Common use of Powers of the Managing Member Clause in Contracts

Powers of the Managing Member. The Managing Member shall have full, exclusive, and complete discretion, power, and authority, subject in all cases to the other provisions of this Agreement and the requirements of applicable law, to manage, control, administer, and operate the business and affairs of the Company and its assets, for the purposes herein stated, and to make all decisions affecting such business and affairs. The Managing Member’s power and authority shall include, without limitation, the power and authority: (1) to purchase, hold, mortgage, refinance, lease, operate, manage, improve, develop and sell real estate and other assets, and to enter into agreements with others with respect to such activities; (2) to mortgage assets, borrow money, obtain letters of credit, guarantee borrowings or letters of credit, or otherwise obligate the Company in respect of indebtedness or similar obligations; (3) to, notwithstanding any contrary provision in this Agreement, loan money to the Company at an interest rate comparable to the rate available from third parties; (4) to use the Company’s funds (a) to support investments or obligations of the Company, (b) to cover expenses of the Company, (c) to make distributions to Members and the Managing Member, and (d) for any other purposes in exercising the rights, responsibilities or powers of the Managing Member; (5) to cause or allow the legal title to, or any legal or equitable interest in any asset of the Company to remain or be vested or registered in the name of any other Person, whether in trust for or as agent or nominee of the Company, or otherwise for its account or benefit; (6) to commence and defend all actions brought by or against the Company, compromise such actions, enforce Company judgments, and compromise claims and assign claims for collection; (7) to enter into such agreements, contracts, documents and instruments with such parties (including Affiliates) and to give such receipts, releases and discharges with respect to all of the foregoing and any matters incident thereto as the Managing Member may deem advisable, appropriate or convenient; (8) to engage and compensate any Affiliate of the Managing Member to conduct any right or power or duty of the Managing Member at the Managing Member’s sole discretion; (9) to assign all or any portion of fees due it under this Agreement, or its share of distributions, Profit or Loss, to third parties, including, but not limited to, one or more of its Affiliates; (10) to make any and all other expenditures that the Managing Member, in the sole and absolute discretion of the Managing Member, deems necessary or appropriate in connection with the management of the affairs of the Company and the performance of its obligations and responsibilities under this Agreement, including, without limitation, expenditures incurred in connection with the organization, financing, operation, winding up and dissolution of the Company; (11) to provide the Company with real estate broker services, leasing services and property management services; (12) to admit new Members, issue additional Membership Interests, or create and issue classes of Membership Interests, on such terms as the Managing Member may determine from time to time, and which may include rights, preferences and privileges senior to the rights, preferences and privileges of the existing Members; and (13) to enter into a separate agreement with any Member, which includes special, different and/or more favorable benefits than those provided to the other Members, including other Members holding the same class of Membership Interests, without disclosing such agreements to the other Members.

Powers of the Managing Member. 5.2.1 The Managing Member shall have fulland may exercise, exclusiveon behalf of the Fund, all powers and complete discretionrights necessary, powerproper, convenient or advisable to effectuate and authoritycarry out the purposes, subject in all cases to business and objectives of the other provisions of this Agreement Fund and as permitted under the Act and the requirements of CEA, including, as required by applicable law, being the Fund’s Commodity Pool Operator. 5.2.2 Subject to manageany and all limitations expressly set forth in this Agreement, controlthe Managing Member shall perform or cause to be performed, administerthe coordination of all management and operational functions relating to the business of the Fund. Without limiting the generality of the foregoing, the Managing Member is expressly authorized on behalf of the Fund to: (i) expend the capital and revenues of the Fund in furtherance of the Fund’s business, and operate borrow and raise money from time to time, and issue, accept, endorse and execute notes, drafts, guarantees, bills of exchange, and evidence of indebtedness of all kinds, whether or not with security; (ii) open, maintain and close, in the business and affairs name of the Company Fund, Investments and its assetsother trading accounts, bank accounts, and to draw checks or other orders for the payment of money; (iii) make, or designate and appoint other persons to make, directly or indirectly, all or any portion of the Fund’s trading and investment decisions, for the purposes herein stated, and to make all decisions affecting such business and affairs. The Managing Member’s power and authority shall include, without limitation, the power and authority:set forth in this Agreement; (1iv) to purchase, hold, mortgage, refinance, lease, operate, manage, improve, develop and sell real estate and other assets, and to enter into agreements and contracts with others with respect to such activities; (2) to mortgage assets, borrow money, obtain letters of credit, guarantee borrowings or letters of credit, or otherwise obligate the Company in respect of indebtedness or similar obligations; (3) to, notwithstanding any contrary provision in this Agreement, loan money to the Company at an interest rate comparable to the rate available from third parties; (4) to use the Company’s funds (a) to support investments or obligations of the Company, (b) to cover expenses of the Companyterminate such agreements and institute, (c) to make distributions to Members defend and the Managing Member, settle litigation arising therefrom and (d) for any other purposes in exercising the rights, responsibilities or powers of the Managing Member; (5) to cause or allow the legal title to, or any legal or equitable interest in any asset of the Company to remain or be vested or registered in the name of any other Person, whether in trust for or as agent or nominee of the Company, or otherwise for its account or benefit; (6) to commence and defend all actions brought by or against the Company, compromise such actions, enforce Company judgments, and compromise claims and assign claims for collection; (7) to enter into such agreements, contracts, documents and instruments with such parties (including Affiliates) and to give such receipts, releases and discharges with respect to all of the foregoing and any matters incident thereto as thereto; (v) maintain adequate records and accounts of all operations and expenditures and furnish the Members with the reports required hereunder; (vi) take and hold all property of the Fund, real, personal and mixed, in the name of the Fund, or in the name of a nominee authorized by the Managing Member; (vii) enter into one or more customer agreements with one or more dealers or brokers, including dealers or brokers who may be affiliated with the Managing Member may deem advisable(“Brokers”), appropriate and subject to applicable federal securities and futures laws, enter into agency cross transactions with one or convenientmore Brokers; (8) to engage viii) execute for and compensate any Affiliate on behalf of the Managing Member Fund any filing, notice, form or other document under any federal or state securities law and to conduct take any right additional action as it shall deem necessary or power or duty desirable to effectuate the offering of the Managing Member at the Managing