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 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; · 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 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 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; · 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 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 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 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 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 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 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 to The Members intend that the extent that such authority and rights have been reserved for Company be managed by the Members elsewhere in accordance with Section 18-402 of the Act and subject to any restrictions set forth in the Certificate or this Agreement, including, without limitation, those set forth in Sections 1.3(a) and 6.5 hereof, the Members hereby delegate all powers to control and manage the business and affairs of the Company and to bind the Company to and such powers shall be exclusively vested in, the Manager and the Manager may exercise all powers of the Company and do all such lawful acts as are not by statute, the Certificate or this Agreement directed or required to be exercised or done by the Members and in so doing shall have the obligation right and authority to take all actions which the exclusive right to manage Manager deems necessary, useful or appropriate for the day-to-day activities management and conduct of the Company including, but not limited to performance Company's business and affairs and in the pursuit of the purposes of the Company, including exercising the following activities. The Manager may: · Capitalize the Company via the sale of Units or Interests specific rights and powers in the Company as described name of and on behalf of the Company: (a) Conduct its business, carry on its operations and have and exercise the powers granted by the Act in Article 2 hereofany state, territory, district or possession of the United States, or in any foreign country which may be necessary or convenient to effect any or all of the purposes for which it is organized; · (b) Acquire by purchase, lease, or otherwise any real or personal property which may be necessary, convenient, or incidental to the accomplishment of the business purposes of the Company; · (c) Operate, maintain, finance, improve, construct, own, grant options with respect to, sell, convey, assign, mortgage, and lease any real estate and any personal property necessary, convenient, or incidental to the accomplishment of the purposes of the Company; (d) Execute any and all agreements, contracts, documents, certifications, and instruments necessary or convenient in connection with the management, maintenance, and operation of the Property, or in connection with managing the affairs of the Company, including, executing amendments to this Agreement and the Certificate in accordance with the terms of this Agreement, both as Manager and, if required, as attorney-in-fact for the Members pursuant to any power of attorney granted by the Members to the Manager'. (e) Borrow money and issuing of issue evidences of indebtedness necessary, convenient, or incidental to the accomplishment of the purposes of the Company, and secure the same by mortgage, pledge, or other lien on any Company assets; including (f) Execute, in furtherance of any or all of the right purposes of the Company, any deed, lease, mortgage, deed of trust, mortgage note, promissory note, xxxx of sale, contract, or other instrument purporting to convey or encumber any or all of the Company assets; (but not g) Prepay in whole or in part, refinance, recast, increase, modify, or extend any liabilities affecting 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 assets of the Company and management in connection therewith execute any extensions or renewals of Properties encumbrances on any or all of such assets; (h) Care for and distribute funds to the Members by way of cash income, return of capital, or otherwise, all portions thereof; · Employ such agents, employees, general contractors, independent contractors and attorneys as may be reasonably necessary to carry out in accordance with the purposes provisions of this Agreement; · Obtain, negotiate and execute perform all documents and/or contracts necessary or appropriate to accomplish any improvement matters in furtherance of a Property or any portions thereof; · Establish a reasonable Reserve fund for operation the objectives of the Company and potential future or contingent Company liabilitiesthis 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 (i) Contract on behalf of the Company provided same are done in for the ordinary course employment and services of employees and/or independent contractors, such as lawyers and accountants, and delegate to such Persons the duty to manage or supervise any of the assets or operations of the Company’s business; · (j) Engage in any kind of legal activity and perform and carry out contracts of any kind (including contracts of insurance covering risks to Company assets and Manager liability) necessary or incidental to, or in connection with with, 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 may be lawfully carried on or performed by a limited liability company under the laws of each state in which the Company is then formed or qualified; (k) Take, or refrain from taking, all actions, not expressly proscribed or limited by this Agreement, as set forth may be necessary or appropriate to accomplish the purposes of the' Company; (l) Institute, prosecute, defend, settle, compromise, and dismiss lawsuits or other judicial or administrative proceedings brought on or in Articles 1.9 behalf of, or against, the Company, the Members or the Manager in connection with activities arising out of connected with, or incidental to this Agreement, and 1.10 hereof. · File to engage counsel or others in connection therewith; (m) Purchase, take, receive, subscribe for or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of domestic or foreign corporations, associations, general or limited partnerships, other limited liability companies, or individuals or direct or indirect obligations of the United States or of any government, state, territory, government district or municipality or of any instrumentality of any of them; (n) Indemnify a lawsuit Member or the Manager or former Member or Manager in accordance with this Agreement, and to make any other indemnification that is authorized by this Agreement in accordance with the Act; (o) Acquire, invest Company funds in, hold and sell, transfer or otherwise dispose of Permitted Investments; (p) Acquire the AIMC stock and cause AIMC to invest in, hold and sell, transfer or otherwise dispose of Permitted Investments; (q) Execute and deliver on behalf of the Company (i) the RAMP Investments Contribution Agreement, (ii) the PCI Master Lease, (iii) any PCI Note, (iv) the Aircraft Lease Documents, and (v) any other document or confess a judgment against the Company in an amount in excess of insurance proceeds. · Knowingly perform any act that would subject any Members instrument 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 be delivered 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 foregoing; and Section 3.2 (r) Be the sole "authorized person" on behalf of Appendix C heretothe Company, as that term is defined in the Act. · Alter the Percentage Interests applicable to the Units, other than as described in Article 2.2 hereof.5.2

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 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.