Common use of DUTIES OF THE ADVISOR Clause in Contracts

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company; 3.3 subject to the provisions of Section 3.5 and Section 4 hereof, (i) locate, analyze and select potential investment transactions; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made by the Company; and (iii) provide necessary assistance to the Officers of the Company in connection with completion of transactions approved by the Board of Directors of the Company; 3.4 provide the Board of Directors with periodic reports regarding prospective investment transactions; 3.5 obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any and all investment transactions; 3.6 obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Projects; 3.7 from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 do all things necessary to assure its ability to render the services described in this Agreement; 3.9 deliver to and maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Projects; and

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 (a) serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the services herein, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 (e) subject to the provisions of Section 3.5 Paragraphs 3(g) and Section 4 hereof, (i) locate, analyze and select potential investment transactions; investments in Properties, Mortgage Loans, potential lessees of Secured Equipment Leases and other investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties, Mortgage Loans and other investments will be made and Secured Equipment Leases will be offered by the Company; and (iii) provide necessary assistance to the Officers make investments in Properties, Mortgage Loans and other investments and enter into Secured Equipment Leases on behalf of the Company in connection compliance with completion of transactions approved by the Board of Directors investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties, Mortgage Loans, Secured Equipment Leases and other investments; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property; 3.4 (f) provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments and prospective lessees or borrowers of Secured Equipment Leases; 3.5 (g) obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any and all investment transactionsinvestments in Properties, Mortgage Loans and other investments and in connection with the offering of Secured Equipment Leases (the vote of a majority of all Independent Directors must also be obtained with respect to Mortgage Loans and Secured Equipment Leases); 3.6 (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsCompany; 3.7 (j) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (k) provide the Company with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (m) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties and Mortgage Loans; (n) notify the Board of all proposed material transactions before they are completed; and (o) administer the Secured Equipment Lease program on behalf of the Company.

DUTIES OF THE ADVISOR. During the term of this Agreement, the Advisor will be responsible for performing the day-to-day business affairs of the Company. The Advisor undertakes to will use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company Company, as determined and adopted from time to time by the Board of Directors. In performance As part of performing its obligations hereunder, subject to certain restrictions described in this undertakingAgreement (including those set forth in Sections 4 and 7 below), and subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, the Articles of Incorporation and the Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliatewill: 3.1 (a) serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company, including cash management services; (c) (i) locate, analyze and select potential investments in Properties and Mortgage Loans; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties and Mortgage Loans will be made by the Company; (iii) make investments in Properties and Mortgage Loans on behalf of the Company in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of investments in Properties and Mortgage Loans; (v) on behalf of the Company, sell, dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and Mortgage Loans, in compliance with the investment objectives and policies of the Company; and (vi) enter into leases and service contracts for Company Assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Assets; (d) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and other securities, but in no event in such a way so that the Advisor will be acting as a broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing will be the responsibility of the Company; (e) on behalf of the Company, investigate, select and engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the services herein, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (f) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company; 3.3 subject to the provisions of Section 3.5 Company and Section 4 hereof, (i) locate, analyze and select potential investment transactions; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made by the Company; and (iii) provide necessary assistance to the Officers of the Company in connection with completion of transactions approved any borrowings proposed to be undertaken by the Board of Directors of the Company; 3.4 provide the Board of Directors with periodic reports regarding prospective investment transactions; 3.5 obtain the prior approval of the Board of Directors (including a majority of the Independent Directorsg) for any and all investment transactions; 3.6 obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsCompany; 3.7 (h) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (i) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (j) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties and Mortgage Loans; and (k) notify the Board of Directors of all proposed material transactions before they are completed.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 (a) serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not' limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 (e) subject to the provisions of Section 3.5 Paragraphs 3(g) and Section 4 hereof, (i) locate, analyze and select potential investment transactions; investments in Properties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties will be made by the Companymade; and (iii) provide necessary assistance to the Officers make investments in Properties on behalf of the Company in connection compliance with completion of transactions approved by the Board of Directors investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Property; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property; 3.4 (f) provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Properties; 3.5 (g) obtain the prior approval of the Board of Directors (including a majority of the all Independent Directors) for any and all investment transactionsinvestments in Properties; 3.6 (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker- dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsProperties; 3.7 (j) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (k) provide the Company with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (m) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties; and (n) notify the Board of all proposed material transactions before they are completed.