Member’s sole discretionInterests; (9ix) to assign sell, lease, exchange or otherwise dispose of all or any portion of fees due it under this Agreementthe property of the Fund; (x) employ consultants, or its share of distributionsexperts, Profit or Lossprofessionals, to accountants, auditors, attorneys, brokers, engineers, custodians, escrow agents, administrators, and any other third parties, includingincluding Affiliates of the Managing Member, but not limited todeemed necessary by the Managing Member, one or more of its Affiliatesand terminate such employment; (10xi) pay, extend, renew, modify, adjust, submit to arbitration, prosecute, defend or compromise, upon such terms as it may determine and upon such evidence as it may deem sufficient, any obligation, suit, liability, cause of action or claim, including taxes, either in favor of or against the Fund; (xii) pay any and all reasonable fees and to make any and all other reasonable expenditures that the Managing Memberwhich it, in the its sole and absolute discretion of the Managing Memberdiscretion, deems necessary or appropriate in connection with the offering and sale of the Interests, the management of the affairs of the Company Fund, the investment and maintenance of the assets of the Fund, and the performance carrying out of its obligations and responsibilities under this Agreement; (xiii) pay any and all reasonable fees and to make any and all reasonable expenditures to an Affiliate which it, includingin its sole discretion, without limitation, expenditures incurred deems necessary or appropriate in connection with the organization, financing, operation, winding up and dissolution administration of the CompanyFund; (11xiv) admit an assignee of a Member’s Interest to provide be a substituted Member in the Company with real estate broker servicesFund, leasing services pursuant to and property management servicessubject to the terms of Section 9 hereof, without the consent of any Member; (12xv) determine the accounting methods and conventions to admit new Membersbe used in the preparation of the tax returns referred to in Section 7.4, issue additional Membership Interestsand make such elections under the tax laws of the United States, the several states and other relevant jurisdictions as to the treatment of items of income, gain, loss, deduction and credit of the Fund, or create any other method or procedure related to the preparation of such returns; (xvi) be designated to and issue classes of Membership Interests, on such terms act as the Managing Tax Matters Member in accordance with Section 6231(a)(7) of the Code, to which designation each Member hereby consents as an express condition of being admitted to the Fund, and, in such capacity, to participate in an audit of the Fund’s return of income and consent to assessments by the auditing agent that may determine from time be adverse to timethe Members or the Fund and, in connection therewith, to negotiate, settle and make agreements and adjustments with respect to the Fund’s tax returns binding upon the Members; (xvii) make (and if made, to revoke) the elections referred to in Sections 475, 754 or other provisions of the Code or Regulations. Each of the Members will, upon request, supply the information necessary to properly give effect to such election or otherwise necessary for any tax purpose; (xviii) reconstitute the Fund prior to its termination; (xix) pay or authorize the payment of distributions to the Members; (xx) prosecute, defend, settle or compromise actions or claims at law or in equity at the Fund’s expense as may be necessary or proper to enforce or protect the Fund’s interests, and which may include rightsshall satisfy any judgment, preferences decree or decision of any court, board or authority having jurisdiction or any settlement of any suit or claim prior to judgment or final decision thereon, first, out of any insurance proceeds available therefore, and privileges senior to the rightsthen, preferences and privileges out of the existing MembersFund’s assets; and (13xxi) vote all proxies with respect to enter into a separate agreement with any Member, which includes special, different and/or more favorable benefits than those provided to securities Investments held by the other Members, including other Members holding the same class of Membership Interests, without disclosing such agreements to the other MembersFund.

Powers of the Managing Member. (a) The Managing Member shall have full, exclusive, and complete discretion, power, and authority, subject in all cases to the other provisions of this Agreement and the requirements of applicable law, to manage, control, administer, and operate the business and affairs of the Company shall be under the sole and its assetsexclusive direction, for management and supervision of the purposes herein statedManaging Member. In addition to all powers provided or permitted by the Laws of the State of Delaware or any other applicable Law, and the Managing Member is hereby authorized on behalf of the Company: to make all decisions affecting such expend Company funds in furtherance of the business and affairs. The Managing Member’s power purpose of the Company; to admit Members and authority shall include, without limitation, the power issue Units for consideration and authority: (1) on terms and conditions in his discretion; to purchase, hold, mortgage, refinance, lease, operate, manage, improve, develop incur obligations for and sell real estate and other assets, and to enter into agreements with others with respect to such activities; (2) to mortgage assets, borrow money, obtain letters on behalf of credit, guarantee borrowings or letters of credit, or otherwise obligate the Company in respect of indebtedness or similar obligations; (3) toconnection with its business; to open, notwithstanding any contrary provision maintain and close, in this Agreement, loan money to the Company at an interest rate comparable to the rate available from third parties; (4) to use the Company’s funds (a) to support investments or obligations name of the Company, (b) brokerage and bank accounts, and to cover expenses draw checks or other orders for the payment of money; to borrow or raise moneys for and on behalf of the Company upon such terms and conditions as may be necessary or advisable and without limit as to amount or manner and time of repayment; to issue, accept, endorse and execute promissory notes, drafts, bills of exchange, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness; to hypothecate, mortgage or pledge the whole or any part of the property or credit of the Company, (c) whether at the time owned or thereafter acquired; to make distributions repay in whole or in part, refinance, modify or extend any security interest affecting property owned by the Company and, in connection therewith, to Members execute for and on behalf of the Company any or all extensions, renewals, or modifications of such security interests; to lend funds and other property of the Company either with or without security; to waive any default under any agreement to which the Company is a party; to apply for membership or participation in any exchanges, clearing agencies, trade associations or other organizations and to take any actions and disclose any information necessary or appropriate in connection with such applications; to determine, subject to the provisions of this Agreement, the terms of any offering of Units and the manner of complying with applicable Law and to take any additional action as he shall deem necessary or desirable to effectuate the offering of Units; to prepare, execute, file and deliver any documents, instruments or agreements; to employ such agents, brokers, traders, consultants, advisers, employees, attorneys and accountants as he deems appropriate and necessary to the conduct of the Company, at such rates and fees as it deems necessary or appropriate, whether or not they are associates or Affiliates of the Company or the Managing Member; to obtain insurance for the proper protection of the Company and the Members; to commence or defend any litigation or arbitration