formation of the Company and all other certificates (and any amendments and/or restatements hereof) required or permitted by the Delaware Act to be filed in excess the Office of insurance proceedsthe Secretary of State of the State of Delaware. · Knowingly perform The Manager and Members hereby approve and ratify the filing of the following documents with the Secretary of State of the State of Delaware: the Certificate of Formation of the Company by Xxxxxxxxx Xxxxxxxx, as authorized person. The Manager is hereby authorized to execute, deliver and file any act that would subject other certificates (and any Members to liability as a general partner in any jurisdiction. · Cause amendments and/or restatements thereof) necessary for the Company to voluntarily take qualify to do business in a jurisdiction in which the Company may wish to conduct business. Notwithstanding any action that would cause other provision of this Agreement to the contrary, without the consent of any Member or other Person being required, the Company is hereby authorized to execute, deliver and perform, and the Manager or any officer on behalf of the Company, is hereby authorized to execute and deliver (a) each Employee Incentive Unit Agreement; (b) the Reorganization Agreement; (c) each Tax Receivable Agreement; (d) the Tax Sharing Agreement; (e) any other document, certificate or contract relating to or contemplated by the Corporate Conversion; and (f) any amendment and any agreement, document or other instrument contemplated thereby or related thereto. The Manager or any officer is hereby authorized to enter into the documents described in the preceding sentence on behalf of the Company, but such authorization shall not be deemed a bankruptcy restriction on the power of the Manager or any officer to enter into other documents on behalf of the Company. · IssueThe Members shall not manage or control the business and affairs of the Company. Except as set forth in Section 5.2 or otherwise expressly provided herein, create neither the Members nor any class of Members shall have the power or authorize for issuance authority to vote, approve or consent to any equity securities matter or action taken by the Company (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by mergerthe Manager). Unless otherwise expressly set forth in this Agreement, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · Change the tax status Company shall take no action without the prior approval of the Company or Manager. There shall be no requirement that the Manager hold a meeting in order to take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereofon any matter.

Authority of the Manager. Except to the extent that such authority and rights have been reserved for the Members elsewhere in this Agreement, the Manager shall have the obligation and the exclusive right to manage the day-to-day activities of the Company including, but not limited to performance of the following activities. The Manager may: · Capitalize the Company via the sale of Units or Interests in the Company as described in Article 2 hereof; · Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the business of the Company; · Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company and securing the same by mortgage, pledge, or other lien on the Property (if the Company, in fact, is forced to foreclose on a Property); including the right (but not the obligation) to personally and voluntarily guarantee such obligations; · Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of the Property (if the Company, in fact, is forced to foreclose on a Property); · Make all decisions relating to the investing activity lending of the Company and capital to Borrowers, management of Loans, foreclosing of Properties (if necessary), management of Properties, or purchasing Properties, and all portions thereof; · Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of the Property (if the Company, in fact, is forced to foreclose on a Property Property) or any portions thereof; · Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; · Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; Paradyme Equities, LLC Company Agreement · Work with the CPA firm in its preparation of Company budgets and financial reports, if necessary or appropriate to the Company’s operation, including but not limited to, all federal and state tax returns and reports and periodic financial statements; · Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s business; · Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof.

Authority of the Manager. Except to the extent that such authority and rights have been reserved for the Members elsewhere in this Agreement, the Manager shall have the obligation and the exclusive right to manage the day-to-day activities of the Company including, but not limited to performance of the following activities. The Manager may: · ·Capitalize the Company via the sale of Units or Interests in the Company as described in Article 2 hereof; · ·Acquire by purchase, lease, or otherwise any real or personal property Company Investment which may be necessary, convenient, or incidental to the accomplishment of the business of the Company; · ·Borrow money and issuing of evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company; including the right (but not the obligation) to personally and voluntarily guarantee such obligations; · ·Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of a PropertyCompany Investment; · ·Make all decisions relating to the investing activity of the Company and management of Properties Company Investments and all portions thereof; · ·Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of a Property or any portions thereof; · ·Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; · ·Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; · ·Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s business; · ·Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · ·Make an annual calculation of the Estimated Market Net Asset Value of the Company and report it to the Members using any commercially acceptable method for doing so. · ·Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · ·File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. · ·Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · ·Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. · ·Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · ·Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · ·Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof.

