Common use of Powers Clause in Contracts

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act b. act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operated. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and e. borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest f. invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter j. enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to appropriate for the accomplishment of the purposes purpose of the Company; (b) Act b. act as a trustee, executor, nominee, bailee, director, officer, agent or in some any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operated. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to appropriate for the accomplishment of the purposes of the Company; (e) Borrow e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or other lien on creation of liens upon the assets of the Company; (f) Invest f. invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary tonecessary, convenient or appropriate for, or in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter j. enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and (k) Do k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposesthe purposes of the Company, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act b. act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operated. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest f. invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter j. enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company LLC shall have the power and is hereby authorized to: (a) Acquire a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, assign, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purpose of the LLC; b. operate, maintain, develop, redevelop, finance, improve, mortgage, lease or demolish or otherwise dispose of any real or personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the CompanyLLC; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow c. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the CompanyLLC, and secure the same by mortgage, pledge or other lien on the assets of the CompanyLLC; (f) Invest d. guaranty the obligations of others including affiliates of the LLC; e. invest any funds of the Company LLC pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, f. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company LLC and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter g. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ LLC; h. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter i. enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the CompanyLLC; and (k) Do j. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct conduct, promotion or attainment of the business purpose of the CompanyLLC, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposespurposes the Company (i) shall have and exercise all powers necessary, but subject convenient or incidental to accomplish its purposes as set forth in Section 3 and (ii) shall have and exercise all of the provisions of this Agreementpowers and rights conferred upon limited liability companies formed pursuant to the Act, including, without limitation, the Company shall have the power and is hereby authorized to: (a) Acquire a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act b. act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operated. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest f. invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter j. enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposesthe purposes of the Company, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon on limited liability companies formed pursuant to the Act.

Powers. In furtherance and not in limitation of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property property, or any interest therein, that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, encumber, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money borrow money, guaranty the obligations of other persons (including, without limitation, obligations of direct or indirect parent or subsidiary entities or affiliates of the Company) and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepayprepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness or guaranty of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or mortgage, pledge, security agreement or other encumbrance securing such indebtednessindebtedness or guaranty; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Company or the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance and not in limitation of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property property, or any interest therein, that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, encumber, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money money, guaranty the obligations of other persons (including, without limitation, obligations of direct or indirect parent or subsidiary entities or affiliates of the Company) and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness or guaranty of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or mortgage, pledge, security agreement or other encumbrance securing such indebtednessindebtedness or guaranty; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Company or the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. (a) In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (ai) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (bii) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (ciii) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (div) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (ev) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (fvi) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (gvii) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hviii) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (iix) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (jx) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (kxi) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. (b) Notwithstanding anything in this Agreement to the contrary, without the need for consent of the Member, any Director or any Officer, the Company is authorized to: (i) issue noncumulative company preferred securities and invest such proceeds in subordinated notes issued by the Cayman Islands branch of the Member; (ii) issue common limited liability company interests; and (iii) issue a prospectus pursuant to which the securities listed in (i) and (ii) may be offered, and negotiate and execute an underwriting agreement pursuant to which the securities listed in (i) may be distributed; and the Member or any Officer may, on behalf of the Company, execute and deliver, and cause the Company (A) to perform its obligations under, (B) to satisfy any conditions required to be satisfied by the Company as a condition precedent to the effectiveness of, and (3) to take such other actions as such Member or Officer may deem appropriate with respect to such documents.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to appropriate for the accomplishment of the purposes purpose of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some any other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to appropriate for the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge of or other lien on creation of liens upon the assets of the Company; (f) Invest invest any funds in the possession of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary tonecessary, convenient or appropriate for, or in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures alone or together with other persons or entities in furtherance of the purposes of the Company; and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to appropriate for the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property property, or any interest therein, that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage„ pledge, encumber, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money money, guarantee the obligations of other persons (including, without limitation, obligations of direct or indirect parent or subsidiary entities or affiliates of the Company) and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness or guarantee of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage mortgage, pledge or security agreement or other encumbrance securing such indebtednessindebtedness or guarantee; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Company or the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, operate, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (fe) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (gf) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness Indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtednessIndebtedness; (hg) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with any of the MemberMembers, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (ih) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (ji) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (kj) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Delaware Act.

Powers. In furtherance of its purposes, but subject Subject to all of the provisions of this Agreement, including Sections 2.9 and 2.10, the Company Board of Directors shall have full and complete charge of all the power affairs and is hereby authorized business of the Company, in all respects and in all matters, including, without limitation, the responsibility, authority and power, on behalf of the Company, at the Company's expense and without the approval of any Member, to: (a) Acquire by purchaseacquire, operate, lease, contribution of property or otherwise, own, hold, sell, convey, transfer encumber or dispose of any direct and indirect interests in real or and personal property (including tangible and intangible property and cash) owned by the Company from time to time, and any property received in exchange therefor; (b) pay, collect, compromise, arbitrate or otherwise adjust any and all claims or demands of or against the Company, in such amounts and upon such terms and conditions as the Board of Directors shall reasonably determine; (c) from time to time, employ, engage, hire or otherwise secure the services of such Persons, including any of the parties hereto or any Persons related thereto or affiliated therewith, as the Board of Directors may reasonably deem advisable for the proper execution of its duties as the Board of Directors hereunder, provided such services are within the scope of the foregoing authority granted to the Board of Directors hereunder, such employment to be for such reasonable compensation and upon such reasonable terms and conditions as the Board of Directors shall determine; (d) prepare, execute, file, record, publish and deliver any and all instruments, documents or statements necessary or convenient to effectuate any and all actions that may be the Board of Directors is authorized to take on behalf of the Company; (e) borrow money and issue evidences of indebtedness necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Companyany Company assets; (f) Invest deal with, or otherwise engage in business with, or provide services to and receive compensation therefor from, any funds Person that has provided or may in the future provide services to, lend money to, sell property to, or purchase property from the Members or the Board of the Company pending distribution Directors, or payment of the same pursuant to the provisions of this Agreementany affiliate thereof; (g) Prepay, establish and maintain reserves for such purposes and in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company such amounts as it deems appropriate from time to time; and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, engage in any kind of activity and perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, kind necessary to, in connection with, convenient to, with or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient lawfully carried on or incidental to performed by a limited liability company under the conduct laws of the business State of Delaware. Except as expressly provided in this Agreement or required by law, the CompanyMembers shall have no right to vote on or consent to any other matter, and have and exercise all of act, decision or document involving the powers and rights conferred upon limited liability companies formed pursuant to the ActCompany or its business.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act b. act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operated. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest f. invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter j. enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, and own, hold, sell, convey, transfer or dispose of of, any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest guaranty indebtedness of the Member or any other direct or indirect parent, subsidiary or affiliate of the Company or, in furtherance of any or all of the purposes of the Company, any other person or entity, and secure the same by mortgage, pledge or other lien on the assets of the Company; (g) lend or invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (gh) Prepayprepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hi) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (ij) Employ employ or otherwise engage employees, managers, officers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (jk) Enter establish and carry out pension, profit sharing, retirement, benefit, incentive and compensation plans, trusts and provisions for any or all of its employees, managers, officers or consultants, and for any or all of the employees, managers, officers and consultants of its direct and indirect subsidiaries; (l) enter into or form partnerships, limited liability companies, trusts, associations, corporations or other ventures either alone or with other persons or entities in furtherance of the purposes of the Company; (m) make donations for the public welfare or for charitable, scientific or educational purposes, and in time of war or other national emergency in aid thereof; and (kn) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act b. act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operated. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest f. invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, to or incidental to the accomplishment of the purposes of the Company; (i) Employ i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter j. enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, Company and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient convenient, or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity Person (as defined below) and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hf) Enter into, perform and carry out contracts of any kind, including, including without limitation, contracts with any person or entity Person affiliated with the Member, deemed by the Member to be necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (ig) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (jh) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities Persons in furtherance of the purposes of the Company; and (ki) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. (a) In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (ai) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (bii) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (ciii) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (div) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (ev) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (fvi) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (gvii) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hviii) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (iix) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (jx) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (kxi) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. (b) Notwithstanding anything in this Agreement to the contrary, without the need for consent of the Member, any Director or any Officer, the Company is authorized to: (i) issue noncumulative company preferred securities and invest such proceeds in subordinated notes issued by the Cayman Islands branch of the Member; (ii) issue common limited liability company interests; and (iii) issue a prospectus pursuant to which the securities listed in (i) and (ii) may be offered, and negotiate and execute an underwriting agreement pursuant to which the securities listed in (i) may be distributed; and the Member or any Officer may, on behalf of the Company, execute and deliver, and cause the Company (A) to perform its obligations under, (B) to satisfy any conditions required to be satisfied by the Company as a condition precedent to the effectiveness of, and (3) to take such other actions as such Member or Officer may deem appropriate with respect to such documents.