involving the Managing Member in its capacity as Managing Member, and (d) for any other purposes to retain legal counsel in exercising the rights, responsibilities or powers connection therewith and to pay out of the Managing Member; (5) to cause or allow the legal title to, or any legal or equitable interest in any asset assets of the Company any and all liabilities and expenses, including fees of legal counsel, incurred in connection therewith (except if the Managing Member is or becomes liable therefor under Section 7.07 hereof); to remain or be vested or registered in the name of take any other Person, whether in trust for action contemplated to be taken by the Managing Member pursuant to this Agreement; and to make such other decisions and enter into any other agreements or take such other action as agent he believes to be necessary or nominee desirable to carry out the business and purpose of the Company, or otherwise for its account or benefit;. (6b) Notwithstanding the foregoing, the Managing Member shall not, without the consent of a Majority in Interest of the Class B Members, have the power and authority to commence and defend effectuate the sale, lease, transfer, exchange or other disposition of all actions brought by or against the Company, compromise such actions, enforce Company judgments, and compromise claims and assign claims for collection; (7) to enter into such agreements, contracts, documents and instruments with such parties (including Affiliates) and to give such receipts, releases and discharges with respect to substantially all of the foregoing and any matters incident thereto as the Managing Member may deem advisable, appropriate or convenient; (8) to engage and compensate any Affiliate assets of the Managing Member to conduct any right or power or duty of the Managing Member at the Managing Member’s sole discretion; Company (9) to assign all or any portion of fees due it under this Agreement, or its share of distributions, Profit or Loss, to third parties, including, but not limited to, one the exercise or more grant of its Affiliates; (10) to make any and all conversion, option, privilege or subscription right or any other expenditures that the Managing Member, in the sole and absolute discretion of the Managing Member, deems necessary or appropriate right available in connection with any assets at any time held by the management of Company) or the affairs merger, consolidation, reorganization or other combination of the Company and the performance of its obligations and responsibilities under this Agreement, including, without limitation, expenditures incurred in connection with the organization, financing, operation, winding up and dissolution of the Company; (11) to provide the Company with real estate broker services, leasing services and property management services; (12) to admit new Members, issue additional Membership Interests, or create and issue classes of Membership Interests, on such terms as the Managing Member may determine from time to time, and which may include rights, preferences and privileges senior to the rights, preferences and privileges of the existing Members; and (13) to enter into a separate agreement with any Member, which includes special, different and/or more favorable benefits than those provided to the other Members, including other Members holding the same class of Membership Interests, without disclosing such agreements to the other Membersanother entity.

Powers of the Managing Member. The Subject to the limitations imposed by the Act and this Agreement, including without limitation, the limitations in Sections 6.2, 6.5 and 6.7, the Managing Member shall have fullthe power to conduct, exclusive, and complete discretion, power, and authority, subject in all cases to the other provisions of this Agreement and the requirements of applicable law, to manage, control, administerand make all decisions affecting the conduct of the ordinary business, and operate the business assets and affairs of the Company and its assets, for the purposes herein stated, and to make all decisions affecting such business and affairs. The Managing Member’s power and authority shall include, without limitation, the power and authority: (1) to purchase, hold, mortgage, refinance, lease, operate, manage, improve, develop and sell real estate and other assets, and to enter into agreements with others with respect to such activities; (2) to mortgage assets, borrow money, obtain letters of credit, guarantee borrowings or letters of credit, or otherwise obligate the Company in respect of indebtedness or similar obligations; (3) to, notwithstanding any contrary provision in this Agreement, loan money to the Company at an interest rate comparable to the rate available from third parties; (4) to use the Company’s funds (a) to support investments or obligations of the Company, (b) to cover expenses of the Company, (c) to make distributions to Members and the Managing Member, and (d) for any other purposes in exercising the rights, responsibilities or powers of the Managing Member; (5) to cause or allow the legal title to, or any legal or equitable interest in any asset of the Company to remain or be vested or registered in the name of any other Person, whether in trust for or as agent or nominee of the Company, or otherwise for its account or benefit; (6) to commence and defend all actions brought by or against the Company, compromise such actions, enforce Company judgments, and compromise claims and assign claims for collection; (7) to enter into such agreements, contracts, documents and instruments with such parties (including Affiliates) and to give such receipts, releases and discharges with respect to all of the foregoing and any matters incident thereto as the Managing Member may deem advisable, appropriate or convenient; (8) to engage and compensate any Affiliate of the Managing Member to conduct any right or power or duty of the Managing Member at the Managing Member’s sole discretion; (9) to assign all or any portion of fees due it under this Agreement, or its share of distributions, Profit or Loss, to third parties, including, but not limited to, one the power to: (a) establish, maintain, deposit in and withdraw from checking, savings, custodial and other accounts in the name of the company in such banks, savings and loan associations, trust companies or more of its Affiliatesother financial institutions as the Managing Member may from time to time select; (10b) invest any funds of the Company in short-term obligations, money market funds, interest bearing accounts, certificates of deposit, banker's acceptances or commercial paper, until such time as the funds are required for Company purposes or until the Managing Member elects to make distribute cash to the Members; (c) execute any and all notifications, statements, reports, returns or other expenditures filing that are necessary or desirable to be filed with any state or federal agency, commission, or authority, including any state or federal securities commission; (d) purchase or incur the cost of any insurance covering the potential liabilities of the Company, the Managing Member, in the sole and absolute discretion any shareholder, director, officer, member, manager or employee of the Managing MemberMember or any agent acting on behalf of the Company, deems including, without limitation, liabilities resulting from any such Person's service at the request of the Managing Member on behalf of the Company, as a director, officer, general partner, manager or member; (e) commence or defend litigation pertaining to the Company, its business or assets, or submit a claim or liability of the Company to arbitration or reference, provided that the Company shall not bear the expenses of any litigation brought against the Managing Member acting in such capacity or any officer, director, manager or member of the Managing Member except in accordance with Section 10.3; (f) enter into, make and perform such contracts, agreements and other undertakings, and to do such other acts, as it may deem necessary or appropriate advisable for, or as may be