COMPANY;
(IV)
TO INVEST AND REINVEST ITS FUNDS, AND TO TAKE
AND HOLD REAL AND PERSONAL PROPERTY FOR THE PAYMENT OF FUNDS SO INVESTED;
(V)
TO SUE AND BE SUED, COMPLAIN AND DEFEND, AND
PARTICIPATE IN ADMINISTRATIVE OR OTHER PROCEEDINGS, IN ITS NAME;
(VI)
TO APPOINT EMPLOYEES AND AGENTS OF THE
COMPANY, AND DEFINE THEIR DUTIES AND FIX THEIR COMPENSATION;
(VII)
TO INDEMNIFY ANY PERSON IN ACCORDANCE WITH THE
DELAWARE ACT AND TO OBTAIN ANY AND ALL TYPES OF INSURANCE;
(VIII)
TO NEGOTIATE, ENTER INTO, 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 ASSETS OF THE COMPANY;
(IX)
TO BORROW MONEY AND ISSUE EVIDENCES OF
INDEBTEDNESS, AND TO SECURE THE SAME BY A MORTGAGE, PLEDGE OR OTHER LIEN ON THE
ASSETS OF THE COMPANY;
(X)
TO PAY, COLLECT, COMPROMISE, LITIGATE,
ARBITRATE OR OTHERWISE ADJUST OR SETTLE ANY AND ALL OTHER CLAIMS OR DEMANDS OF
OR AGAINST THE COMPANY OR TO HOLD SUCH PROCEEDS AGAINST THE PAYMENT OF
CONTINGENT LIABILITIES;
8
(XI)
TO MAKE, EXECUTE, ACKNOWLEDGE AND FILE ANY
AND ALL DOCUMENTS OR INSTRUMENTS NECESSARY, CONVENIENT OR INCIDENTAL TO THE
ACCOMPLISHMENT OF THE PURPOSE OF THE COMPANY;
(XII)
TO PURCHASE, TAKE, RECEIVE, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE, OWN, HOLD, VOTE, USE, EMPLOY, SELL, MORTGAGE, LEND, PLEDGE,
OR OTHERWISE DISPOSE OF, AND OTHERWISE USE AND DEAL IN AND WITH, EQUITY
INTERESTS IN OR OBLIGATIONS OF DOMESTIC OR FOREIGN CORPORATIONS, ASSOCIATIONS,
GENERAL OR LIMITED PARTNERSHIPS (INCLUDING 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 THE POWER TO BE ADMITTED AS A
MEMBER OR APPOINTED AS A MANAGER THEREOF AND TO EXERCISE THE DUTIES CREATED
THEREBY), OR INDIVIDUALS 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;
(XIII)
TO LEND MONEY FOR ANY PROPER PURPOSE, TO INVEST
AND REINVEST ITS FUNDS, AND TO TAKE AND HOLD REAL AND PERSONAL PROPERTY FOR THE
PAYMENT OF FUNDS SO LOANED OR INVESTED; AND
(XIV)
TO CEASE ITS ACTIVITIES AND CANCEL ITS
CERTIFICATE.
(B)
THE MANAGING MEMBER, SUBJECT TO ANY
LIMITATIONS SET FORTH IN THIS AGREEMENT, MAY AUTHORIZE ANY PERSON (INCLUDING,
WITHOUT LIMITATION, ANY OTHER MEMBER) TO ENTER INTO ANY AGREEMENT OR INSTRUMENT
ON BEHALF OF THE COMPANY AND TO PERFORM OR CAUSE TO BE PERFORMED THE COMPANY'S
OBLIGATIONS THEREUNDER.
(C)
THE COMPANY MAY MERGE WITH, OR CONSOLIDATE
INTO, ANOTHER DELAWARE LIMITED LIABILITY COMPANY OR OTHER BUSINESS ENTITY (AS
DEFINED IN SECTION 18-209(A) OF THE DELAWARE ACT) UPON THE CONSENT OF THE TRUST
MEMBERS.
(D)
NOTHING IN THIS SECTION 3.2 SHALL BE DEEMED
TO AUTHORIZE THE OFFICERS, THE INVESTMENT COMMITTEE OR THE MANAGING MEMBER TO
AUTHORIZE THE COMPANY TO TAKE ANY ACTION SET FORTH ABOVE IN THIS SECTION 3.2
WITHOUT THE REQUIRED APPROVAL OF THE MEMBERS OF THE INVESTMENT COMMITTEE
PURSUANT TO SECTION