Powers. In furtherance of its purposes, but subject to all of the restrictions and limitations contained in the Investment Company Act and subject to the provisions of this Agreement, the Company shall have the power and is hereby authorized toto engage in all activities and transactions as the Board or the Officers may deem necessary, appropriate, proper, advisable, incidental or convenient in connection therewith, including, without limitation: (a) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by pledge or other lien on the assets of the Company; (b) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (c) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any security agreement securing such indebtedness; (d) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Initial Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (e) File documents with the SEC, including amendments and supplements thereto, as are required by the Investment Company Act, the Securities Act or as otherwise may be convenient to, or incidental to the accomplishment of the purposes of the Company; (f) Execute, deliver and file any certificates (or any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business; (g) Execute and file such forms or certificates and may take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company under the laws of any other states or jurisdictions in which the Company engages in business; (h) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (i) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; (j) Allocate capital among a number of pooled entities that may be organized in the U.S. and in non-U.S. jurisdictions and classified as real estate investment trusts, limited partnerships, regulated investment companies, corporations, limited liability companies or other entities for U.S. federal income tax purposes (each, an “Underlying Fund” and collectively, the “Underlying Funds”), each pursuant to relative value investment strategies or other techniques and subject to various risks; (k) Engage attorneys, appraisers, administrators, independent accountants, or such other persons as the Board or the Officers may deem necessary or advisable; (l) Enter into custody agreements with third parties to hold in custody certain of the Company’s assets or Shares; (m) Maintain for the conduct of the Company’s affairs one or more offices and to engage personnel, whether part time or full time, and do such other acts as the Board or the Officers may deem necessary or advisable; (n) Designate from time to time persons to act as signatories for the Company, including, without limitation, persons authorized to execute and deliver any filings with the SEC or applicable federal or state regulatory authorities or self-regulatory organizations; (o) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (bp) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (cq) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (dr) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (es) Borrow money Acquire and issue evidences enter into any contract of indebtedness in furtherance of any insurance necessary or all of appropriate for the purposes protection of the Company, its Officers and secure Directors or for the same by mortgage, pledge or other lien on the assets conservation of the Company’s assets; (ft) Invest Delegate the power to take any funds of the foregoing actions on behalf of the Company pending distribution to the Adviser, a third party or payment any of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole Officers or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the CompanyDirectors; and (ku) Do such other things and engage in such other activities related to the foregoing as may be necessary, advisable, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, otherwise and own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent general or in some other fiduciary capacity for limited partner of any person general or entity limited partnership of which the Company may be a partner and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciarythe holder of partnership interests, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Affiliate of a Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ establish reserves for capital expenditures, working capital, debt service, taxes, assessments, insurance premiums, repairs, improvements, depreciation, depletion, obsolescence, and general maintenance of buildings and other property out of the rents, profits, or other income received; (j) employ or otherwise engage employees, managers, directors, contractors, advisors, attorneys advisors and consultants (including without limitation any Member) and pay reasonable compensation for such services; (jk) Enter enter into partnerships, limited liability companies, trusts, associations, corporations partnerships or other ventures with other persons or entities Persons (including without limitation any Affiliate of any Member) in furtherance of the purposes of the Company; and (kl) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental advisable with respect to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, any Member necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property property, or any interest therein, that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage,, pledge, encumber, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money money, guarantee the obligations of other persons (including, without limitation, obligations of direct or indirect parent or subsidiary entities or affiliates of the Company) and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness or guarantee of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage mortgage, pledge or security agreement or other encumbrance securing such indebtednessindebtedness or guarantee; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Company or the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance and not in limitation of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property property, or any interest therein, that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, encumber, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money borrow money, guaranty the obligations of other persons (including, without limitation, obligations of direct or indirect parent or subsidiary entities or affiliates of the Company) and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepayprepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness or guaranty of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or mortgage, pledge, security agreement or other encumbrance securing such indebtednessindebtedness or guaranty; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Company or the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the ActLLC Law.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act act as a general partner, trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this the Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of or the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposesthe purposes of the Company, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Illinois Limited Liability Company Act (805 ILCS 180/1-1, et seq.), as amended from time to time (the “Act”).

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepayprepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ open, maintain and close accounts with brokers; (j) open, maintain and close bank accounts and draw checks and other orders for the payment of moneys; (k) employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants consultants, including, without limitations, placement agents, and pay reasonable compensation for such services; (jl) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (km) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the restrictions and limitations contained in the Investment Company Act and subject to the provisions of this Agreement, the Company shall have the power and is hereby authorized toto engage in all activities and transactions as the Board or the Officers may deem necessary, appropriate, proper, advisable, incidental or convenient in connection therewith, including, without limitation: (a) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by pledge or other lien on the assets of the Company; (b) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (c) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any security agreement securing such indebtedness; (d) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Initial Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (e) File documents with the SEC, including amendments and supplements thereto, as are required by the Investment Company Act, the Securities Act or as otherwise may be convenient to, or incidental to the accomplishment of the purposes of the Company; (f) Execute, deliver and file any certificates (or any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business; (g) Execute and file such forms or certificates and may take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company under the laws of any other states or jurisdictions in which the Company engages in business; (h) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (i) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; (j) Allocate capital among a number of pooled entities that may be organized in the U.S. and in non-U.S. jurisdictions and classified as real estate investment trusts, limited partnerships, regulated investment companies, corporations, limited liability companies or other entities for U.S. federal income tax purposes (each, an “Underlying Fund” and collectively, the “Underlying Funds”), each pursuant to relative value investment strategies or other techniques and subject to various risks; (k) Engage attorneys, appraisers, administrators, independent accountants, or such other persons as the Board or the Officers may deem necessary or advisable; (l) Enter into custody agreements with third parties to hold in custody certain of the Company’s assets or Shares; (m) Maintain for the conduct of the Company’s affairs one or more offices and to engage personnel, whether part time or full time, and do such other acts as the Board or the Officers may deem necessary or advisable; (n) Designate from time to time persons to act as signatories for the Company, including, without limitation, persons authorized to execute and deliver any filings with the SEC or applicable federal or state regulatory authorities or self-regulatory organizations; (o) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (bp) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (cq) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (dr) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (es) Borrow money Acquire and issue evidences enter into any contract of indebtedness in furtherance of any insurance necessary or all of appropriate for the purposes protection of the Company, its Officers and secure Directors or for the same by mortgage, pledge or other lien on the assets conservation of the Company’s assets; (ft) Invest Delegate the power to take any funds of the foregoing actions on behalf of the Company pending distribution to the Adviser, a third party or payment any of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole Officers or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the CompanyDirectors; and (ku) Do such other things and engage in such other activities related to the foregoing as may be necessary, advisable, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. The foregoing enumeration of the powers shall be read as broadly and liberally as possible, it being the intent of the foregoing to in no way limit the Company’s powers and authority.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act b. act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operated. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest f. invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the a Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter j. invest in or enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: : (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; ; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; ; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; , (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; ; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; ; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; Agreement and open and maintain checking and savings accounts with banks and savings institutions; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; ; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes purpose of the Company; ; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; ; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes purpose of the Company; and and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act act as a general partner, trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of or the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized toauthorized: (a) Acquire by purchaseto organize one or more Subsidiaries and to acquire any other real or personal property which may be necessary, leaseappropriate, contribution convenient or incidental to the accomplishment of property the purposes of the Company, or otherwise, to cause any Subsidiary to do the same; (b) to own, hold, operate, maintain, finance, service, improve, lease, sell, convey, transfer mortgage, pledge, or dispose of any real or personal property property, including, without limitation, the Property, that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent Company or in some other fiduciary capacity for to cause any person or entity and Subsidiary to exercise all of do the powers, duties, rights and responsibilities associated therewithsame; (c) Take to enter into all such agreements, and to execute, acknowledge and deliver all such documents, certificates and other instruments, as shall be necessary, appropriate or convenient in connection with the acquisition improvement and/or disposition of any Property or to cause any Subsidiary to do the same; (d) to take any and all actions necessary, convenient action necessary or appropriate as trusteethe holder of the Property, executorincluding, nomineewithout limitation, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence evidencing such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease amendments or demolish or otherwise dispose of to cause any real or personal property that may be necessary, convenient or incidental Subsidiary to do the accomplishment of the purposes of the Companysame; (e) Borrow to borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and and, if necessary, to secure the same by mortgage, pledge or other lien on the assets Property of the CompanyCompany or any Subsidiary and to cause any Subsidiary to do the same; (f) Invest to invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, to prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company andor any Subsidiary, and in connection therewith, therewith execute any extensions, renewals or modifications of relating thereto and to cause any mortgage or security agreement securing such indebtednessSubsidiary to do the same; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations partnerships or other ventures with other persons or entities Persons in furtherance of the purposes of the Company; and (ki) Do to do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental advisable with respect to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act, or to cause any Subsidiary to do the same.