incidental to, the conduct of the business contemplated by this Agreement; including, without limitation, contracts, agreements, undertakings and transactions with any Member or with any other person or entity which is an Affiliate of any Member; (g) negotiate, enter into, execute and exercise any rights of the Company or grant any waivers or consents on behalf of the Company pursuant to any and all agreements, contracts, guaranties, documents, certificates and other instruments necessary in connection with the management of the affairs and operation of the Company and the performance accomplishment of its purposes or the conduct of its business; (h) sell, exchange, dispose of, transfer, pledge, refinance or otherwise alienate all or part of the assets of the Company and, prior to the liquidation and winding-up period of the Company following dissolution, reinvest any proceeds resulting from the sale or other disposition of all or any part of the assets of the Company in such instruments as are permitted by paragraph (a) above; (i) issue notes of the Company and borrow money and make, issue, accept, endorse and execute promissory notes, drafts, bills of exchange, guarantees and other instruments and evidences of indebtedness and secure the payment thereof by mortgage, pledge, or assignment of or grant or a security interest in, all or any part of the Company's then current or after acquired assets; (j) do all things necessary to create and enforce the Company's remedies relating to the Members' obligations to make contributions under this Agreement; (k) make tax elections on behalf of the Company; (l) authorize or approve all actions in connection with any distribution to Members under this Agreement including, without limitation, when to make a distribution, the amount of any distribution; (m) perform any and responsibilities under all acts necessary to pay any and all Company liabilities and other amounts authorized to be paid by the Company pursuant to the provisions of this Agreement; (n) employ, on behalf of and in the name of the Company, accountants, attorneys, brokers, consultants or other persons, firms or entities as it shall determine is proper, including persons and entities who may, subject to Section 6.5, be Affiliates, or who perform services for, or have business, financial, family or other relationships with any Member; (o) admit Persons as Non-Managing Members at any time or from time to time or accept additional capital contributions from any Non-Managing Member at any time or from time to time; (p) admit a Person as a substitute Non-Managing Member upon the Transfer of an Interest in accordance with the provisions of Section 8; and (q) delegate to the Officers, other employees and agents of the Company the authority to conduct the business of the Company in the ordinary course in accordance with this Agreement and any policy of delegation that may be adopted and revised from time to time by the Board. Any power not delegated by the Managing Member shall remain with the Managing Member. (r) do, or omit, all other acts, and execute, acknowledge or deliver all other instruments, which are necessary to effectuate any of the foregoing, to carry out the purposes of the Company, or which are otherwise desirable. None of the powers granted in this Section shall be interpreted as broadening or extending powers which are specifically limited by other provisions of this Agreement, including, without limitation, expenditures incurred those in connection with the organization, financing, operation, winding up Section 6.2 and dissolution of the Company; (11) to provide the Company with real estate broker services, leasing services and property management services; (12) to admit new Members, issue additional Membership Interests, or create and issue classes of Membership Interests, on such terms as the Managing Member may determine from time to time, and which may include rights, preferences and privileges senior to the rights, preferences and privileges of the existing Members; and (13) to enter into a separate agreement with any Member, which includes special, different and/or more favorable benefits than those provided to the other Members, including other Members holding the same class of Membership Interests, without disclosing such agreements to the other Members6.7.

Powers of the Managing Member. The Managing Member shall have full, exclusive, and complete discretion, power, and authority, subject in all cases to the other provisions of this Agreement and the requirements of applicable law, to manage, control, administer, and operate the business and affairs of the Company and its assets, for the purposes herein stated, and to make all decisions affecting such business and affairs. The Managing Member’s , in its sole discretion, subject to the restrictions contained herein, shall have all power to act on behalf of the Fund and authority shall includeeach Series, without limitation, the power and authority:including to:‌ (1a) establish and terminate additional Series, as provided in Section 1.07. (b) invest, reinvest and trade in and acquire, hold and dispose of Investments and to purchaseuse any investment techniques the Managing Member in good faith believes may further the investment objective of each Series, holdincluding those referenced in the Memorandum, mortgageto vote proxies and exercise all rights, refinanceon behalf of the Series, leasewith respect to Investments owned by the Series; (c) invest the Assets of the Series, operatewhether directly or through any Investment Vehicle managed by the Managing Member or its affiliates, managefor tax, improveregulatory or other purposes consistent with the purpose of the Series; (d) open, develop conduct and sell real estate and close accounts with brokers, dealers, futures commission merchants, custodians or other assets, service providers and to enter into agreements contracts with others such brokers, dealers, futures commission merchants, custodians, counterparties or service providers and to pay or authorize the payment, on behalf of a Series, of commissions, fees and other charges applicable to transactions with respect to such activitiesaccounts; (2e) enter into arrangements with brokers to mortgage assetsopen “average price” and other accounts, borrow money, obtain letters of credit, guarantee borrowings and within such accounts to (i) combine purchase or letters of credit, or otherwise obligate the Company in respect of indebtedness or similar obligations; (3) to, notwithstanding any contrary provision in this Agreement, loan money to the Company at an interest rate comparable to the rate available from third parties; (4) to use the Company’s funds (a) to support investments or obligations sale orders on behalf of the Company, (b) Series with orders for other accounts to cover expenses of the Company, (c) to make distributions to Members and which the Managing Member, any Sub-Adviser or any of their affiliates provide investment services, and (dii) allocate among such accounts the Investments or other Assets so purchased or sold in a manner and at a price believed by the Managing Member or any Sub-Adviser to be fair and equitable to each such account over time, to the extent permitted by applicable law; (f) open, maintain and close bank accounts and to draw checks or other orders for the payment of (g) enter into, make and perform any other purposes contracts, arrangements, agreements or other undertakings it may deem necessary, desirable or appropriate in exercising conducting the rightsbusiness of the Fund and (h) retain on behalf of any Series one or more Persons, responsibilities or powers including any affiliate of the Managing Member; (5, as Sub-Adviser(s) on a discretionary or non-discretionary basis to cause or allow supervise the legal title to, or any legal or equitable interest in any asset of the Company to remain or be vested or registered in the name of any other Person, whether in trust for or as agent or nominee of the Company, or otherwise for its account or benefit; (6) to commence Series’ Investments and defend all actions brought by