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Articles of Incorporation and Bylaws of the CompanyCompany and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate: 3.1 (a) serve as the Company's ’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's ’s assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and ’s policies, and, as necessary, and furnish the Board of Directors with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the CompanyBoard; 3.3 (e) subject to the provisions of Section 3.5 Sections 3(g) and Section 4 hereof, : (i) locate, analyze and select potential investment transactionsinvestments in Investment Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Investment Assets will be made made, purchased or acquired by the Company; and (iii) provide necessary assistance to the Officers make investments in Investment Assets on behalf of the Company in connection compliance with completion of transactions approved by the Board of Directors investment objectives and policies of the Company; (iv) arrange for financing and refinancing of, make other changes in the asset or capital structure of, dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Investment Assets; and (v) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; 3.4 (f) provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Investment Assets; the occurrence of any Triggering Event during the prior fiscal quarter; and the amounts of “dead deal” costs incurred by the Company during the prior fiscal quarter; 3.5 (g) obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any and all investment transactionsinvestments in Property which do not meet all of the requirements set forth in Section 4(b) hereof; 3.6 (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsInvestment Assets; 3.7 (j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Investment Assets, including, but not limited to: (i) the negotiation, making and servicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans; (k) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (l) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company; (m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company’s business and operations; (n) provide the Company with such accounting data and any other information requested by the Company concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (o) maintain the books and records of the Company; (p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans; (q) provide the Company with all necessary cash management services; (r) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (s) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances; (t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to and or maintain on behalf of the Company copies of of, all appraisals obtained in connection with the investments in ProjectsProperties and Loans; and (u) if a transaction, proposed transaction or other matter requires approval by the Board or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter. (v) on an annual basis, no later than 90 days prior to the end of each term of this Agreement, provide the Independent Directors with a report on (1) the Advisor’s performance during the past year, (2) the compensation paid to the Advisor during such year and (3) any proposed changes to the compensation to be paid to the Advisor during the upcoming year if the Agreement is renewed. The Advisor’s report shall address, among other things, (a) those matters identified in the Company’s organizational documents as matters which the Independent Directors must review each year with respect to the Advisor’s performance and compensation; (b) whether any Triggering Event occurred with respect to an Investment made during the past year; and (c) the “dead deal” costs incurred by the Company during the past year. If a Triggering Event has occurred, the Independent Directors may consider whether, after taking account of the overall performance of the Advisor during the past year, they wish to request that the Advisor refund all or a portion of the Initial Acquisition Fee paid by the Company in respect of such Investment Asset, and if the Independent Directors make that request, the Advisor shall refund such amount to the Company within 60 days after receipt of such request. In addition, the Independent Directors may request that the Advisor refund certain of the dead deal costs incurred by the Company if, in light of the circumstances under which such costs were incurred, the Independent Directors determine that the Company should not bear such costs.

DUTIES OF THE ADVISOR. (a) The Advisor shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. Subject to Section 2.08, the Advisor undertakes to use its commercially reasonable best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertakingperforming its duties, subject to the supervision of the Board of Directors and consistent with the provisions of the Articles of Incorporation and Bylaws of the CompanyBylaws, the Advisor shall, either directly or by engaging an Affiliatea duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person: 3.1 serve as (i) provide the Company's investment and financial advisor and provide Company with research and economic and statistical data in connection with the Company's assets Assets and investment policies; 3.2 (ii) manage the Company’s day-to-day operations and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company; (iii) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares; (iv) investigate, select, and, on behalf of the Company, engage and conduct business with the duly qualified and licensed Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to duly qualified and licensed consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, property management companies, transfer agents and any and all agents for any of the foregoing, including duly qualified and licensed Affiliates of the Advisor, and duly qualified and licensed Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (v) consult with the officers and the Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and ’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 (vi) subject to the provisions of Section 3.5 Sections 2.02(a)(viii) and Section 4 2.03 hereof, (i) locate, analyze and select potential investment transactions; investments in Assets, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Assets will be made by made; (iii) make investments in Assets on behalf of the Company or the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Assets; and (iiiv) provide necessary assistance enter into leases of Property and service contracts for Assets with duly qualified and licensed Persons and, to the Officers extent necessary, perform all other operational functions for the maintenance and administration of the Company in connection with completion Assets, including the servicing of transactions approved by the Board of Directors of the CompanyMortgages; 3.4 (vii) provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Assets; 3.5 (viii) obtain the prior approval of the Board of Directors (including a majority of the all Independent Directors) for any and all investment transactionsinvestments in Assets; 3.6 (ix) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, negotiate on behalf of the Company with investment banking firms and broker-dealers, and negotiate private sales of Shares and other securities of the Company or obtain loans for the Company, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (x) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsAssets; 3.7 (xi) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 do (xii) assist the Company in arranging for all things necessary to assure its ability to render the services described in this Agreementcash management services; 3.9 (xiii) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsAssets; (xiv) upon request of the Company, act, or obtain the services of duly qualified and licensed others to act, as attorney-in-fact or agent of the Company in making, acquiring and disposing of Assets, disbursing, and collecting the funds, paying the debts and fulfilling the obligations of the Company and retaining counsel or other advisors to assist in handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (xv) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company; (xvi) provide office space, equipment and duly qualified and licensed personnel as required for the performance of the foregoing services as Advisor; (xvii) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (xviii) do all things necessary to assure its ability to render the services described in this Agreement. (b) Following the hiring of the Initial Transferred Executives by the Company, as contemplated by and permitted under Section 7.1 of the Master Modification Agreement, (i) the Company shall cause such Initial Transferred Executives and any other employees of the Company and its Affiliates to cooperate with and assist the Advisor as is reasonably necessary or appropriate in order to enable the Advisor to continue to perform the duties described in Section 2.02(a), and (ii) the Advisor shall cause its employees to cooperate with and assist the Initial Transferred Executives as is reasonably necessary or appropriate, consistent with past practice. The Company acknowledges and agrees that certain of the duties of Advisor provided hereunder were previously performed (or performed in part) by the Initial Transferred Executives, who are no