Powers. In furtherance of its purposes, but subject to all of the provisions of this AgreementAgreement and the Act, the Company shall have the right, power and is hereby authorized toauthority to engage in all activities and transactions necessary or desirable to accomplish its purposes and to do any other act or thing incidental or ancillary thereto, including the following: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes any purpose of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officermanager, agent or in some other fiduciary capacity for any person or entity (each, a “Person”) and to exercise all of the authorities, powers, duties, duties and rights and perform all of the obligations and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (dc) Operateoffer, purchaseissue, maintainand sell notes, financebonds, improvedebentures and other securities, ownin public or private sale, sellincluding debt issued under an indenture, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the securities or other assets of the Company; (fd) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any indenture under which such indebtedness is issued or any mortgage or security agreement securing such indebtedness; (he) Enter invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (f) lend money to, or purchase notes, bonds, debentures or other securities from, affiliates of the Company, including the Member; (g) enter into, perform and carry out contracts of any kind, including, without limitation, including contracts with any person or entity Person affiliated with the MemberCompany, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (ih) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants consultants, and pay reasonable compensation for such services; (ji) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; (j) enter into interest rate, basis, currency, hedge or other swap agreements or cap, floor, put, call, option, exchange or collar agreements, derivative agreements, or other agreements similar to any of the foregoing; and (k) Do exercise any powers or privileges incidental to any of the foregoing, including such other things powers and engage in such other activities related privileges as are necessary or convenient to the foregoing as may be necessaryconduct, convenient promotion or incidental to the conduct attainment of the business business, purposes or activities of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject the Company (i) shall have and exercise all powers necessary, convenient or incidental to accomplish its purposes as set forth in Section 3 hereof, and (ii) shall have and exercise all of the provisions of this Agreementpowers and rights conferred upon limited liability companies formed pursuant to the Act, including, without limitation, the Company shall have the power and is hereby authorized to: (a) Acquire a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act b. act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operated. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest f. invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter j. enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act act as a general partner, trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest invest any funds of the Company company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of or the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. (a) In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (ai) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (bii) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (ciii) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (div) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (ev) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (fvi) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (gvii) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hviii) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (iix) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (jx) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (kxi) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. (b) Notwithstanding anything in this Agreement to the contrary, without the need for consent of the Member or any Officer, the Company has the power and authority to and is hereby authorized to: (i) issue preferred limited liability company interests in the Company (the “Company Preferred Securities”) and invest such proceeds in subordinated notes or other eligible investments issued by the Member or one of its branches or subsidiaries; (ii) issue common limited liability company interests in the Company (the “Company Common Securities”); and (iii) issue a prospectus pursuant to which the securities listed in (i) may be offered, and negotiate and execute an underwriting agreement pursuant to which the securities listed in (i) may be distributed; and the Member, acting alone, or any two Officers, acting jointly, may, on behalf of the Company, execute and deliver, and cause the Company (A) to perform its obligations under, (B) to satisfy any conditions required to be satisfied by the Company as a condition precedent to the effectiveness of, and (C) to take such other actions as such Member, acting alone, or such Officers, acting jointly, may deem appropriate with respect to, such documents. (c) Notwithstanding any other provision of this Agreement, the Member, acting alone, and any two Officers, acting jointly, are authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person or entity.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;. (b) Act as a trustee, executor, nominee, nominee bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments;. (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company;. (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company;. (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for of such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes purpose of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the restrictions and limitations contained in the Investment Company Act and subject to the provisions of this Agreement, the Company shall have the power and is hereby authorized toto engage in all activities and transactions as the Board or the Officers may deem necessary, appropriate, proper, advisable, incidental or convenient in connection therewith, including, without limitation: (a) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by pledge or other lien on the assets of the Company; (b) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (c) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any 7 extensions, renewals or modifications of any security agreement securing such indebtedness; (d) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Initial Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (e) File documents with the SEC, including amendments and supplements thereto, as are required by the Investment Company Act, the Securities Act or as otherwise may be convenient to, or incidental to the accomplishment of the purposes of the Company; (f) Execute, deliver and file any certificates (or any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business; (g) Execute and file such forms or certificates and may take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company under the laws of any other states or jurisdictions in which the Company engages in business; (h) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (i) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; (j) Allocate capital among a number of pooled entities that may be organized in the U.S. and in non-U.S. jurisdictions and classified as real estate investment trusts, limited partnerships, regulated investment companies, corporations, limited liability companies or other entities for U.S. federal income tax purposes (each, an "Underlying Fund" and collectively, the "Underlying Funds"), each pursuant to relative value investment strategies or other techniques and subject to various risks; (k) Engage attorneys, appraisers, administrators, independent accountants, or such other persons as the Board or the Officers may deem necessary or advisable; (1) Enter into custody agreements with third parties to hold in custody certain of the Company's assets or Shares; (m) Maintain for the conduct of the Company's affairs one or more offices and to engage personnel, whether part time or full time, and do such other acts as the Board or the Officers may deem necessary or advisable; (n) Designate from time to time persons to act as signatories for the Company, including, without limitation, persons authorized to execute and deliver any filings with the SEC or applicable federal or state regulatory authorities or self-regulatory organizations; (o) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (bp) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (cq) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (dr) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (es) Borrow money Acquire and issue evidences enter into any contract of indebtedness in furtherance of any insurance necessary or all of appropriate for the purposes protection of the Company, its Officers and secure Directors or for the same by mortgage, pledge or other lien on the assets conservation of the Company's assets; (ft) Invest Delegate the power to take any funds of the foregoing actions on behalf of the Company pending distribution to the Adviser, a third party or payment any of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole Officers or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the CompanyDirectors; and (ku) Do such other things and engage in such other activities related to the foregoing as may be necessary, advisable, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: : (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; ; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; ; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; ; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; ; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; ; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; Agreement and open and maintain checking and savings accounts with banks and savings institutions; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; ; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes purpose of the Company; ; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; ; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes purpose of the Company; and and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposesbusiness and purpose, but subject to all of the provisions of this Operating Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Operating Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services;; Amended and Restated Operating Agreement Maracay Homes, L.L.C. (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Arizona Limited Liability Company Act, A.R.S. § 29-601 et seq. (the “Act”).