or against the Company, compromise such actions, enforce Company judgments, and compromise claims and assign claims for collection; (7) to enter into such agreements, contracts, documents and instruments customary agreements with such parties Sub-Adviser(s) on such terms (including Affiliatesthe ability of such Sub-Adviser(s) to delegate some or all of its or their investment management duties and powers to one or more third-party investment manager(s) or sub-adviser(s) by contract) and subject to give such receipts, releases and discharges with respect to all of the foregoing and any matters incident thereto conditions as the Managing Member may deem advisable, appropriate or convenientdetermine; (8) to engage and compensate any Affiliate of i) retain one or more Persons, including the Managing Member or any affiliate(s) or employee(s) thereof, to conduct provide any right management, administrative, accounting and/or other services to the Series, and to the maximum extent not prohibited by applicable law delegate the exercise of certain of its powers hereunder to such Persons; (j) retain one or power or duty of more Persons, including the Managing Member at or any affiliate thereof, to act as a distributor, placement agent or transfer agent for the Managing Member’s sole discretionInterests; (9k) lend, either with or without security, any Investments, cash or other Assets of the Series, and to assign borrow or raise cash and secure the payment of obligations of the Series by pledge or hypothecation of all or any portion part of fees due it the Assets of the Series; (l) take any action necessary, desirable or appropriate in order to ensure that the Series is not required to register as an investment company under the Investment Company Act, including the right to restrict the number and/or nature of beneficial owners of Interests; (m) make determinations on the allocations of profits and losses, tax and other allocations, Net Asset Value of the Series and Asset Value and accounting procedures and determinations to be used by the Series, except as expressly provided for in this Agreement, or and such determinations shall be conclusive and binding on the Series and its share of distributions, Profit or Loss, to third parties, including, but not limited to, one or more of its AffiliatesMembers; (10n) cause the Series to engage in agency, agency cross and principal transactions with affiliates to the extent permitted, and subject to any conditions imposed, by (i) applicable securities laws or (ii) to make any the extent the relevant Series’ assets may be deemed to include “plan assets” as defined by Section 3(42) of ERISA, by ERISA and all other expenditures that the Managing Member, in the sole and absolute discretion Section 4975 of the Managing Member, deems necessary or appropriate in connection with the management of the affairs of the Company and the performance of its obligations and responsibilities under this Agreement, including, without limitation, expenditures incurred in connection with the organization, financing, operation, winding up and dissolution of the CompanyCode; (11) to provide the Company with real estate broker services, leasing services and property management services; (12) to admit new Members, issue additional Membership Interests, or create and issue classes of Membership Interests, on such terms as the Managing Member may determine from time to time, and which may include rights, preferences and privileges senior to the rights, preferences and privileges of the existing Members; and (13) to enter into a separate agreement with any Member, which includes special, different and/or more favorable benefits than those provided to the other Members, including other Members holding the same class of Membership Interests, without disclosing such agreements to the other Members.

Powers of the Managing Member. The Managing Member shall have full, exclusive, and complete discretion, power, and authority, subject in all cases (a) Subject to the other provisions of this Agreement Agreement, the management, operation and policies of the requirements Company shall be vested exclusively in the Managing Member, which shall have the power by itself and shall be authorized and empowered on behalf of applicable law, and in the name of the Company to manage, control, administer, delegate or carry out any and operate the business all objects and affairs purposes of the Company and its assets, for the purposes herein stated, to perform all acts and to make enter into and perform all decisions affecting such business and affairs. The Managing Member’s power and authority shall include, without limitation, the power and authority: (1) to purchase, hold, mortgage, refinance, lease, operate, manage, improve, develop and sell real estate contracts and other assetsundertakings that it may in its discretion deem necessary or advisable in connection therewith or incidental thereto. Without limiting the foregoing, and to enter into agreements with others with respect to such activities; (2) to mortgage assets, borrow money, obtain letters of credit, guarantee borrowings or letters of credit, or except as expressly provided otherwise obligate the Company in respect of indebtedness or similar obligations; (3) to, notwithstanding any contrary provision in this Agreement, loan money to the Company at an interest rate comparable to Managing Member, on behalf of and in the rate available from third parties; (4) to use the Company’s funds (a) to support investments or obligations name of the Company, (b) to cover expenses shall have the power without any further act, approval or vote of the Company, (c) to make distributions to Members and the Managing Member, and (d) for any other purposes in exercising the rights, responsibilities or powers of the Managing Member; (5) to cause or allow the legal title to, or any legal or equitable interest in any asset of the Company to remain or be vested or registered in the name of any other Person, whether at all times in trust for accordance with the terms of the Offering Memorandum to: (i) Purchase, acquire, hold, invest, reinvest, sell or as agent or nominee otherwise dispose of the Company, or otherwise for its account or benefit's interests in the Trading Entities; (6ii) to commence Purchase, acquire, hold, invest, reinvest, sell or otherwise dispose of, write, endorse, guarantee, exchange and defend all actions brought by trade (on margin or against otherwise), within and without the CompanyUnited States and, compromise whether or not readily marketable, Instruments and other assets of any Person, sell any such actions, enforce Company judgmentsInstruments short and cover such sales, and compromise claims and assign claims for collectionto hold cash uninvested; (7iii) Vote or otherwise take any action, directly or indirectly, required of or allowed to enter into such agreements, contracts, documents and instruments with such parties (including Affiliates) and to give such receipts, releases and discharges the Company with respect to all of the foregoing and any matters incident thereto as the Managing Member may deem advisable, appropriate Instruments or convenientother Company Property; (8) iv) Open, maintain and close bank, brokerage, custodial, futures and options, mutual fund and other similar accounts and draw checks and other orders for the payment of money and issue instructions and authorizations with respect to engage and compensate any Affiliate of the Managing Member to conduct any right Instruments or power or duty of the Managing Member at the Managing Member’s sole discretionother Company Property; (9v) to assign all or any portion of fees due Engage and terminate attorneys, accountants and such other agents and employees for itself and for the Company as it under this Agreement, or its share of distributions, Profit or Loss, to third parties, including, but not limited to, one or more of its Affiliates; (10) to make any and all other expenditures that the Managing Member, in the sole and absolute discretion of the Managing Member, deems may deem necessary or appropriate in