longer employed by the Advisor or its Affiliates as a result of the transactions to be consummated upon the execution and delivery of the Master Modification Agreement but will perform such services for the Company as employees of the Company. As a result, the Company acknowledges and agrees that the duties of the Advisor (from and after the date hereof) shall be modified as is reasonably necessary to reflect the fact that the Initial Transferred Executives are no longer employed by Advisor, irrespective of whether such Initial Transferred Executive remains employed by the Company. If any of the Initial Transferred Executives cease their employment with the Company during the term of this Agreement, the Company shall use commercially reasonable efforts to hire a replacement employee as promptly as is reasonably practicable to perform the duties and functions of such Initial Transferred Executive. If the Company has not hired such a replacement employee and the Advisor reasonably determines that a replacement is necessary to perform the duties of such Initial Transferred Executive prior to the Company hiring a replacement employee, the Advisor may, at any time after the respective Initial Transferred Executive ceases to be employed by the Company, in its discretion, hire or assign an employee to perform the duties and functions of such Initial Transferred Executive under this Agreement on a temporary basis; provided, that such employee is reasonably acceptable to the Company. The Company shall be responsible for the cost of any such temporary employee’s compensation and benefits; provided, however, that if such temporary employee does not allocate all of his or her business time to providing services to or for the Company, then the Company shall only be responsible for a percentage of such costs equal to the percentage of such temporary employee’s business time spent on providing services to or for the Company. If the Company has not hired a replacement employee (on a temporary or permanent basis) within 120 days of such Initial Transferred Executive ceasing employment with the Company, the Advisor may, in its discretion, hire a permanent employee (or make a temporary employee permanent) upon notice to the Company, in which case (x) such permanent employee shall be deemed to be a “Specified Employee” under the Master Modification Agreement and (y) the Adjustment Amount specified in Section 3.01(a) shall be reduced by an amount equal to the total annual compensation and benefits of such permanent employee; provided that the Advisor may not hire such a permanent employee (or make such a temporary employee permanent) after April 1, 2014 without the prior consent of the Company.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 (a) serve as the Company's ’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's ’s assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the services herein, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and ’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 (e) subject to the provisions of Section 3.5 Paragraphs 3(g) and Section 4 hereof, (i) locate, analyze and select potential investment transactions; investments in Properties and Loans and other Permitted Investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Loans and other Permitted Investments will be made by made; (iii) make investments in Properties and Loans and other Permitted Investments in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties, Loans and other Permitted Investments; and (iiiv) enter into leases and service contracts for Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Property; (f) provide necessary assistance to the Officers of the Company in connection with completion of transactions approved by the Board of Directors of the Company; 3.4 provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Properties, Loans and other Permitted Investments; 3.5 (g) obtain the prior approval of the Board of Directors (including a majority of the all Independent Directors) for any and all investment transactionsinvestments in Properties, Loans and other Permitted Investments; 3.6 (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsCompany; 3.7 (j) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (k) provide the Company with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (m) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties, Loans and other Permitted Investments; and (n) notify the Board of all proposed material transactions before they are completed.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 (a) serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 (e) subject to the provisions of Section 3.5 Sections 3(g) and Section 4 hereof, : (i) locate, analyze and select potential investment transactionsinvestments in Property and Loans; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties and Loans will be made made, purchased or acquired by the Company; and (iii) provide necessary assistance to the Officers make investments in Property on behalf of the Company in connection compliance with completion of transactions approved by the Board of Directors investment objectives and policies of the Company; (iv) arrange for financing, and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of or otherwise deal with the investments in Property and Loans; and (v) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; 3.4 (f) provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Properties and Loans; 3.5 (g) obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any and all investment transactionsinvestments in Property which do not meet all of the requirements set forth in Section 4(b) hereof; 3.6 (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsProperty and/or Loans; 3.7 (j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Company Property and/or Loans, including, but not (k) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (l) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company; (m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company's business and operations; (n) provide the Company with such accounting data and any other information so requested concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (o) maintain the books and records of the Company; (p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans; (q) provide the Company with all necessary cash management services; (r) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (s) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances; (t) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties and Loans; and (u) NOTIFY THE BOARD OF ALL PROPOSED TRANSACTIONS BEFORE THEY ARE COMPLETED.]

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 (a) serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 (e) subject to the provisions of Section 3.5 Paragraphs 3(g) and Section 4 hereof, (i) locate, analyze and select potential investment transactions; investments in Properties, Mortgage Loans and potential lessees of Secured Equipment Leases, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Mortgage Loans will be made and Secured Equipment Leases will be offered by the Company; and (iii) provide necessary assistance to the Officers make investments in Properties and Mortgage Loans and enter into Secured Equipment Leases on behalf of the Company in connection compliance with completion of transactions approved by the Board of Directors investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Property, Mortgage Loans and Secured Equipment Leases; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property; 3.4 provide the Board of Directors with periodic reports regarding prospective investment transactions; 3.5 (g) obtain the prior approval of the Board of Directors (including a majority of the all Independent Directors) for any and all investment transactionsinvestments in Properties, Mortgage Loans, and in connection with the offering of Secured Equipment Leases; 3.6 (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsProperties, Mortgage Loans, and/or Secured Equipment Leases; 3.7 (j) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (k) provide the Company with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (m) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties and Mortgage Loans; (n) notify the Board of all proposed material transactions before they are completed; and (o) administer the Secured Equipment Lease program on behalf of the Company.