Powers. In furtherance of its purposes, but subject to ------- all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, operate, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (fe) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (gf) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness Indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtednessIndebtedness; (hg) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with any of the MemberMembers, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (ih) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (ji) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (kj) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Delaware Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter enter into, perform and carry out contracts contracts, agreements or documents of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;, (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, fiduciary including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons person or entities in furtherance of the purposes of the Company; (k) Issue certificated limited liability company units in any class; and (k1) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to:: 2 (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with any of the MemberMembers, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of ------ the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act b. act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operated. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest f. invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this AgreementAgreement and open and maintain checking and savings accounts with banks and savings institutions; (g) Prepay, g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any Member or any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter j. enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, finance, refinance, improve, exercise voting rights with respect to, sell, convey, pledge, lease, transfer or dispose of any real or personal personal, tangible or intangible property (including without limitation interests in general or limited partnerships, limited liability companies, trusts, associations, corporations or other entities) that may be he necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease invest any funds of the Company pending distribution or demolish or otherwise dispose payment of any real or personal property that may be necessary, convenient or incidental the same pursuant to the accomplishment provisions of the purposes of the Companythis Agreement; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets asset of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hg) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (ih) Employ employ or otherwise engage employees, managers, contractors, advisorsadvisers, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (ki) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of of, without limitation, this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person individual, partnership, corporation, association, trust, limited liability company, joint venture, unincorporated organization and any government, governmental department or entity agency or political subdivision thereof (“Person”) and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity Person affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities Persons in furtherance of the purposes of the Company; and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In in furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be which maybe necessary, . convenient or incidental to the accomplishment of the purposes of the Company; (b) Act b. act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operated. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, guaranty, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and e. borrow money, issue evidences of indebtedness and guarantee the indebtedness of others in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest f. invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter j. enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the restrictions and limitations contained in the Investment Company Act and subject to the provisions of this Agreement, the Company shall have the power and is hereby authorized toto engage in all activities and transactions as the Board or the Officers may deem necessary, appropriate, proper, advisable, incidental or convenient in connection therewith, including, without limitation: (a) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by pledge or other lien on the assets of the Company; (b) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (c) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any security agreement securing such indebtedness; (d) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Initial Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (e) File documents with the SEC, including amendments and supplements thereto, as are required by the Investment Company Act, the Securities Act or as otherwise may be convenient to, or incidental to the accomplishment of the purposes of the Company; (f) Execute, deliver and file any certificates (or any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business; (g) Execute and file such forms or certificates and may take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company under the laws of any other states or jurisdictions in which the Company engages in business; (h) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (i) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; (j) The Company shall operate as a closed-end management investment company in accordance with the Investment Company Act and subject to any fundamental policies and investment restrictions set forth in the Form N 2; (k) Engage attorneys, appraisers, administrators, independent accountants, or such other persons as the Board or the Officers may deem necessary or advisable; (l) Enter into custody agreements with third parties to hold in custody certain of the Company’s assets or Shares; (m) Maintain for the conduct of the Company’s affairs one or more offices and to engage personnel, whether part time or full time, and do such other acts as the Board or the Officers may deem necessary or advisable; (n) Designate from time to time persons to act as signatories for the Company, including, without limitation, persons authorized to execute and deliver any filings with the SEC or applicable federal or state regulatory authorities or self-regulatory organizations; (o) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (bp) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (cq) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (dr) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (es) Borrow money Acquire and issue evidences enter into any contract of indebtedness in furtherance of any insurance necessary or all of appropriate for the purposes protection of the Company, its Officers and secure Directors or for the same by mortgage, pledge or other lien on the assets conservation of the Company’s assets; (ft) Invest Delegate the power to take any funds of the foregoing actions on behalf of the Company pending distribution to the Adviser, a third party or payment any of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole Officers or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the CompanyDirectors; and (ku) Do such other things and engage in such other activities related to the foregoing as may be necessary, advisable, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, maintain, demolish, sell, finance, mortgage, improve, assign, convey, transfer or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent agent, guarantor or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent agent, guarantor or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (fe) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (gf) Prepayprepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hg) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (ih) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (ji) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (kj) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, operate, hold, sell, convey, transfer or dispose of any real or personal property that property, whether tangible or intangible, which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, Company and secure the same by mortgage, pledge or other lien on the assets of the Company; (fe) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (gf) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness Indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtednessIndebtedness; (hg) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with any of the MemberMembers, necessary to, in connection with, convenient to, to or incidental to the accomplishment of the purposes of the Company; (ih) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (ji) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (kj) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, Company and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Delaware Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) File documents with the Securities and Exchange Commission, including amendments and supplements thereto, as are required by the Investment Company Act of 1940, as amended, the Securities Act of 1933, as amended, or as otherwise may be convenient to, or incidental to the accomplishment of the purposes of the Company; (j) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (jk) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (kl) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchaseAct as an asset and property manager; (b) Make any expenditures, leaselend or borrow money, contribution assume or guarantee indebtedness and other liabilities, issue evidences of property or otherwise, own, hold, sell, convey, transfer or dispose of indebtedness and incur any real or personal property that may be necessary, convenient or incidental to obligation necessary for the accomplishment conduct of the purposes operations of the Company or any entity for whom the Company acts as an asset and/or property manager, and secure the same by mortgage, pledge or other lien on the assets of the Company; (bc) Negotiate, execute and perform any contracts, including, without limitation, contracts with any person or entity affiliated with the Member, conveyances or other instruments useful or necessary to the conduct of the operations of the Company or any entity for whom the Company acts as an asset and/or property manager; (d) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (ce) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (df) Operate, Acquire by purchase, maintainlease, finance, improvecontribution of property or otherwise, own, hold, sell, convey, assign, mortgage, lease transfer or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (fg) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (gh) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. a. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (ai) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (bii) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (ciii) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciaryfiduciary capacity for any person or entity, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (div) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (ev) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (fvi) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (gvii) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hviii) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (iix) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (jx) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (kxi) Do do such other things and engage in such other activities related to the foregoing as may be necessary, appropriate, proper, advisable, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. b. Notwithstanding anything in this Agreement to the contrary, without the need for consent of the Member or any Officer, the Company has the power and authority to and is hereby authorized to: (i) issue preferred limited liability company interests in the Company (the “Preferred Securities”); (ii) issue common limited liability company interests in the Company (the “Common Security”); (iii) invest the proceeds of the issuance and sale of the Preferred Securities and Common Security in a perpetual subordinated note or other eligible investments issued by the Member or one of its branches or subsidiaries; and (iv) (a) prepare or cause the preparation of and to file with the U.S. Securities Exchange Commission a prospectus supplement relating to the offering of trust preferred securities by Deutsche Bank Contingent Capital Trust V pursuant to a registration statement on Form F-3 (No. 333-137902), and (b) cause the Company (A) to perform its obligations under, (B) to satisfy any conditions required to be satisfied by the Company as a condition precedent to the effectiveness of, and (C) to take such other actions as such Member, acting alone, or such Officers, acting jointly, may deem appropriate with respect to, the issuance and offering of the Preferred Securities. c. Notwithstanding any other provision of this Agreement, the Member, acting alone, and any two Officers, acting jointly, are authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person or entity.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: : (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; ; (b) Act act. as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; ; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; ; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; ; (e) Borrow borrow money and and-issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; ; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; Agreement and open and maintain checking and savings accounts with banks and savings institutions; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; ; (h) Enter enter into, perform and carry out contracts of any kind, ,. including, without limitation, contracts with the Member or any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes purpose of the Company; ; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; ; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes purpose of the Company; and and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act act as a general partner, trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ employ or otherwise engage employees, managersManagers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of or the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject Subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized toto take any and all actions necessary, convenient, or incidental to the purpose of the Company, including the following: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (ec) Borrow make debt and equity investments as determined by the Board; (d) borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (fe) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (gf) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hg) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity Person affiliated with the a Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (ih) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (ji) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities Persons in furtherance of the purposes of the Company; and (kj) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the LLC Act.

Powers. In furtherance of its purposes, but subject to all of the restrictions and limitations contained in the Investment Company Act and subject to the provisions of this Agreement, the Company shall have the power and is hereby authorized toto engage in all activities and transactions as the Board or the Officers may deem necessary, appropriate, proper, advisable, incidental or convenient in connection therewith, including, without limitation: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (fb) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (gc) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hd) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Initial Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (ie) File documents with the SEC, including amendments and supplements thereto, as are required by the Investment Company Act, the Securities Act or as otherwise may be convenient to, or incidental to the accomplishment of the purposes of the Company; (f) Execute, deliver and file any certificates (or any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business; (g) Execute and file such forms or certificates and may take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company under the laws of any other states or jurisdictions in which the Company engages in business; (h) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; 4 (ji) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.;

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire : acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act ; act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take ; take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate; operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow ; borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest ; invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, ; prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter ; enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the MemberMembers, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ ; employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter ; enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do and do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Delaware Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: 5.1 acquire (a) Acquire by purchase, lease, contribution of property or otherwise), own, hold, develop, sell, convey, transfer or dispose of any real or personal property that or interest therein which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act 5.2 act as a trustee, executor, nominee, bailee, director, officer, agent general partner, agent, manager or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take 5.3 take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent agent, manager or other fiduciary, including the granting or approval of waivers, consents or amendments of or rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate5.4 operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that or interest therein which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow 5.5 borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest 5.6 lend funds of the Company, on a secured or unsecured basis, and to exercise all of the rights and powers relating thereto and to take all actions necessary, convenient or appropriate in connection therewith; 5.7 invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, 5.8 prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter 5.9 enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with any of the MemberMembers, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ 5.10 employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants (which may include any one or more of the Members and/or any of their respective Affiliates) and pay reasonable compensation for such services; (j) Enter 5.11 enter into partnerships, limited partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do 5.12 do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. (a) In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to and for the furtherance of the purposes set forth in Section 3, including, but not limited to, the power to: (ai) Acquire conduct the business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (ii) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; the Company necessary to, in connection with, convenient to, or incidental to the accomplishment of any purpose of the Company; (biii) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (civ) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (dv) Operatepurchase, 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties thereof), or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (vi) purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (evii) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and if necessary, secure the same by mortgage, pledge or other lien on the assets of the Company; (fviii) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hix) Enter lend money, invest and reinvest its funds, and take and hold real and personal property for the payment of funds so loaned or invested; (x) employ or otherwise engage employees, Managers, contractors, advisors, attorneys, consultants and other agents of the Company, define their respective duties, and pay reasonable compensation for their services; (xi) sue and be sued, complain and defend, and participate in adxxxistrative or other proceedings, in its name; (xii) pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities; (xiii) indemnify any person in accordance with the Act and obtain any and all types of insurance; (xiv) negotiate, enter into, perform and carry out contracts renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes assets of the Company; (ixv) Employ or otherwise engage employees, managers, contractors, advisors, attorneys cease its activities and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance cancel its Certificate of the purposes of the CompanyFormation; and (kxvi) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. (b) The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in ss. 18-209(a) of the Act) upon the approval of the Manager or Managers (as those terms are defined in Section 8 below).