connection with the management of the affairs of the Company advisable, and the performance of its obligations authorize any such agent or employee to act for and responsibilities under this Agreement, including, without limitation, expenditures incurred in connection with the organization, financing, operation, winding up and dissolution on behalf of the Company; (11vi) Without limiting its ultimate responsibility for the management of the Company, delegate any of its duties hereunder to provide any Person (including the Company Investment Manager) and, in furtherance of any such delegation, appoint, employ or contract with real estate broker servicesany Person it may in its sole discretion deem necessary or desirable for the transaction of the business of the Company, leasing services and property management serviceswhich Person may, under the supervision of the Managing Member, administer the day-to-day operations of the Company; (12vii) Commence or defend litigation or arbitration that pertains to admit new Membersthe Company or any Company Property and retain legal counsel in connection therewith; (viii) Make and perform such other agreements and undertakings as may be necessary or advisable for the carrying out of any of the foregoing powers, issue additional Membership Interestsobjects or purposes; and (ix) Carry on any other business in connection with or incidental to any of the objects and purposes of the Company, do everything necessary, suitable or create proper for the accomplishment of any purpose or the attainment of any object or the furtherance of any power herein set forth, either alone or in association with others, and issue classes take any action incidental or appurtenant to or growing out of Membership Interestsor connected with the business, on such terms purposes, objects or powers of the Company. The foregoing clauses shall be construed both as objects and as powers, and the foregoing enumeration of specific powers shall not be held to limit or restrict in any manner the general powers of the Managing Member. To the fullest extent permitted by law, in construing the provisions of this Agreement, the presumption shall be in favor of a grant of power to the Managing Member. Such powers of the Managing Member may determine from time be exercised without order of or resort to time, and which may include rights, preferences and privileges senior any court. Notwithstanding anything to the rightscontrary contained herein, preferences and privileges the Managing Member, on its own behalf or on behalf of the existing Members; andCompany, may execute, deliver and perform the terms of this Agreement without any further act, vote or approval of any other Member. (13b) to enter into The Managing Member shall not (i) admit any Person as a separate agreement with any Member, which includes special, different and/or more favorable benefits than those provided to Member except as permitted in this Agreement or (ii) permit the other Members, including other Members holding registration or listing of interests in the same class Company on an “established securities market,” as such term is used in section 1.7704-1 of Membership Interests, without disclosing such agreements to the other MembersTreasury Regulations.

Powers of the Managing Member. (a) The Managing Member shall have full, exclusivefull and complete charge of all affairs of the Company, and complete discretionthe management and control of the Company's business shall rest exclusively with the Managing Member, powersubject to the terms and conditions of this Agreement. The Managing Member shall devote to the conduct of the business of the Company such time and attention as is reasonably necessary to accomplish the purposes, and authorityto conduct the business, subject in all cases of the Company. (b) Subject to the limitations set forth in this Agreement, including but not limited to those limitations set forth in Section 6.3, the Managing Member shall perform or cause to be performed all management and operational functions relating to the business of the Company. Without limiting the generality of the foregoing, the Managing Member is authorized on behalf of the Company, without the consent of any other Member, to: (i) invest and expend the capital and revenues of the Company in furtherance of the Company's business and pay, in accordance with the provisions of this Agreement Agreement, all expenses, debts and the requirements of applicable law, to manage, control, administer, and operate the business and affairs obligations of the Company and its assets, for to the purposes herein stated, and to make all decisions affecting such business and affairs. The Managing Member’s power and authority shall include, without limitation, extent that funds of the power and authority:Company are available therefor; (1ii) to purchase, hold, mortgage, refinance, lease, operaterent, manageor otherwise acquire or obtain the use of office equipment, improvematerials, develop supplies, and sell all other kinds and types of real estate and other assetsor personal property, and to enter into agreements with others with respect to incur expenses for travel, telephone, telegraph and for such activities; (2) to mortgage assetsother things, borrow moneyservices and facilities, obtain letters of creditas may be deemed necessary, guarantee borrowings convenient or letters of credit, or otherwise obligate advisable for carrying on the Company in respect of indebtedness or similar obligations; (3) to, notwithstanding any contrary provision in this Agreement, loan money to the Company at an interest rate comparable to the rate available from third parties; (4) to use the Company’s funds (a) to support investments or obligations of the Company, (b) to cover expenses of the Company, (c) to make distributions to Members and the Managing Member, and (d) for any other purposes in exercising the rights, responsibilities or powers of the Managing Member; (5) to cause or allow the legal title to, or any legal or equitable interest in any asset of the Company to remain or be vested or registered in the name of any other Person, whether in trust for or as agent or nominee of the Company, or otherwise for its account or benefit; (6) to commence and defend all actions brought by or against the Company, compromise such actions, enforce Company judgments, and compromise claims and assign claims for collection; (7) to enter into such agreements, contracts, documents and instruments with such parties (including Affiliates) and to give such receipts, releases and discharges with respect to all of the foregoing and any matters incident thereto as the Managing Member may deem advisable, appropriate or convenient; (8) to engage and compensate any Affiliate of the Managing Member to conduct any right or power or duty of the Managing Member at the Managing Member’s sole discretion; (9) to assign all or any portion of fees due it under this Agreement, or its share of distributions, Profit or Loss, to third parties, including, but not limited to, one or more of its Affiliates; (10) to make any and all other expenditures that the Managing Member, in the sole and absolute discretion of the Managing Member, deems necessary or appropriate in connection with the management of the affairs of the Company and the performance of its obligations and responsibilities under this Agreement, including, without limitation, expenditures incurred in connection with the organization, financing, operation, winding up and dissolution business of the Company; (11iii) make investments in United States government securities, securities of governmental agencies, commercial paper, insured money market funds, bankers' acceptances, certificates of deposit and other securities, pending disbursement of the Company funds or to provide the Company with real estate broker services, leasing services and property management servicesa source from which to meet contingencies; (12iv) enter into agreements and contracts with any Person, and modify, supplement or terminate any such agreements, subject, however, to the provisions of Section 6.3 (xiii) of this Agreement; (v) maintain, at the expense of the Company, adequate records and accounts of all operations and expenditures and furnish the Members with the reports of such records and accounts; (vi) purchase, at the expense of the Company, liability, casualty, fire and other insurance and bonds to protect the Company's properties, business, Members and employees; (vii) sell, lease, trade, exchange or otherwise dispose of all or any portion of the property or assets of the Company, subject, however, to the provisions of Section 6.3(xiv); (viii) employ or retain, at the expense of the Company, consultants, accountants, attorneys, brokers, engineers, escrow agents and others and terminate such employment; (ix) to admit new Members, issue additional Membership Interests, appoint one or create and issue classes more officers of Membership Interests, on such terms the Company as the Managing Member may deems necessary, convenient or advisable in carrying out the businesses and purposes of the Company; (x) execute and deliver purchase agreements, notes, leases, subleases, applications, transfer documents and other documents, agreements and instruments necessary or incidental to the conduct of the businesses and purposes of the Company; (xi) permit an assignment of the Members' Interest in the Company and admit an assignee of the Members' Interest as a substituted Member in the Company, pursuant to and subject to the limitations of Article X hereof; (xii) determine from time the accounting methods and conventions to timebe used in the preparation of the Returns (as defined in Section 7.1), and which may include rightsmake any and all elections under the tax laws of the United States, preferences the several states and privileges senior other relevant jurisdictions as to the rightstreatment of items of income, preferences gain, loss, deduction and privileges credit of the existing MembersCompany, or any other method or procedure related to the preparation of the Returns; (xiii) defend claims or litigation in the name of the Company, subject, however, to Section 6.3(xii) of this Agreement; and (13xiv) to enter into take such other action and perform such other tasks as the Managing Member deems reasonably necessary, convenient or advisable in carrying out the purposes and businesses of the Company. The enumeration of powers in this Agreement shall not limit the general or implied powers of the Managing Member or any additional powers provided by law. By executing this Agreement, the Members shall be deemed to have consented to any exercise by the Managing Member of any of the foregoing powers. Any third party may rely on the signature of an officer of the Company as a separate agreement with valid exercise or execution of any Member, which includes special, different and/or more favorable benefits than those provided to of the other Members, including other Members holding foregoing powers of the same class Managing Member on behalf of Membership Interests, without disclosing such agreements to the other MembersCompany.

Powers of the Managing Member. (a) The Managing Member shall have full, exclusive, and complete discretion, power, and authority, subject in all cases to the other provisions of this Agreement and the requirements of applicable law, to manage, control, administer, and operate the business and affairs of the Company shall be under the sole and its assetsexclusive direction, for management and supervision of the purposes herein statedManaging Member. In addition to all powers provided or permitted by the Laws of the State of Delaware or any other applicable Law, and the Managing Member is hereby authorized on behalf of the Company: to make all decisions affecting such expend Company funds in furtherance of the business and affairs. The Managing Member’s power purpose of the Company; to admit Members and authority shall include, without limitation, the power issue Units for consideration and authority: (1) on terms and conditions in his discretion; to purchase, hold, mortgage, refinance, lease, operate, manage, improve, develop incur obligations for and sell real estate and other assets, and to enter into agreements with others with respect to such activities; (2) to mortgage assets, borrow money, obtain letters on behalf of credit, guarantee borrowings or letters of credit, or otherwise obligate the Company in respect of indebtedness or similar obligations; (3) toconnection with its business; to open, notwithstanding any contrary provision maintain and close, in this Agreement, loan money to the Company at an interest rate comparable to the rate available from third parties; (4) to use the Company’s funds (a) to support investments or obligations name of the Company, (b) brokerage and bank accounts, and to cover expenses draw checks or other orders for the payment of money; to borrow or raise moneys for and on behalf of the Company upon such terms and conditions as may be necessary or advisable and without limit as to amount or manner and time of repayment; to issue, accept, endorse and execute promissory notes, drafts, bills of exchange, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness; to hypothecate, mortgage or pledge the whole or any part of the property or credit of the Company, (c) whether at the time owned or thereafter acquired; to make distributions repay in whole or in part, refinance, modify or extend any security interest affecting property owned by the Company and, in connection therewith, to Members execute for and on behalf of the Company any or all extensions, renewals, or modifications of such security interests; to lend funds and other property of the Company either with or without security; to waive any default under any agreement to which the Company is a party; to apply for membership or participation in any exchanges, clearing agencies, trade associations or other organizations and to take any actions and disclose any information necessary or appropriate in connection with such applications; to determine, subject to the provisions of this Agreement, the terms of any offering of Units and the manner of complying with applicable Law and to take any additional action as he shall deem necessary or desirable to effectuate the offering of Units; to prepare, execute, file and deliver any documents, instruments or agreements; to employ such agents, brokers, traders, consultants, advisers, employees, attorneys and accountants as he deems appropriate and necessary to the conduct of the Company, at such rates and fees as it deems necessary or appropriate, whether or not they are associates or Affiliates of the Company or the Managing Member; to obtain insurance for the proper protection of the Company and the Members; to commence or defend any litigation or arbitration involving the Managing Member in its capacity as Managing Member, and (d) for any other purposes to retain legal counsel in exercising the rights, responsibilities or powers connection therewith and to pay out of the Managing Member; (5) to cause or allow the legal title to, or any legal or equitable interest in any asset assets of the Company any and all liabilities and expenses, including fees of legal counsel, incurred in connection therewith (except if the Managing Member is or becomes liable therefor under Section 7.07 hereof); to remain or be vested or registered in the name of take any other Person, whether in trust for action contemplated to be taken by the Managing Member pursuant to this Agreement; and to make such other decisions and enter into any other agreements or take such other action as agent he believes to be necessary or nominee desirable to carry out the business and purpose of the Company, or otherwise for its account or benefit;. (6b) Notwithstanding the foregoing, the Managing Member shall not, without the consent of a Majority in Interest of the Class B Members, have the power and authority to commence and defend effectuate the sale, lease, transfer, exchange or other disposition of all actions brought by or against the Company, compromise such actions, enforce Company judgments, and compromise claims