Authority of the Manager. Except In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Trust Agreement, and except as limited, restricted or prohibited by the extent that such authority and rights have been reserved for the Members elsewhere in express provisions of this Trust Agreement, the Manager shall have and may exercise on behalf of the obligation Trust and each Series, all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the purposes, business and objectives of the Trust and each Series and shall, except as provided in this Trust Agreement or the Business Trust Statute, have powers which shall include, without limitation, the following: · To enter into, execute, deliver and maintain contracts, agreements and any or all other documents and instruments, and to do and perform all such things, as may be in furtherance of Trust or Series purposes or necessary or appropriate for the offer and sale of the Interests and the exclusive right to manage the day-to-day activities conduct of the Company Trust or Series activities, including, but not limited to, contracts with third parties for commodity brokerage and selling agent services, as well as administrative services necessary to performance the prudent operation of the following activitiesTrust or Series, and such services may be performed by an Affiliate or Affiliates of the Manager. · To establish, maintain, deposit into, sign checks and/or otherwise draw upon accounts on behalf of the Trust or Series with appropriate banking and brokerage institutions, and execute and/or accept any instrument or agreement incidental to the Trust’s or Series’ business and in furtherance of its purposes, and any such instrument or agreement so executed or accepted by the Manager in the Manager’s name shall be deemed executed and accepted on behalf of the Trust and Series by the Manager; · To deposit, withdraw, pay, retain and distribute the Trust Estate in any manner consistent with the provisions of this Trust Agreement; · To supervise the preparation and filing of the Offering Memorandum; · To pay or authorize the payment of distributions to the Interest Holders and expenses of the Trust or relevant Series, and to establish reserves for contingent liabilities of the Trust or relevant Series; · To invest or direct the investment of funds of the Trust or relevant Series and prohibit any transactions contemplated hereunder which may constitute prohibited transactions under ERISA and the Code; · To make any elections on behalf of the Trust or relevant Series under the Code, or any other applicable federal or state tax law, as the Manager shall determine to be in the best interests of the Trust or relevant Series; · To redeem any Interests of a Series upon at least ten (10) Business Days’ prior written notice to the affected Interest Holder(s) if (i) there is an unauthorized assignment pursuant to the provisions of Article V hereof, (ii) in the event that any transaction would or might violate any law or constitute a prohibited transaction under ERISA or the Code and a statutory, class or individual exemption from the prohibited transaction provisions of ERISA for such transaction or transactions does not apply or cannot be obtained from the DOL(or the Manager determines not to seek such an exemption), or (iii) for any other reason the Manager, in its sole discretion, elects to cause the Trust to effect any redemption of such Interests. In the case of such redemptions, the Redemption Date shall be the close of business on the date written notice of intent to redeem is sent by the Manager to an Interest Holder. A notice may be revoked prior to the payment date by written notice from the Manager to an Interest Holder; · In the sole discretion of the Manager, to appoint an Affiliate or Affiliates of the Manager as additional Managers; and · To establish the Trust’s and Series’ trading policies and impose limitations on the trading activities of the Trust and each Series beyond those enumerated in the Trust’s and Series’ trading policies if the Manager determines that such limitations are necessary or in the best interests of the Trust or Series; and to be responsible for the management of the Trust’s and Series’ assets. · Obligations of the Manager. In addition to the obligations expressly provided by the Business Trust Statute or this Trust Agreement, the Manager shall: · Devote such of its time to the business and affairs