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, otherwise own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepayprepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. (a) In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to and for the furtherance of the purposes set forth in Section 3, including, but not limited to, the power to: (ai) Acquire conduct the business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (ii) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; the Company necessary to, in connection with, convenient to, or incidental to the accomplishment of any purpose of the Company; (biii) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (civ) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (dv) Operatepurchase, 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties thereof), or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (vi) purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (evii) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and if necessary, secure the same by mortgage, pledge or other lien on the assets of the Company; (fviii) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hix) Enter lend money, invest and reinvest its funds, and take and hold real and personal property for the payment of funds so loaned or invested; (x) employ or otherwise engage employees, Manager(s), contractors, advisors, attorneys, consultants and other agents of the Company, define their respective duties, and pay reasonable compensation for their services; (xi) xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (xii) pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities; (xiii) indemnify any person in accordance with the Act and obtain any and all types of insurance; (xiv) negotiate, enter into, perform and carry out contracts renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes assets of the Company; (ixv) Employ or otherwise engage employees, managers, contractors, advisors, attorneys cease its activities and consultants and pay reasonable compensation for such servicescancel its Certificate of Formation; (jxvi) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities transact any and all business as set forth in furtherance of the purposes pre-printed resolutions accompanying and made part of the Company's banking agreements, if any; and (kxvii) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. (b) The Company may merge with, or consolidate into, another limited liability company or other business entity as permitted under the Act upon the approval of the Manager(s) and Members as are set forth in Section 8 below.

Powers. (a) In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (ai) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (bii) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (ciii) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (div) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (ev) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (fvi) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (gvii) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hviii) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (iix) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (jx) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (kxi) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. (b) Notwithstanding anything in this Agreement to the contrary, without the need for consent of the Member or any Officer, the Company has the power and authority to and is hereby authorized to: (i) issue preferred limited liability company interests in the Company (the "Company Preferred Securities") and invest such proceeds in subordinated notes issued by the Member, or one of its branches or subsidiaries; (ii) issue common limited liability company interests in the Company (the "Company Common Securities"); and (iii) issue a prospectus pursuant to which the securities listed in (i) may be offered, and negotiate and execute an underwriting agreement pursuant to which the securities listed in (i) may be distributed; and the Member or any Officer may, on behalf of the Company, execute and deliver, and cause the Company (A) to perform its obligations under, (B) to satisfy any conditions required to be satisfied by the Company as a condition precedent to the effectiveness of, and (C) to take such other actions as such Member or Officer may deem appropriate with respect to such documents. (c) Notwithstanding any other provision of this Agreement, the Member, acting alone, and any two Officers, acting jointly, are authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person or entity.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same such indebtedness by mortgage, pledge or other lien on the assets of the Company; (f) Invest invest any funds of the Company pending distribution or payment of the same such funds pursuant to the provisions of this Agreement; (g) Prepayprepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection withnecessary, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, operate, finance, refinance, improve, exercise voting rights with respect to, sell, convey, pledge, lease, transfer or dispose of any real or personal personal, tangible or intangible property (including without limitation interests in general or limited partnerships, limited liability companies, trusts, associations, corporations or other entities) that may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease invest any funds of the Company pending distribution or demolish or otherwise dispose payment of any real or personal property that may be necessary, convenient or incidental the same pursuant to the accomplishment provisions of the purposes of the Companythis Agreement; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets asset of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hg) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (ih) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (ki) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the ------ provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act b. act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operated. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest f. invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this AgreementAgreement and open and maintain checking and saving accounts with bank and savings institutions; (g) Prepay, g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter j. enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. (a) In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to and for the furtherance of the purposes set forth in Section 3, including, but not limited to, the power to: (ai) Acquire conduct the business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (ii) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; the Company necessary to, in connection with, convenient to, or incidental to the accomplishment of any purpose of the Company; (biii) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (civ) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (dv) Operatepurchase, 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties thereof), or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (vi) purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (evii) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and if necessary, secure the same by mortgage, pledge or other lien on the assets of the Company; (fviii) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hix) Enter lend money, invest and reinvest its funds, and take and hold real and personal property for the payment of funds so loaned or invested; (x) employ or otherwise engage employees, Managers, contractors, advisors, attorneys, consultants and other agents of the Company, define their respective duties, and pay reasonable compensation for their services; (xi) xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (xii) pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities; (xiii) indemnify any person in accordance with the Act and obtain any and all types of insurance; (xiv) negotiate, enter into, perform and carry out contracts renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes assets of the Company; (ixv) Employ or otherwise engage employees, managers, contractors, advisors, attorneys cease its activities and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance cancel its Certificate of the purposes of the CompanyFormation; and (kxvi) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. (b) The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in ss. 18-209(a) of the Act) upon the approval of the Manager or Managers (as those terms are defined in Section 8 below).

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, fiduciary including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons person or entities in furtherance of the purposes of the Company; (k) Issue certificated limited liability company units in any class; and (kl) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, nominee bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for of such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes purpose of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability liabilities companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be maybe necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject Subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized toto take any and all actions necessary, convenient, or incidental to the purpose of the Company, including the following: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (ec) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (fd) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (ge) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hf) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity Person affiliated with the a Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (ig) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (jh) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities Persons in furtherance of the purposes of the Company; and (ki) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the LLC Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: : (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; ; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; ; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; ; (d) Operateoperate, purchase, maintain, maintain finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; ; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; ; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; Agreement and open and maintain checking and savings accounts with banks and savings institutions; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; ; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes purpose of the Company; ; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; ; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes purpose of the Company; and and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepayprepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith;the (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. a. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (ai) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (bii) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (ciii) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciaryfiduciary capacity for any person or entity, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (div) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (ev) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (fvi) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (gvii) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hviii) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (iix) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (jx) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (kxi) Do do such other things and engage in such other activities related to the foregoing as may be necessary, appropriate, proper, advisable, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. b. Notwithstanding anything in this Agreement to the contrary, without the need for consent of the Member or any Officer, the Company has the power and authority to and is hereby authorized to: (i) issue preferred limited liability company interests in the Company (the “Preferred Securities”); (ii) issue common limited liability company interests in the Company (the “Common Security”); (iii) invest the proceeds of the issuance and sale of the Preferred Securities and Common Security in a perpetual subordinated note or other eligible investments issued by the Member or one of its branches or subsidiaries; and (iv) (a) execute and file with the Securities and Exchange Commission (the “Commission”) on behalf of the Company, the Registration Statement on Form F-3 (the “1933 Act Registration Statement”), including any pre-effective or post-effective amendments to the 1933 Act Registration Statement, relating to the registration under the Securities Act of 1933, as amended, of the Preferred Securities, and any documents required or desirable in connection therewith and (b) negotiate and execute an underwriting agreement relating to the Preferred Securities; and the Member, acting alone, or any two Officers, acting jointly, may, on behalf of the Company, execute and deliver, and cause the Company (A) to perform its obligations under, (B) to satisfy any conditions required to be satisfied by the Company as a condition precedent to the effectiveness of, and (C) to take such other actions as such Member, acting alone, or such Officers, acting jointly, may deem appropriate with respect to, such documents. c. Notwithstanding any other provision of this Agreement, the Member, acting alone, and any two Officers, acting jointly, are authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person or entity.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: : (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; ; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; ; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; ; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; ; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; ; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; Agreement and open and maintain checking and savings accounts with banks and savings institutions; (g) Prepay, prepay in whole or in partpan, refinancere finance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; ; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes purpose of the Company; ; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; ; (j) Enter enter into partnerships, limited liability companies, trusts, ; associations, corporations or other ventures with other persons or entities in furtherance of the purposes purpose of the Company; and and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company;: (b) Act act as a general partner, trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of or the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposespurposes the Company (i) shall have and exercise all powers necessary, but subject convenient or incidental to accomplish its purposes as set forth in Section 3 and (ii) shall have and exercise all of the provisions of this Agreementpowers and rights conferred upon limited liability companies formed pursuant to the Act, including, without limitation, the Company shall have the power and is hereby authorized to: (a) Acquire a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act b. act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powerspowers , dutiesduties , rights and responsibilities associated therewith; (c) Take c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operated. operate, purchase, maintain, finance, improve, own, sellsell , convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest f. invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter h. enter into, perform and carry Carry out contracts of any kindkind , including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter j. enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. a. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (ai) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (bii) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (ciii) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciaryfiduciary capacity for any person or entity, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (div) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (ev) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (fvi) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (gvii) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hviii) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (iix) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (jx) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (kxi) Do do such other things and engage in such other activities related to the foregoing as may be necessary, appropriate, proper, advisable, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. b. Notwithstanding anything in this Agreement to the contrary, without the need for consent of the Member or any Officer, the Company has the power and authority to and is hereby authorized to: (i) issue preferred limited liability company interests in the Company (the “Preferred Securities”); (ii) issue common limited liability company interests in the Company (the “Common Security”); (iii) invest the proceeds of the issuance and sale of the Preferred Securities and Common Security in a perpetual subordinated note or other eligible investments issued by the Member or one of its branches or subsidiaries; and (iv) (a) prepare or cause the preparation of and to file with the U.S. Securities Exchange Commission a prospectus relating to the offering of trust preferred securities by Deutsche Bank Capital Funding Trust XII pursuant to a registration statement or prepare or cause the preparation of other offering materials in a transaction that is exempt from registration under the U.S. Securities Act of 1933, as amended, and (b) cause the Company (A) to perform its obligations under, (B) to satisfy any conditions required to be satisfied by the Company as a condition precedent to the effectiveness of, and (C) to take such other actions as such Member, acting alone, or such Officers, acting jointly, may deem appropriate with respect to, the issuance and offering of the Preferred Securities. c. Notwithstanding any other provision of this Agreement, the Member, acting alone, and any two Officers, acting jointly, are authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person or entity.