DUTIES OF THE ADVISOR. a) The Company hereby engages the Advisor undertakes to use its best efforts to present act as the investment adviser to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with manage the investment objectives and policies reinvestment of the Company as determined and adopted from time to time by assets of the Board of Directors. In performance of this undertakingCompany, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and consistent upon the terms herein set forth, (x) in accordance with the Articles investment objective, policies and restrictions that are set forth in the reports and/or registration statements that the Company files with the Securities and Exchange Commission (the “SEC”) from time to time, and prior to the date on which the SEC declares the Company’s registration statements effective, in accordance with the investment objective, policies and restrictions that are set forth in the Company’s confidential private placement memorandum dated [●], 2022, as amended from time to time (the “PPM”); (y) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same may be amended from time to time; and (z) in accordance with the Investment Company Act. Without limiting the generality of Incorporation the foregoing, the Advisor shall, during the term and Bylaws subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 serve as the Company's investment nature and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 consult with the officers and Board of Directors timing of the Company changes therein and assist the Board manner of Directors in the formulation and implementation of the Company's investment objectives and policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company; 3.3 subject to the provisions of Section 3.5 and Section 4 hereof, (i) locate, analyze and select potential investment transactionsimplementing such changes; (ii) structure identify/source, research, evaluate and negotiate the terms and conditions structure of transactions pursuant to which the investments will be made by the Company; and (iii) provide necessary assistance to close and monitor the Officers of Company’s investments; (iv) determine the securities and other assets that the Company in connection with completion of transactions approved by the Board of Directors of will purchase, retain, or sell; (v) use reasonable endeavors to ensure that the Company; 3.4 ’s investments consist mainly of assets, shares, securities or currencies (or derivative contracts relating thereto), which for the avoidance of doubt may include loans, notes and other evidences of indebtedness; (vi) perform due diligence on prospective portfolio companies; and (vii) provide the Board of Directors Company with periodic reports regarding prospective such other investment transactions; 3.5 obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any advisory, research, and all investment transactions; 3.6 obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of related services as the Company in Projects; 3.7 may, from time to time, or at any time reasonably requested by require for the Board of Directors, make reports to the Board of Directors investment of its performance of services funds, including providing operating and managerial assistance to the Company under this Agreement;and its portfolio companies as required. The Advisor shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Advisor will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Advisor to make investments on behalf of the Company through a special purpose vehicle, the Advisor shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act). 3.8 do all things necessary to assure its ability b) The Advisor hereby accepts such engagement and agrees during the term hereof to render the services described herein for the compensation provided herein. c) The Advisor is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Adviser”) pursuant to which the Advisor may obtain the services of the Sub-Advisor(s) to assist the Advisor in this Agreement; 3.9 deliver fulfilling its responsibilities hereunder. Specifically, the Advisor may retain a Sub-Adviser to recommend specific securities or other investments based upon the Company’s investment objective and maintain policies, and work, along with the Advisor, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Advisor and the Company. The Company copies of all appraisals obtained shall be responsible for any compensation payable to any Sub-Adviser. Any sub-advisory agreement entered into by the Advisor shall be in connection accordance with the investments requirements of the Investment Company Act and other applicable federal and state law. d) The Advisor shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in Projects; andany way or otherwise be deemed an agent of the Company. e) The Advisor shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Advisor agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Advisor may retain a copy of such records. f) The Advisor shall be primarily responsible for the execution of any trades in securities in the Company’s portfolio and the Company’s allocation of brokerage commissions.

DUTIES OF THE ADVISOR. The Subject to the supervision of the Board of Trustees, the Advisor undertakes will be responsible for the day-to-day operations of the Trust and, subject to use Section 17 hereof, shall provide such services and activities relating to the assets, operations and business plan of the Trust as may be appropriate, including: (a) preparing and submitting an annual budget and business plan for approval by the Board of the Trust (the "Business Plan"); (b) using its best efforts to present to the Company potential investment opportunities and to provide Trust a continuing and suitable investment program consistent with the investment policies and objectives and policies of the Company Trust as determined set forth in the Business Plan; (c) using its best efforts to present to the Trust investment opportunities consistent with the Business Plan and adopted such investment program as the Trustees may adopt from time to time by time; (d) furnishing or obtaining and supervising the Board of Directors. In performance of this undertaking, subject to the supervision ministerial functions in connection with the administration of the Board of Directors and consistent with the Articles of Incorporation and Bylaws day-to-day operations of the CompanyTrust, including the Advisor shall, either directly or by engaging an Affiliate:investment of reserve funds and surplus cash in short-term money market investments; 3.1 serve (e) serving as the CompanyTrust's investment and financial advisor and provide research and economic providing research, economic, and statistical data in connection with the CompanyTrust's assets investments and investment and financial policies; 3.2 consult (f) on behalf of the Trust, investigating, selecting and