of the Trust and each Series as it shall, in its discretion exercised in good faith, determine to be necessary to conduct the business and affairs of the Trust and each Series for the benefit of the Trust and each Series and the Interest Holders; · Execute, file, record and/or publish all certificates, statements and other documents and do any and all other things as may be appropriate for the formation, qualification and operation of the Trust and each Series and for the conduct of its business in all appropriate jurisdictions; · Retain independent public accountants to audit the accounts of the Trust and each Series; · Employ attorneys to represent the Trust and each Series; · Use its best efforts to maintain the status of (1) the Trust as a “business trust” for state law purposes, and (2) each Series as a “partnership” for federal income tax purposes; · Have fiduciary responsibility for the safekeeping and use of the Trust Estate, whether or not in the Manager’s immediate possession or control; · Acknowledge and accept appointment as an investment manager and fiduciary under ERISA, with respect to the assets of each Interest Holder subject to ERISA invested in the Trust. · Admit substitute Interest Holders and additional Interest Holders in accordance with this Trust Agreement; · Refuse to recognize any attempted transfer or assignment of an Interest that is not made in accordance with the provisions of Article V hereof; and · Maintain a current list of the names and last known addresses and number of Interests owned by each Interest Holder and the other Trust documents described in Section 9.6 hereof at the Trust’s principal place of business. · General Prohibitions. The Manager mayTrust and each Series shall not: · Capitalize Borrow money from or loan money to any Interest Holder or other person, except that the Company via foregoing is not intended to prohibit (i) the sale deposit of Units margin with respect to the initiation and maintenance of the Trust’s and Series’ Futures positions or Interests in the Company (ii) a loan as described in Article 2 Section 6.7 hereof; and · Acquire by purchaseCreate, leaseincur, assume or otherwise suffer to exist any real lien, mortgage, pledge, conditional sales or personal property which may be necessaryother title retention agreement, convenientcharge, security interest or incidental to encumbrance on the accomplishment of the business of the Company; · Borrow money and issuing of evidences of indebtedness necessaryTrust Estate, convenient, or incidental to the accomplishment of the purposes of the Company; including except (i) the right (but not the obligation) to personally and voluntarily guarantee such obligations; · Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance and/or obligation of a Property; · Make all decisions relating to the investing activity of the Company and management of Properties and all portions thereof; · Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of a Property or any portions thereof; · Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; · Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; · Execute and deliver bonds and/or conveyances in the name of the Company provided same are done Futures broker incurred in the ordinary course of business, (ii) liens for taxes not delinquent or being contested in good faith and by appropriate proceedings and for which appropriate reserves have been established, (iii) deposits or pledges to secure obligations under workmen’s compensation, social security or similar laws or under unemployment insurance, (iv) deposits or pledges to secure contracts (other than contracts for the Company’s business; · Engage in any kind payment of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securitiesmoney), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business, (v) mechanics’, warehousemen’s, carriers’, workmen’s, materialmen’s or other like liens arising in the ordinary course of business with rights respect to obligations which are not due or preferences which are being contested in good faith, and for which appropriate reserves have been established if required by generally accepted accounting principles, and liens arising under ERISA and (vi) as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described permitted in Article 2.3 pursuant to a defaulting Member. · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 2.4 hereof.

