ARRANGEMENTS OF WHATEVER CHARACTER FROM TIME
TO TIME SUPPORTING OR SECURING PAYMENT OF SUCH LOANS, THE ACCOUNTS RELATING TO
SUCH LOANS AND ALL INCOME, PAYMENTS, PRODUCTS, PROCEEDS AND OTHER BENEFITS OF
ANY AND ALL OF THE FOREGOING, ALL AS MORE PARTICULARLY DESCRIBED IN THE BASIC
DOCUMENTS;
(II)
TO ENTER INTO, AND PERFORM ITS OBLIGATIONS UNDER, ANY AGREEMENTS
WITH AFFILIATES RELATING TO OR EFFECTING THE TRANSFERS AND CONVEYANCES OF LOAN
ASSETS AS DESCRIBED ABOVE;
2
(III)
TO TRANSFER THE LOAN ASSETS OR INTERESTS THEREIN (INCLUDING FOR
THE PURPOSE OF ESTABLISHING, FORMING OR FUNDING ONE OR MORE TRUSTS), PURSUANT TO
ONE OR MORE INDENTURES, TRANSFER AND SERVICING AGREEMENT OR OTHER AGREEMENTS,
ENTERED INTO BY AND AMONG, AMONG OTHERS, THE COMPANY, ANY TRUSTEE OR TRUSTEES OR
COLLATERAL AGENT NAMED THEREIN, AND ANY ENTITY ACTING AS SERVICER FOR THE LOAN
ASSETS, AS WELL AS CERTAIN OTHER FINANCING ENTITIES (COLLECTIVELY HEREINAFTER
REFERRED TO AS THE "ENTITIES"), AND TO PERFORM ITS OBLIGATIONS UNDER ANY SUCH
AGREEMENTS;
(IV)
TO HOLD AND ENJOY ANY AND ALL OF THE RIGHTS AND PRIVILEGES OF ANY
CERTIFICATES, NOTES OR OTHER OWNERSHIP INTERESTS
(THE "INTERESTS") ISSUED BY OR
SOLD BY THE ENTITIES TO THE COMPANY UNDER THE RELATED AGREEMENTS AND TO HOLD AND
ENJOY ALL OF THE RIGHTS AND PRIVILEGES OF ANY CLASS OF ANY SERIES OF INTERESTS,
TO SELL, ASSIGN, PLEDGE OR OTHERWISE TRANSFER ANY SUCH INTERESTS OR ANY INTEREST
THEREIN;
(V)
TO PERFORM ITS OBLIGATIONS UNDER THE AGREEMENTS PURSUANT TO WHICH
ANY INTERESTS ARE ISSUED, SOLD OR SERVICED;
(VI)
TO INVEST THE PROCEEDS DERIVED FROM THE SALE OR OWNERSHIP OF THE
LOAN ASSETS AS DETERMINED BY THE COMPANY'S BOARD OF MANAGERS; AND
(VII)
TO ENGAGE IN ANY LAWFUL ACT OR ACTIVITY AND TO EXERCISE ANY POWERS
PERMITTED TO LIMITED LIABILITY COMPANIES ORGANIZED UNDER THE LAWS OF THE STATE
OF DELAWARE THAT ARE RELATED OR INCIDENTAL TO AND NECESSARY, CONVENIENT OR
ADVISABLE FOR THE ACCOMPLISHMENT OF THE ABOVE-MENTIONED PURPOSES (INCLUDING THE
ENTERING INTO OF INTEREST RATE OR BASIS SWAP, CAP, FLOOR OR COLLAR AGREEMENTS,
CURRENCY EXCHANGE AGREEMENTS OR SIMILAR HEDGING TRANSACTIONS AND REFERRAL,
MANAGEMENT, SERVICING AND ADMINISTRATION AGREEMENTS).
(B)
THE COMPANY, BY OR THROUGH THE MEMBER, OR ANY MANAGER OR OFFICER
ON BEHALF OF THE COMPANY, MAY ENTER INTO AND PERFORM THE BASIC DOCUMENTS AND ALL
DOCUMENTS, AGREEMENTS, CERTIFICATES OR FINANCING STATEMENTS CONTEMPLATED THEREBY
OR RELATED THERETO, ALL WITHOUT ANY FURTHER ACT, VOTE OR APPROVAL OF ANY OTHER
PERSON NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE ACT OR
APPLICABLE LAW, RULE OR REGULATION.
THE FOREGOING AUTHORIZATION SHALL NOT BE
DEEMED A RESTRICTION ON THE POWERS OF THE MEMBER OR ANY MANAGER OR OFFICER TO
ENTER INTO OTHER AGREEMENTS ON BEHALF OF THE COMPANY, IN EACH CASE IN CONNECTION
WITH PERMITTED ACTIVITIES AND PURPOSES OF THE COMPANY.
Section 8.
Powers.
Subject to Sections 7 and 9(j), the Company, and the Board of Managers and the
Officers of the Company on behalf of the Company, (i) shall have and exercise
all powers necessary, convenient or incidental to accomplish its purposes as