conducting relations with borrowers, lenders, mortgagors, brokers, investors, builders, developers and others; provided however, that the Advisor shall not retain on the Trust's behalf any consultants or third party professionals, other than legal counsel, without prior Board approval; (g) consulting with the officers Trustees and Board of Directors of furnishing the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and policies, and, as necessary, furnish the Board of Directors Trustees with advice and recommendations with respect to the making making, acquiring (by purchase, investment, exchange, or otherwise), holding, and disposition (through sale, exchange, or otherwise) of investments consistent with the investment objectives and policies Business Plan of the CompanyTrust; 3.3 subject to (h) obtaining for the provisions Trustees such services as may be required in acquiring and disposing of Section 3.5 investments, disbursing and Section 4 hereofcollecting the funds of the Trust, paying the debts and fulfilling the obligations of the Trust, and handling, prosecuting, and settling any claims of the Trust, including foreclosing and otherwise enforcing mortgage and other liens securing investments; (i) locateobtaining for and at the expense of the Trust such services as may be required for property management, analyze loan disbursements, and select potential investment transactions; (ii) structure and negotiate other activities relating to the terms and conditions investments of transactions pursuant the Trust, provided, however, the compensation for such services shall be agreed to which investments will be made by the Company; Trust and the service provider; (iiij) provide necessary assistance to advising the Officers of the Company Trust in connection with completion public or private sales of transactions approved shares or other securities of the Trust, or loans to the Trust, but in no event in such a way that the Advisor could be deemed to be acting as a broker dealer or underwriter; (k) quarterly and at any other time requested by the Board of Directors Trustees, making reports to the Trustees regarding the Trust's performance to date in relation to the Trust's approved Business Plan and its various components, as well as the Advisor's performance of the Companyforegoing services; 3.4 provide the Board of Directors with periodic reports regarding prospective investment transactions; 3.5 obtain the prior approval of the Board of Directors (including a majority of the Independent Directorsl) for any and all investment transactions; 3.6 obtain reports (which may be prepared by the Advisor making or its Affiliates)providing appraisal reports, where appropriate, concerning the value of on investments or contemplated investments of the Company in ProjectsTrust; 3.7 from time (m) assisting in preparation of reports and other documents necessary to time, satisfy the reporting and other requirements of any governmental bodies or at any time reasonably requested by agencies and to maintain effective communications with shareholders of the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement;Trust; and 3.8 do (n) doing all things necessary to assure ensure its ability to render the services described in this Agreement; 3.9 deliver to contemplated herein, including providing office space and maintain on behalf office furnishings and personnel necessary for the performance of the Company copies of foregoing services as Advisor, all appraisals obtained in connection with the investments in Projects; andat its own expense, except as otherwise expressly provided for herein.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 (a) serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 (e) subject to the provisions of Section 3.5 Paragraphs 3(g) and Section 4 hereof, (i) locate, analyze and select potential investment transactions; investments in Properties and Mortgage Loans, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties and Mortgage Loans will be made by the Company; and (iii) provide necessary assistance to the Officers make investments in Properties and Mortgage Loans on behalf of the Company in connection compliance with completion of transactions approved by the Board of Directors investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Property and Mortgage Loans; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property; 3.4 (f) provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Properties and Mortgage Loans; 3.5 (g) obtain the prior approval of the Board of Directors (including a majority of the all Independent Directors) for any and all investment transactionsinvestments in Properties and Mortgage Loans; 3.6 (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsProperties and/or Mortgage Loans; 3.7 (j) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (k) provide the Company with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (m) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties, Mortgage Loans; (n) notify the Board of all proposed material transactions before they are completed; and

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 (a) serve as the Company's ’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's ’s assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and ’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 (e) subject to the provisions of Section 3.5 Paragraphs 3(g) and Section 4 hereof, (i) locate, analyze and select potential investment transactions; investments in Properties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties will be made by made; (iii) make investments in Properties on behalf of the Company or the Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Property; and (iiiv) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property; (f) provide necessary assistance to the Officers of the Company in connection with completion of transactions approved by the Board of Directors of the Company; 3.4 provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Properties; 3.5 (g) obtain the prior approval of the Board of Directors (including a majority of the all Independent Directors) for any and all investment transactionsinvestments in Properties; 3.6 (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsProperties; 3.7 (j) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (k) from time to time, or at any time reasonably requested by the Board, make reports to the Board of the investment opportunities it has presented to the ▇▇▇▇▇-sponsored programs or has pursued directly or through an affiliate; (l) at any time reasonably requested by the Board furnish other information requested by the Board; (m) provide the Company with all necessary cash management services; (n) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (o) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties; and (p) notify the Board of all proposed material transactions before they are completed.

DUTIES OF THE ADVISOR. The During the term of this Agreement, the Advisor undertakes to use its best efforts to present to shall provide the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with consulting advice as specified below at the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the Articles of Incorporation and Bylaws request of the Company, provided that the Advisor shallshall not be required to undertake duties not reasonably within the scope of the consulting advisory service in which the Advisor is engaged generally. In the performance of these duties, either directly the Advisor shall provide the Company with the benefits of its best judgment and efforts, and the Advisor cannot and does not guarantee or promise that its efforts will have any impact on the business of the Company or that any subsequent improvement will result from the efforts of the Advisor. It is understood and acknowledged by engaging an Affiliatethe parties that the value of the Advisor’s advice is not measurable in any quantitative manner, and that the amount of time spent rendering such consulting advice shall be determined according to the Advisor’s discretion. The Advisor’s duties may include, but will not necessarily be limited to, rendering the following services to the Company: 3.1 serve a) Study and review the business, operations, historical financial performance of the Company (based upon information provided to the Advisor by management) so as to enable the Advisor to provide advice to the Company's investment and financial advisor and provide research and economic and statistical data ; b) Assist the Company in connection with attempting to formulate the optimum strategy to meet the Company's assets ’s working capital and investment policiescapital resource needs during the term of this Agreement; 3.2 consult with c) Assist in the officers formulation of the terms and structure of any reasonable proposed equity or debt financing or business transaction involving the Company; d) Assist in the introduction of the Company to institutional or other capital financing sources; e) Assist in the formulation of terms and structure of any reasonable proposed equity or debt financing or business transaction involving the Company; f) Vertical, upon request, will assist the Company in finding proper corporate counsel, auditor, and other professionals to represent the Company. g) Vertical, upon request, will assist in any presentation to the Board of Directors of the Company in connection with a proposed transaction or financing; h) Vertical, upon request, will review the Company’s executive compensation and employee benefit plans and make recommendations to the Company as to how such plans may be improved or enhanced and i) Vertical, upon request, will advise the Company as to the expected reaction of the financial community to any transaction and assist in determining the Board optimum means of Directors in communicating the formulation and implementation pertinent aspects of such transaction j) Vertical, upon request, will review all aspects of the Company's investment objectives ’s business and policies, and, advise as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with overall perception from the investment objectives and policies of the Companyfinancial community; 3.3 subject to the provisions of Section 3.5 and Section 4 hereof, (i) locate, analyze and select potential investment transactions; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made by the Company; and (iii) provide necessary assistance to the Officers of the Company in connection with completion of transactions approved by the Board of Directors of the Company; 3.4 provide the Board of Directors with periodic reports regarding prospective investment transactions; 3.5 obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any and all investment transactions; 3.6 obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Projects; 3.7 from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 do all things necessary to assure its ability to render the services described in this Agreement; 3.9 deliver to and maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Projects; and

DUTIES OF THE ADVISOR. The Subject to the supervision of the Board of Directors, the Advisor undertakes will be responsible for the day-to-day operations of the Company and, subject to use Section 17 hereof, shall provide such services and activities relating to the assets, operations and business plan of the Company as may be appropriate, including: (a) preparing and submitting an annual budget and business plan for approval by the Board of the Company (the "Business Plan"); (b) using its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment policies and objectives and policies of the Company as determined set forth in the Business Plan; (c) using its best efforts to present to the Company investment opportunities consistent with the Business Plan and adopted such investment program as the Directors may adopt from time to time by time; (d) furnishing or obtaining and supervising the Board of Directors. In performance of this undertaking, subject to the supervision ministerial functions in connection with the administration of the Board of Directors and consistent with the Articles of Incorporation and Bylaws day-to-day operations of the Company, Company including the Advisor shall, either directly or by engaging an Affiliate:investment of reserve funds and surplus cash in short-term money market investments; 3.1 serve (e) serving as the Company's investment and financial advisor and provide research and economic providing research, economic, and statistical data in connection with the Company's assets investments and investment and financial policies; 3.2 consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation (f) on behalf of the Company, investigating, selecting and conducting relations with borrowers, lenders, mortgagors, brokers, investors, builders, developers and others; provided however, that the Advisor shall not retain on the Company's investment objectives behalf any consultants or third party professionals, other than legal counsel, without prior Board approval; (g) consulting with the Directors and policies, and, as necessary, furnish furnishing the Board of Directors with advice and recommendations with respect to the making making, acquiring (by purchase, investment, exchange or otherwise), holding and disposition (through sale, exchange, or otherwise) of investments consistent with the investment objectives and policies Business Plan of the Company; 3.3 subject to (h) obtaining for the provisions Directors such services as may be required in acquiring and disposing of Section 3.5 investments, disbursing and Section 4 hereofcollecting the funds of the Company, paying the debts and fulfilling the obligations of the Company, and handling, prosecuting, and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens securing investments; (i) locateobtaining for and at the expense of the Company such services as may be required for property management, analyze loan disbursements, and select potential investment transactionsother activities relating to the investments of the Company, provided, however, the compensation for such services shall be agreed to by the Company and the service provider; (iij) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made by the Company; and (iii) provide necessary assistance to the Officers of advising the Company in connection with completion public or private sales of transactions approved by the Board of Directors shares or other securities of the Company, or loans to the Company, but in no event in such a way that the Advisor could be deemed to be acting as a broker dealer or underwriter; 3.4 provide (k) quarterly and at any time requested by the Board Directors, making reports to the Directors regarding the Company's performance to date in relation to the Company's approved Business Plan and its various components, as well as the Advisor's performance of Directors with periodic reports regarding prospective investment transactionsthe foregoing services; 3.5 obtain the prior approval of the Board of Directors (including a majority of the Independent Directorsl) for any and all investment transactions; 3.6 obtain reports (which may be prepared by the Advisor making or its Affiliates)providing appraisal reports, where appropriate, concerning the value of on investments or contemplated investments of the Company in ProjectsCompany; 3.7 from time (m) assisting in preparation of reports and other documents necessary to time, satisfy the reporting and other requirements of any governmental bodies or at any time reasonably requested by agencies and to maintain effective communications with stockholders of the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement;Company; and 3.8 do (n) doing all things necessary to assure ensure its ability to render the services described in this Agreement; 3.9 deliver to contemplated herein, including providing office space and maintain on behalf office furnishings and personnel necessary for the performance of the Company copies of foregoing services as Advisor, all appraisals obtained in connection with the investments in Projects; andat its own expense, except as otherwise expressly provided for herein.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Articles of Incorporation and Bylaws of the CompanyCompany and any Prospectus pursuant to which Shares are offered, the Advisor shall, either directly or by engaging an Affiliate: 3.1 (a) serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and policies, and, as necessary, and furnish the Board of Directors with such information, advice and recommendations as they may request or as otherwise may be necessary to enable them to discharge their fiduciary duties with respect to matters coming before the making of investments consistent with the investment objectives and policies of the CompanyBoard; 3.3 (e) subject to the provisions of Section 3.5 Sections 3(g) and Section 4 hereof, : (i) locate, analyze and select potential investment transactionsinvestments in Investment Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Investment Assets will be made made, purchased or acquired by the Company; and (iii) provide necessary assistance to the Officers make investments in Investment Assets on behalf of the Company in connection compliance with completion of transactions approved by the Board of Directors investment objectives and policies of the Company; (iv) arrange for financing and refinancing of, make other changes in the asset or capital structure of, dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Investment Assets; and (v) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; 3.4 (f) provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Investment Assets; 3.5 (g) obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any and all investment transactionsinvestments in Property which do not meet all of the requirements set forth in Section 4(b) hereof and obtain the prior approval of the Independent Directors for all investments in Loans; 3.6 (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsInvestment Assets; 3.7 (j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Investment Assets, including, but not limited to: (i) the negotiation, making and servicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans; (k) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (l) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company; (m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company's business and operations; (n) provide the Company with such accounting data and any other information requested by the Company concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (o) maintain the books and records of the Company; (p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans; (q) provide the Company with all necessary cash management services; (r) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (s) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances; (t) arrange to obtain on behalf of the Company as requested by the Board, and deliver to and or maintain on behalf of the Company copies of of, all appraisals obtained in connection with the investments in ProjectsProperties and Loans; and (u) if a transaction, proposed transaction or other matter requires approval by the Board or by the Independent Directors, deliver to the Board or the Independent Directors, as the case may be, all documentation reasonably requested by them to properly evaluate such transaction, proposed transaction or other matter.

DUTIES OF THE ADVISOR. (a) The Company hereby employs the Advisor undertakes to use its best efforts to present act as the investment adviser to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with manage the investment objectives and policies reinvestment of the Company as determined and adopted from time to time by assets of the Board of Directors. In performance of this undertakingCompany, subject to the supervision of the Board board of Directors directors of the Company (the “Board”), for the period and consistent upon the terms herein set forth, (i) in accordance with the Articles investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form 10 filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended from time to time, (the “Registration Statement”); (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time; and (iii) in accordance with the Investment Company Act. Without limiting the generality of Incorporation the foregoing, the Advisor shall, during the term and Bylaws subject to the provisions of this Agreement: (i) determine the composition of the portfolio of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 serve as the Company's investment nature and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 consult with the officers and Board of Directors timing of the Company changes therein and assist the Board manner of Directors in the formulation and implementation of the Company's investment objectives and policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company; 3.3 subject to the provisions of Section 3.5 and Section 4 hereof, (i) locate, analyze and select potential investment transactionsimplementing such changes; (ii) structure identify/source, research, evaluate and negotiate the terms and conditions structure of transactions pursuant to which the investments will be made by the Company; and (iii) provide necessary assistance to close and monitor the Officers of Company’s investments; (iv) determine the securities and other assets that the Company in connection with completion of transactions approved by the Board of Directors of the Company; 3.4 will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Board of Directors Company with periodic reports regarding prospective such other investment transactions; 3.5 obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any advisory, research, and all investment transactions; 3.6 obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of related services as the Company in Projects; 3.7 may, from time to time, or at any time reasonably requested by require for the Board of Directors, make reports to the Board of Directors investment of its performance of services funds, including providing operating and managerial assistance to the Company under this Agreement;and its portfolio companies as required. Subject to the supervision of the Board, the Advisor shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company determines to obtain debt financing, the Advisor will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary or appropriate for the Advisor to make investments on behalf of the Company through a special purpose vehicle, the Advisor shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act). 3.8 do all things necessary to assure its ability (b) The Advisor hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Advisor is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Advisor”) pursuant to which the Advisor may obtain the services of the Sub-Advisor(s) to assist the Advisor in this Agreement; 3.9 deliver fulfilling its responsibilities hereunder. Specifically, the Advisor may retain a Sub-Advisor to recommend specific securities or other investments based upon the Company’s investment objective and maintain policies, and work, along with the Advisor, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Advisor and the Company. The Advisor and not the Company copies of all appraisals obtained shall be responsible for any compensation payable to any Sub-Advisor. Any sub-advisory agreement entered into by the Advisor shall be in connection accordance with the investments requirements of the Investment Company Act and other applicable federal and state law. (d) The Advisor shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in Projects; andany way or otherwise be deemed an agent of the Company. (e) The Advisor shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Advisor agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Advisor may retain a copy of such records. (f) The Advisor shall be primarily responsible for the execution of any trades in securities in the Company’s portfolio and the Company’s allocation of brokerage commissions.