Authority of the Manager. Except Subject to the extent provisions of this Agreement that such require the consent or approval of one or more Members, the Manager shall have the exclusive power and authority to manage the business and rights have been reserved for affairs of the Members elsewhere Company and to make all decisions with respect thereto. Except as otherwise expressly provided in this Agreement, the Manager or Persons designated by the Manager, including officers and agents appointed by the Manager, shall be the only Persons authorized to execute documents which shall be binding on the Company. To the fullest extent permitted by Delaware law, but subject to any specific provisions hereof granting rights to Members, the Manager shall have the obligation power to perform any acts, statutory or otherwise, with respect to the Company or this Agreement, which would otherwise be possessed by the Members under Delaware law, and the exclusive right Members shall have no power whatsoever with respect to manage the day-to-day activities management of the business and affairs of the Company. The power and authority granted to the Manager hereunder shall include all those necessary, convenient or incidental for the accomplishment of the purposes of the Company includingand shall include the power to make all decisions with regard to the management, but not limited to performance operations, assets, financing and capitalization of the following activities. The Manager may: · Capitalize Company, including without limitation, the Company via power and authority to undertake and make decisions concerning (in each case subject to the sale terms, conditions, and special approval requirements of Units this Agreement): (a) hiring and firing employees, attorneys, accountants, brokers, investment bankers and other advisors and consultants, (b) entering into leases for real or Interests personal property, (c) opening bank and other deposit accounts and operations thereunder, (d) purchasing, constructing, improving, developing and maintaining real property, (e) purchasing insurance, goods, supplies, equipment, materials and other personal property, (f) borrowing money, obtaining credit, issuing notes, debentures, securities, equity or other interests of or in the Company as described and securing the obligations undertaken in Article 2 hereof; · Acquire by purchaseconnection therewith with mortgages on, lease, pledges of and security interests in all or otherwise any portion of the real or personal property which may be necessary, convenient, or incidental to the accomplishment of the business of the Company; · Borrow money , (g) making investments in or the acquisition of securities of any Person, (h) giving guarantees and issuing indemnities, (i) entering into contracts or agreements, whether in the ordinary course of evidences business or otherwise, (j) mergers with or acquisitions of indebtedness other Persons, (k) dissolution, (l) the sale or lease of all or any portion of the assets of the Company, (m) forming subsidiaries or joint ventures, (n) compromising, arbitrating, adjusting and litigating claims in favor of or against the Company and (o) all other acts or activities necessary, convenient, convenient or incidental to for the accomplishment of the purposes of the Company; including the right (but not the obligation) to personally and voluntarily guarantee such obligations; · Open, maintain and close, as appropriate, all Company bank accounts and (subject to any limitations set forth herein) drawing checks and other instruments for the payment of funds associated with acquisition or maintenance of a Property; · Make all decisions relating to the investing activity of the Company and management of Properties and all portions thereof; · Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out the purposes of this Agreement; · Obtain, negotiate and execute all documents and/or contracts necessary or appropriate to accomplish any improvement of a Property or any portions thereof; · Establish a reasonable Reserve fund for operation of the Company and potential future or contingent Company liabilities; · Pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company to the extent that any settlement of a claim does not exceed available insurance proceeds; · Execute and deliver bonds and/or conveyances in the name of the Company provided same are done in the ordinary course of the Company’s business; · Engage in any kind of legal activity and perform and carry out contracts of any kind necessary or incidental to, or in connection with the operation of the Company; and · Make an annual calculation of the Estimated Market Value of the Company and report it to the Members using any commercially acceptable method for doing so. · Cause or permit the Company to engage in any activity that is not consistent with the purposes of the Company as set forth in Articles 1.9 and 1.10 hereof. · File a lawsuit on behalf of the Company or confess a judgment against the Company in an amount in excess of insurance proceeds. · Knowingly perform any act that would subject any Members to liability as a general partner in any jurisdiction. · Cause the Company to voluntarily take any action that would cause a bankruptcy of the Company. · Issue, create or authorize for issuance any equity securities (including Units, securities convertible into or exchangeable for any Units in other equity securities and equity securities issued in connection with any debt securities), with rights or preferences as to Distributions senior to the existing and outstanding Units, or reclassify any existing securities into equity securities with rights or preferences as to Distributions senior to the existing and outstanding Units, by means of amendment to this Agreement or by merger, consolidation, operation of law or otherwise, except as described in Article 2.3 pursuant to a defaulting Member. · Change the tax status of the Company or take any action inconsistent with Article 1.8 hereof and Section 3.2 of Appendix C hereto. · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof.