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;
(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, SHARE OR OTHER 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
8
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 6.5 OR THE MEMBERS PURSUANT TO SECTION 6.5 OR ANY OTHER PROVISIONS