Powers. In furtherance of its purposesThe Company shall have all such powers, but which will be exercised in accordance with and subject to all of the provisions of this Agreement, as are necessary or appropriate to carry out the Company shall have purposes of the power and is hereby authorized toCompany, including the power: (a) Acquire to conduct its business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States; (b) to acquire (by purchase, lease, contribution of property or otherwise), own, hold, operate, maintain, improve, lease, sell, convey, mortgage, transfer or dispose of the Initial Assets and any other Oil and Gas Interests, Related Property and Records or other real or personal property in the Subject Area that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (bc) Act as a trustee, executor, nominee, bailee, director, officer, agent to enter into the Transaction Agreements and perform and carry out its obligations thereunder and exercise any rights available to it under or in some other fiduciary capacity for any person or entity and to exercise all of connection with the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendmentssame; (d) Operateto enter into, perform and carry out other contracts and leases necessary, convenient or incidental to the accomplishment of the purposes of the Company and to extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any such contracts or leases; (e) to purchase, maintaintake, financereceive, improvesubscribe for or otherwise acquire, own, hold, vote, use, employ, sell, convey, assign, mortgage, lease or demolish lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in or obligations of corporations, associations, general or limited partnerships, limited liability companies or other legal entities; (f) to borrow money and issue evidences of Indebtedness, and to secure the same by a mortgage, pledge or other lien on the real and personal property of the Company; (g) to lend money for any proper purpose, to invest and reinvest the funds of the Company, and to take and hold real and personal property for the payment of funds so loaned or invested; (h) to sxx and be sued, complain and defend, and participate in Proceedings, and to pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other Claims of or against the Company; (i) to indemnify any Person in accordance with and subject to applicable law and to obtain any and all types of insurance; (j) to appoint agents of the Company; and (k) to take all such other actions and to make, execute, acknowledge and file any and all documents or instruments related to the exercise of any real of the foregoing powers or personal property that may be otherwise necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: : (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; ; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; ; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; ; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; ; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; ; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; Agreement and open and maintain checking and savings accounts with banks and savings institutions; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; ; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with the Member or any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes purpose of the Company; ; (i) Employ employ or otherwise engage employees, managers, contractors, advisors.advisors, attorneys and consultants and pay reasonable compensation for such services; ; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes purpose of the Company; and and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. a. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (ai) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (bii) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (ciii) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciaryfiduciary capacity for any person or entity, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (div) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (ev) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (fvi) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (gvii) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hviii) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (iix) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (jx) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (kxi) Do do such other things and engage in such other activities related to the foregoing as may be necessary, appropriate, proper, advisable, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. b. Notwithstanding anything in this Agreement to the contrary, without the need for consent of the Member or any Officer, the Company has the power and authority to and is hereby authorized to: (i) issue preferred limited liability company interests in the Company (the “Preferred Securities”); (ii) issue common limited liability company interests in the Company (the “Common Security”); (iii) invest the proceeds of the issuance and sale of the Preferred Securities and Common Security in a perpetual subordinated note or other eligible investments issued by the Member or one of its branches or subsidiaries; and (iv) (a) prepare or cause the preparation of and to file with the U.S. Securities Exchange Commission a prospectus supplement relating to the offering of trust preferred securities by Deutsche Bank Capital Funding Trust IX pursuant to a registration statement on Form F-3 (No. 333-137902), and (b) cause the Company (A) to perform its obligations under, (B) to satisfy any conditions required to be satisfied by the Company as a condition precedent to the effectiveness of, and (C) to take such other actions as such Member, acting alone, or such Officers, acting jointly, may deem appropriate with respect to, the issuance and offering of the Preferred Securities. c. Notwithstanding any other provision of this Agreement, the Member, acting alone, and any two Officers, acting jointly, are authorized to execute and deliver any document on behalf of the Company without any vote or consent of any other person or entity.

Powers. In furtherance of its purposesthe foregoing, but subject to all of the provisions of this Agreementnot as a limitation thereon, the Company shall have the power and is hereby authorized authority to take any and all actions necessary, appropriate, advisable, convenient or incidental to or for the furtherance of the purpose set forth in Section 1.3, including, but not limited to, the power to: (a) Acquire conduct its business, carry on its operations, and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district, or possession of the United States, or in any foreign country that may be necessary, convenient, or incidental to the accomplishment of the purpose of the Company; (b) engage in a private offering of securities pursuant to a confidential private placement memorandum, including the sale and issuance of interests in the Company; (c) fund loans to or equity investments in Megatel, on such terms and conditions as the Manager determines, in its sole discretion, to be desirable; (d) enter into an escrow or depository agreement providing for the escrow and/or deposit of proceeds raised from an offering of securities; (e) enter into a managing broker-dealer agreement by and between the Company and a FINRA-registered broker-dealer in connection with an offering of securities; (f) acquire, operate, purchase, leasemaintain, contribution of property or otherwisefinance, improve, own, hold, sell, convey, transfer assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (bg) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (ch) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (di) Operate, purchase, maintaintake, financereceive, improvesubscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, convey, assign, mortgage, lease or demolish 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 (including, without limitation, the power to be admitted as partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as guarantors thereof and to exercise the rights and perform the duties created thereby), and other entities or individuals, or direct or indirect obligations of the United States or any foreign country or of any real government, state, territory, governmental district, or personal property that may be necessary, convenient municipality or incidental to the accomplishment of the purposes any instrumentality of the Companyany of them; (ej) Borrow money sxx and issue evidences of indebtedness be sued, complain and defend and participate in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge administrative or other lien on the assets of the Companyproceedings, in its name; (fk) Invest 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 proceeds against the payment of contingent liabilities; (l) indemnify any person or entity and to obtain any and all types of insurance; (m) lend money for any proper purpose, invest and reinvest its funds, and take and hold real and personal property for the payment of funds so loaned or invested; (n) invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (go) Prepay, prepay in whole or in part, refinance, recast, increase, modify modify, or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals renewals, or modifications of any mortgage or security agreement securing such indebtedness; (hp) Enter enter into, perform perform, and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the MemberAffiliates, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (iq) Employ make, execute, acknowledge, and file any and all documents or instruments necessary, convenient, or incidental to the accomplishment of the purpose of the Company; (r) employ or otherwise engage employees, managersguarantors, contractors, advisors, attorneys attorneys, and consultants and pay reasonable compensation for such services; (js) Enter enter into partnerships, limited liability companies, trusts, associations, corporations corporations, or other ventures with other persons or entities in furtherance of the purposes of the Company; and (kt) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient convenient, or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act; (u) Notwithstanding the foregoing, the Company shall not be permitted to borrow money or issue evidences of indebtedness; except that the Company reserves the right, in its sole and absolute discretion, to borrow money from, and/or issue evidences of indebtedness to, affiliates of the Company for the sole purpose of funding the Preferred Distributions, and provided that such incurrence of indebtedness be interest free and without other cost or expense beyond principal, for the life of the loan, and further provided that the repayment of such indebtedness shall be subordinate to the payment of the Preferred Distributions and the return of all unredeemed Invested Capital. The Company shall not be permitted to secure any Company indebtedness by mortgage, pledge, or other lien on the assets of the Company.

Powers. (a) In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to and for the furtherance of the purposes set forth in Section 3, including, but not limited to, the power to: (ai) Acquire conduct the business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (ii) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (biii) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewiththerewith except the Company shall not have any power to act as agent for Members or those certain limited partnerships in which the Company owns limited partner interests; (civ) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (dv) Operatepurchase, 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties thereof), or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (vi) purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (evii) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and if necessary, secure the same by mortgage, pledge or other lien on the assets of the Company; (fviii) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hix) Enter intolend money, perform invest and carry out contracts reinvest its funds, and take and hold real and personal property for the payment of funds so loaned or invested; (x) employ or otherwise engage employees, Managers, contractors, advisors, attorneys, consultants and other agents of the Company, define their respective duties, and pay reasonable compensation for their services; (xi) xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (xii) pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any kind, including, without limitation, contracts with and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities; (xiii) indemnify any person or entity affiliated in accordance with the Member, necessary to, Act and obtain any and all types of insurance as is deemed to be in connection with, convenient to, or incidental to the accomplishment of the purposes best interest of the Company; (ixiv) Employ negotiate, enter into, renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or otherwise engage employeestake any other action with respect to any lease, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such servicescontract or security agreement in respect of any assets of the Company; (jxv) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance cease its activities and cancel its Certificate of the purposes of the CompanyFormation; and (kxvi) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. (b) The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in ss.18-209(a) of the Act) upon the approval of the Manager (as that term is defined in Section 8 below).

Powers. In furtherance of its purposes, but otherwise subject to all of the other provisions of this Agreement, the Company (together with its Subsidiaries) shall have the power and is hereby authorized toauthorized: (a) Acquire to acquire and exercise all rights, privileges and other incidents of ownership or possession (including the right to dispose of the same) with respect to the Properties (or the equity interests of any Subsidiaries owning such Properties) or interests therein, with the power to designate one or more Persons to exercise any of said rights, powers and privileges; (b) to open, maintain and close bank accounts and draw checks and other orders for the payment of money; (c) to engage attorneys, accountants, consultants or such other Persons as may be necessary or advisable to counsel and advise as to the conduct of the business and affairs of the Company and its Subsidiaries and to pay reasonable compensation for such services; (d) to establish, have, maintain or close one or more offices, and in connection therewith, to rent or acquire office space, engage personnel and do such other acts as may be advisable or necessary in connection with such offices and personnel; (e) to acquire by purchase, leaseexchange, contribution of property lease or otherwise, own, hold, and to sell, convey, transfer convey or otherwise dispose of any real or personal property that property, any Subsidiary, or any interest therein which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (bf) Act as to borrow money, on a trusteesecured or unsecured basis, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real obtain or personal property that may be necessaryguaranty credit, convenient or incidental to the accomplishment in furtherance of the purposes of the Company; (e) Borrow money and , to refinance any Company indebtedness, issue evidences of indebtedness in furtherance of any or all of the purposes of the Companyto evidence such borrowings, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds property of the Company pending distribution or payment of the same pursuant to the provisions of this Agreementany Subsidiary; (g) Prepayto prepay, in whole or in part, and refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter to pay closing costs and other expenses of the Company or the Subsidiaries incurred in the acquisition of the Properties or one or more Pass Through Entities owning such Properties; (i) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental incident to the accomplishment foregoing which may be lawfully carried out or performed by a limited liability company under the laws of the purposes State of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such servicesDelaware; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations to invest and reinvest cash of the Company or any Subsidiary in money-market or other ventures with other persons or entities in furtherance of the purposes of the Company; andshort-term investments; (k) Do such other things to form or cause to be formed and engage to own equity interests in such other activities related to the foregoing as may be necessary, convenient one or incidental to the conduct of the business of the Companymore Subsidiaries, and have to form or cause to be formed and exercise to participate in and own equity interests in Pass Through Entities; (1) (i) to xxx, prosecute, settle or compromise all claims against third parties; (ii) to compromise, settle or accept judgment of claims against the powers Company or any Subsidiary; and rights conferred upon limited liability companies formed pursuant (iii) to execute all documents and make all representations, admissions and waivers in connection with the Act.foregoing;

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, operate, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments amend ments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (fe) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (gf) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness Indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtednessIndebtedness; (hg) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with any of the MemberMembers, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (ih) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; ; (ji) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposespurposes the Company (i) shall have and exercise all powers necessary, but subject convenient or incidental to accomplish its purposes as set forth in Section 3 and (ii) shall have and exercise all of the provisions of this Agreementpowers and rights conferred upon limited liability companies formed pursuant to the Act, including, without limitation, the Company shall have the power and is hereby authorized to: (a) Acquire a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act b. act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operated. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest f. invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter j. enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of ------ the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire a. acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act b. act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take c. take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operated. operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow e. borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest f. invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this AgreementAgreement and open and maintain checking and saving acounts with banking and savings institutions; (g) Prepay, g. prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter h. enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any Member or any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ i. employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter j. enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do k. do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposesthe Purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the CompanyPurposes; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including including, without limitation, the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the CompanyPurposes; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the CompanyPurposes, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the CompanyPurposes; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter enter into partnershipspartnerships (whether general or limited), limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the CompanyPurposes; and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property property, or any interest therein, that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (b) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, pledge, encumber, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow money money, guarantee the obligations of other persons (including, without limitation, obligations of direct or indirect parent or subsidiary entities or affiliates of the Company) and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness or guarantee of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage mortgage, pledge or security agreement or other encumbrance securing such indebtednessindebtedness or guarantee; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Company or the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, operate, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments amend-ments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (fe) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (gf) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness Indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtednessIndebtedness; (hg) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with any of the MemberMembers, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (ih) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (ji) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (kj) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Delaware Act.

Powers. In furtherance Except as otherwise expressly provided in the Act, the Articles of its purposes, but subject to all of the provisions of Organization or this Operating Agreement, the Company Managers shall have full, exclusive and complete discretion, power and authority to manage, control, administer and operate the business and affairs of the Company for the purposes herein stated, and to make all decisions affecting such business and affairs, including without limitation, for Company purposes, the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property lease or otherwise, any real or personal property, tangible or intangible; (b) construct, operate, maintain, finance and improve and to own, hold, sell, convey, transfer assign, mortgage or dispose lease any property owned or held by the Company; (c) enter into agreements and contracts in connection with the Company’s business; (d) borrow money for and on behalf of the Company and execute any real guaranty on behalf of a third party and pledge Company property to secure any such obligation; (e) execute or personal modify agreements or contracts with respect to any part or all of the property owned or held by the Company; (f) repay, in whole or in part, refinance, amend, modify or extend any mortgages or deeds of trust that may affect any property owned or held by the Company and, in connection therewith, to execute for and on behalf of the Company any extensions, renewals or modifications of such mortgages or deeds of trust; (g) execute any and all other instruments and documents that may be necessary, convenient or in the reasonable opinion of the Managers, desirable to carry out the intent and purpose of this Agreement; (h) make any and all expenditures that the Managers, in their sole discretion, deem necessary or appropriate in connection with the management of the affairs of the Company and the carrying out of its obligations and responsibilities under this Agreement, including, without limitation, all operating, capital, legal, accounting, investment advisory and other related expenses incurred in connection with the organization, financing and operation of the Company or in connection with its property; (i) enter into any kind of activity necessary for, in connection with, or incidental to to, the accomplishment of the purposes of the Company; (bj) Act as a trusteeopen bank accounts, executorand invest and reinvest Company monies in short term instruments or money market funds or any securities or other investments, nominee, bailee, director, officer, agent whether or in some other fiduciary capacity for any person not publicly traded or entity and to exercise all of the powers, duties, rights and responsibilities associated therewithreadily marketable; (ck) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes loan money on behalf of the Company; (e1) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds of carry out the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, through other limited liability companies, trustsjoint ventures, associationspartnerships, corporations corporations, trusts or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.entities;

Powers. In furtherance of its purposes, but otherwise subject to all of the other provisions of this Agreement, the Company (together with its Subsidiaries and any Subsidiaries of such Subsidiaries) shall have the power and is hereby authorized toauthorized: (a) Acquire to acquire and exercise all rights, privileges and other incidents of ownership or possession (including the right to dispose of the same) with respect to the Properties (or the equity interests of any Subsidiaries owning such Properties) or interests therein, with the power to designate one or more Persons to exercise any of said rights, powers and privileges; (b) to open, maintain and close bank accounts and draw checks and other orders for the payment of money; (c) to engage attorneys, accountants, consultants or such other Persons as may be necessary or advisable to counsel and advise as to the conduct of the business and affairs of the Company and its Subsidiaries and to pay reasonable compensation for such services; (d) to establish, have, maintain or close one or more offices, and in connection therewith, to rent or acquire office space, engage personnel and do such other acts as may be advisable or necessary in connection with such offices and personnel; (e) to acquire by purchase, leaseexchange, contribution of property lease or otherwise, own, hold, and to sell, convey, transfer convey or otherwise dispose of any real or personal property that property, any Subsidiary, or any interest therein which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (bf) Act as to borrow money, on a trusteesecured or unsecured basis, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real obtain or personal property that may be necessaryguaranty credit, convenient or incidental to the accomplishment in furtherance of the purposes of the Company; (e) Borrow money and , to refinance any Company indebtedness, issue evidences of indebtedness in furtherance of any or all of the purposes of the Companyto evidence such borrowings, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest any funds property of the Company pending distribution or payment of the same pursuant to the provisions of this Agreementany Subsidiary; (g) Prepayto prepay, in whole or in part, and refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter to pay closing costs and other expenses of the Company or the Subsidiaries incurred in the acquisition of the Properties or one or more newly-formed single purpose Pass Through Entities owning such Properties; (i) to enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental incident to the accomplishment foregoing which may be lawfully carried out or performed by a limited liability company under the laws of the purposes State of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such servicesDelaware; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations to invest and reinvest cash of the Company or any Subsidiary in money-market or other ventures short-term investments; (k) to form or cause to be formed and to own equity interests in one or more Subsidiaries, and to form or cause to be formed and to participate in and own equity interests in Pass Through Entities; (l) to xxx, prosecute, settle or compromise all claims against third parties; (ii) to compromise, settle or accept judgment of claims against the Company or any Subsidiary; and (iii) to execute all documents and make all representations, admissions and waivers in connection with the foregoing; (m) to distribute, subject to the terms of this Agreement, at any time and from time to time, to Members, cash or investments or other persons or entities in furtherance property of the purposes of the CompanyCompany or any Subsidiary; and (kn) Do such other things and to engage in such any and all other activities related to the foregoing as acts which now or hereafter may be necessary, convenient lawfully done and which are incidental or incidental appurtenant to the conduct or arising from or connected with any of the business objectives, purposes or powers of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. In furtherance of its purposes, but subject to all of the restrictions and limitations contained in the Investment Company Act and subject to the provisions of this Agreement, the Company shall have the power and is hereby authorized toto engage in all activities and transactions as the Board or the Officers may deem necessary, appropriate, proper, advisable, incidental or convenient in connection therewith, including, without limitation: (a) Borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by pledge or other lien on the assets of the Company; (b) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (c) Prepay, in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any security agreement securing such indebtedness; (d) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Initial Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (e) File documents with the SEC, including amendments and supplements thereto, as are required by the Investment Company Act, the Securities Act or as otherwise may be convenient to, or incidental to the accomplishment of the purposes of the Company; (f) Execute, deliver and file any certificates (or any amendments and/or restatements thereof) necessary for the Company to qualify to do business in any other jurisdiction in which the Company may wish to conduct business; (g) Execute and file such forms or certificates and may take any and all other actions as may be reasonably necessary to perfect and maintain the status of the Company under the laws of any other states or jurisdictions in which the Company engages in business; (h) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (i) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; (j) Allocate capital among a number of pooled entities that may be organized in the U.S. and in non-U.S. jurisdictions and classified as real estate investment trusts, limited partnerships, regulated investment companies, corporations, limited liability companies or other entities for U.S. federal income tax purposes (each, an "Underlying Fund" and collectively, the "Underlying Funds"), each pursuant to relative value investment strategies or other techniques and subject to various risks; (k) Engage attorneys, appraisers, administrators, independent accountants, or such other persons as the Board or the Officers may deem necessary or advisable; (l) Enter into custody agreements with third parties to hold in custody certain of the Company's assets or Shares; (m) Maintain for the conduct of the Company's affairs one or more offices and to engage personnel, whether part time or full time, and do such other acts as the Board or the Officers may deem necessary or advisable; (n) Designate from time to time persons to act as signatories for the Company, including, without limitation, persons authorized to execute and deliver any filings with the SEC or applicable federal or state regulatory authorities or self-regulatory organizations; (o) Acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (bp) Act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (cq) Take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (dr) Operate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (es) Borrow money Acquire and issue evidences enter into any contract of indebtedness in furtherance of any insurance necessary or all of appropriate for the purposes protection of the Company, its Officers and secure Directors or for the same by mortgage, pledge or other lien on the assets conservation of the Company's assets; (ft) Invest Delegate the power to take any funds of the foregoing actions on behalf of the Company pending distribution to the Adviser, a third party or payment any of the same pursuant to the provisions of this Agreement; (g) Prepay, in whole Officers or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the CompanyDirectors; and (ku) Do such other things and engage in such other activities related to the foregoing as may be necessary, advisable, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.

Powers. (a) In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to take any and all actions necessary, appropriate, proper, advisable, incidental or convenient to and for the furtherance of the purposes set forth in Section 3, including, but not limited to, the power to: (ai) Acquire conduct the business, carry on its operations and have and exercise the powers granted to a limited liability company by the Act in any state, territory, district or possession of the United States, or in any foreign country that may be necessary, convenient or incidental to the accomplishment of the purpose of the Company; (ii) acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; the Company necessary to, in connection with, convenient to, or incidental to the accomplishment of any purpose of the Company; (biii) Act act as a trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (civ) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (dv) Operatepurchase, 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 (including, without limitation, the power to be admitted as a partner thereof and to exercise the rights and perform the duties created thereby), trusts, limited liability companies (including, without limitation, the power to be admitted as a member or appointed as a manager thereof and to exercise the rights and perform the duties thereof), or direct or indirect obligations of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality of any of them; (vi) purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (evii) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and if necessary, secure the same by mortgage, pledge or other lien on the assets of the Company; (fviii) Invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (hix) Enter lend money, invest and reinvest its funds, and take and hold real and personal property for the payment of funds so loaned or invested; (x) employ or otherwise engage employees, Managers, contractors, advisors, attorneys, consultants and other agents of the Company, define their respective duties, and pay reasonable compensation for their services; (xi) xxx and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (xii) pay, collect, compromise, litigate, arbitrate or otherwise adjust or settle any and all other claims or demands of or against the Company or hold such proceeds against the payment of contingent liabilities; (xiii) indemnify any person in accordance with the Act and obtain any and all types of insurance; (xiv) negotiate, enter into, perform and carry out contracts renegotiate, extend, renew, terminate, modify, amend, waive, execute, acknowledge or take any other action with respect to any lease, contract or security agreement in respect of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes assets of the Company; (ixv) Employ or otherwise engage employees, managers, contractors, advisors, attorneys cease its activities and consultants and pay reasonable compensation for such services; (j) Enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance cancel its Certificate of the purposes of the CompanyFormation; and (kxvi) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. (b) The Company may merge with, or consolidate into, another Delaware limited liability company or other business entity (as defined in ss.18-209(a) of the Act) upon the approval of the Manager or Managers (as those terms are defined in Section 8 below).

Powers. In furtherance of its purposes, but subject to all of the provisions of this Agreement, the Company shall have the power and is hereby authorized to: (a) Acquire acquire by purchase, lease, contribution of property or otherwise, own, hold, sell, convey, transfer or dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes purpose of the Company; (b) Act act as a general partner, trustee, executor, nominee, bailee, director, officer, agent or in some other fiduciary capacity for any person or entity and to exercise all of the powers, duties, rights and responsibilities associated therewith; (c) Take take any and all actions necessary, convenient or appropriate as trustee, executor, nominee, bailee, director, officer, agent or other fiduciary, including the granting or approval of waivers, consents or amendments of rights or powers relating thereto and the execution of appropriate documents to evidence such waivers, consents or amendments; (d) Operateoperate, purchase, maintain, finance, improve, own, sell, convey, assign, mortgage, lease or demolish or otherwise dispose of any real or personal property that which may be necessary, convenient or incidental to the accomplishment of the purposes of the Company; (e) Borrow borrow money and issue evidences of indebtedness in furtherance of any or all of the purposes of the Company, and secure the same by mortgage, pledge or other lien on the assets of the Company; (f) Invest invest any funds of the Company pending distribution or payment of the same pursuant to the provisions of this Agreement; (g) Prepay, prepay in whole or in part, refinance, recast, increase, modify or extend any indebtedness of the Company and, in connection therewith, execute any extensions, renewals or modifications of any mortgage or security agreement securing such indebtedness; (h) Enter enter into, perform and carry out contracts of any kind, including, without limitation, contracts with any person or entity affiliated with the Member, necessary to, in connection with, convenient to, or incidental to the accomplishment of the purposes of the Company; (i) Employ employ or otherwise engage employees, managers, contractors, advisors, attorneys and consultants and pay reasonable compensation for such services; (j) Enter enter into partnerships, limited liability companies, trusts, associations, corporations or other ventures with other persons or entities in furtherance of the purposes of the Company; and (k) Do do such other things and engage in such other activities related to the foregoing as may be necessary, convenient or incidental to the conduct of the business of the Company, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act.