and assign claims for collection; (7) to enter into such agreements, contracts, documents and instruments with such parties (including Affiliates) and to give such receipts, releases and discharges with respect to substantially all of the foregoing and any matters incident thereto as the Managing Member may deem advisable, appropriate or convenient; (8) to engage and compensate any Affiliate assets of the Managing Member to conduct any right or power or duty of the Managing Member at the Managing Member’s sole discretion; Company (9) to assign all or any portion of fees due it under this Agreement, or its share of distributions, Profit or Loss, to third parties, including, but not limited to, one the exercise or more grant of its Affiliates; (10) to make any and all conversion, option, privilege or subscription right or any other expenditures that the Managing Member, in the sole and absolute discretion of the Managing Member, deems necessary or appropriate right available in connection with any assets at any time held by the management of Company) or the affairs merger, consolidation, reorganization or other combination of the Company and the performance of its obligations and responsibilities under this Agreement, including, without limitation, expenditures incurred in connection with the organization, financing, operation, winding up and dissolution of the Company; (11) to provide the Company with real estate broker services, leasing services and property management services; (12) to admit new Members, issue additional Membership Interests, or create and issue classes of Membership Interests, on such terms as the Managing Member may determine from time to time, and which may include rights, preferences and privileges senior to the rights, preferences and privileges of the existing Members; and (13) to enter into a separate agreement with any Member, which includes special, different and/or more favorable benefits than those provided to the other Members, including other Members holding the same class of Membership Interests, without disclosing such agreements to the other Members.another entity. DB1/ 109886103.10

Powers of the Managing Member. The Without limiting the generality of the foregoing, the Managing Member shall have full, exclusive, and complete discretion, power, and authority, subject in all cases to the other provisions of this Agreement and the requirements of applicable law, to manage, control, administer, and operate the business and affairs of the Company and its assets, for the purposes herein stated, and to make all decisions affecting such business and affairs. The Managing Member’s exclusive power and authority shall include, without limitation, to cause the power and authorityCompany: (1i) to purchasedo any act in the conduct of its business and to exercise all powers granted to a limited liability company under the Delaware Act, whether in the state of location of principal place of business or in any other state, territory, district or possession of the United States or any foreign country, that may be necessary, convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (ii) to own, hold, mortgageoperate, maintain, finance, refinance, improve, lease, operatesell, manageconvey, improvemortgage, develop and sell real estate and other assetstransfer, and demolish or dispose of any asset as may be necessary, convenient, desirable or incidental to enter into agreements with others with respect to such activitiesthe accomplishment of the business purposes of the Company; (2) to mortgage assets, borrow money, obtain letters of credit, guarantee borrowings or letters of credit, or otherwise obligate the Company in respect of indebtedness or similar obligations; (3) to, notwithstanding any contrary provision in this Agreement, loan money to the Company at an interest rate comparable to the rate available from third parties; (4) to use the Company’s funds (a) to support investments or obligations of the Company, (b) to cover expenses of the Company, (c) to make distributions to Members and the Managing Member, and (d) for any other purposes in exercising the rights, responsibilities or powers of the Managing Member; (5) to cause or allow the legal title to, or any legal or equitable interest in any asset of the Company to remain or be vested or registered in the name of any other Person, whether in trust for or as agent or nominee of the Company, or otherwise for its account or benefit; (6) to commence and defend all actions brought by or against the Company, compromise such actions, enforce Company judgments, and compromise claims and assign claims for collection; (7iii) to enter into such agreementsinto, perform and carry out any contracts, leases, instruments, commitments, agreements or other documents and instruments with such parties (including Affiliates) and to give such receipts, releases and discharges with respect to all of the foregoing and any matters incident thereto as the Managing Member may deem advisable, appropriate or convenient; (8) to engage and compensate any Affiliate of the Managing Member to conduct any right or power or duty of the Managing Member at the Managing Member’s sole discretion; (9) to assign all or any portion of fees due it under this Agreement, or its share of distributions, Profit or Loss, to third parties, including, but not limited to, one or more of its Affiliates; (10) to make any and all other expenditures that the Managing Member, in the sole and absolute discretion of the Managing Member, deems necessary or appropriate in connection with the management of the affairs of the Company and the performance of its obligations and responsibilities under this Agreementkind, including, without limitation, expenditures incurred in connection contracts with the organizationMembers, financingany Affiliate thereof or any agent of the Company, operationnecessary, winding up and dissolution convenient, desirable or incidental to the accomplishment of the business purposes of the Company; (11iv) to provide the Company with real estate broker servicesxxx and be sued, leasing services complain and property management servicesdefend and participate in administrative or other proceedings, in its own name; (12v) to admit new Membersappoint officers, issue additional Membership Interestsemployees and agents of the Company, or create define their duties and fix their compensation, if any, and to select attorneys, accountants, consultants and other advisors of the Company; (vi) to indemnify any Person in accordance with the Delaware Act and to obtain any and all types of insurance; (vii) to borrow money from any Person, and issue classes evidences of Membership Interestsindebtedness and to secure the same by mortgages, deeds of trust, security agreements, pledges, collateral assignments or other liens on the assets of the Company; (viii) to negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any loan agreement, commitment, deed of trust, mortgage, security agreement or other loan document in respect of any assets of the Company; (ix) to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or to hold such terms as proceeds against the Managing Member may determine from time payment of contingent liabilities; (x) to timemake, execute, acknowledge, endorse and which may include rightsfile any and all agreements, preferences and privileges senior documents, instruments, checks, drafts or other evidences of indebtedness necessary, convenient, desirable or incidental to the rights, preferences and privileges accomplishment of the existing Membersbusiness purposes of the Company; (xi) to cease the Company’s activities and dissolve and wind up its affairs upon its duly authorized dissolution; and (13xii) to enter into a separate agreement with cause any Member, which includes special, different and/or more favorable benefits than those provided special purpose subsidiary limited liability company wholly owned by the Company to do any of the other Members, including other Members holding the same class of Membership Interests, without disclosing such agreements to the other Membersforegoing.