DUTIES OF THE ADVISOR. The Subject to the supervision of the Board of Directors, the Advisor undertakes will be responsible for the day-to- day operations of the Company and, subject to use Section 17 hereof, shall provide such services and activities relating to the assets, operations and business plan of the Company as may be appropriate, including: (a) preparing and submitting an annual budget and business plan for approval by the Board of the Company (the "Business Plan"); (b) using its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment policies and objectives and policies of the Company as determined set forth in the Business Plan; (c) using its best efforts to present to the Company investment opportunities consistent with the Business Plan and adopted such investment program as the Directors may adopt from time to time by time; (d) furnishing or obtaining and supervising the Board of Directors. In performance of this undertaking, subject to the supervision ministerial functions in connection with the administration of the Board of Directors and consistent with the Articles of Incorporation and Bylaws day-to-day operations of the Company, Company including the Advisor shall, either directly or by engaging an Affiliate:investment of reserve funds and surplus cash in short-term money market investments; 3.1 serve (e) serving as the Company's investment and financial advisor and provide research and economic providing research, economic, and statistical data in connection with the Company's assets investments and investment and financial policies; 3.2 consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation (f) on behalf of the Company, investigating, selecting and conducting relations with borrowers, lenders, mortgagors, brokers, investors, builders, developers and others; provided however, that the Advisor shall not retain on the Company's investment objectives behalf any consultants or third party professionals, other than legal counsel, without prior Board approval; (g) consulting with the Directors and policies, and, as necessary, furnish furnishing the Board of Directors with advice and recommendations with respect to the making making, acquiring (by purchase, investment, exchange or otherwise), holding and disposition (through sale, exchange, or otherwise) of investments consistent with the investment objectives and policies Business Plan of the Company; 3.3 subject to (h) obtaining for the provisions Directors such services as may be required in acquiring and disposing of Section 3.5 investments, disbursing and Section 4 hereofcollecting the funds of the Company, paying the debts and fulfilling the obligations of the Company, and handling, prosecuting, and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens securing investments; (i) locateobtaining for and at the expense of the Company such services as may be required for property management, analyze loan disbursements, and select potential investment transactions; (ii) structure and negotiate other activities relating to the terms and conditions investments of transactions pursuant the Company, provided, however, the compensation for such services shall be agreed to which investments will be made by the Company; Company and the service provider; (iiij) provide necessary assistance to the Officers of advising the Company in connection with completion public or private sales of transactions approved by the Board of Directors shares or other securities of the Company, or loans to the Company, but in no event in such a way that the Advisor could be deemed to be acting as a broker dealer or underwriter; 3.4 provide (k) quarterly and at any time requested by the Board Directors, making reports to the Directors regarding the Company's performance to date in relation to the Company's approved Business Plan and its various components, as well as the Advisor's performance of Directors with periodic reports regarding prospective investment transactionsthe foregoing services; 3.5 obtain the prior approval of the Board of Directors (including a majority of the Independent Directorsl) for any and all investment transactions; 3.6 obtain reports (which may be prepared by the Advisor making or its Affiliates)providing appraisal reports, where appropriate, concerning the value of on investments or contemplated investments of the Company in ProjectsCompany; 3.7 from time (m) assisting in preparation of reports and other documents necessary to time, satisfy the reporting and other requirements of any governmental bodies or at any time reasonably requested by agencies and to maintain effective communications with stockholders of the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement;Company; and 3.8 do (n) doing all things necessary to assure ensure its ability to render the services described in this Agreement; 3.9 deliver to contemplated herein, including providing office space and maintain on behalf office furnishings and personnel necessary for the performance of the Company copies of foregoing services as Advisor, all appraisals obtained in connection with the investments in Projects; andat its own expense, except as otherwise expressly provided for herein.

DUTIES OF THE ADVISOR. The Subject to the supervision of the Board of Directors, the Advisor undertakes will be responsible for the day-to-day operations of the Company and, subject to use Section 17 hereof, shall provide such services and activities relating to the assets, operations and business plan of the Company as may be appropriate, including: (a) preparing and submitting an annual budget and business plan for approval by the Board of the Company (the "Business Plan"); (b) using its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment policies and objectives and policies of the Company as determined set forth in the Business Plan; (c) using its best efforts to present to the Company investment opportunities consistent with the Business Plan and adopted such investment program as the Directors may adopt from time to time by time; (d) furnishing or obtaining and supervising the Board of Directors. In performance of this undertaking, subject to the supervision ministerial functions in connection with the administration of the Board of Directors and consistent with the Articles of Incorporation and Bylaws day-to-day operations of the Company, Company including the Advisor shall, either directly or by engaging an Affiliate:investment of reserve funds and surplus cash in short-term money market investments; 3.1 serve (e) serving as the Company's investment and financial advisor and provide research and economic providing research, economic, and statistical data in connection with the Company's assets investments and investment and financial policies; 3.2 consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation (f) on behalf of the Company, investigating, selecting and conducting relations with borrowers, lenders, mortgagors, brokers, investors, builders, developers and others; provided however, that the Advisor shall not retain on the Company's investment objectives behalf any consultants or third party professionals, other than legal counsel, without prior Board approval; (g) consulting with the Directors and policies, and, as necessary, furnish furnishing the Board of Directors with advice and recommendations with respect to the making making, acquiring (by purchase, investment, exchange or otherwise), holding and disposition (through sale, exchange, or otherwise) of investments consistent with the investment objectives and policies Business Plan of the Company; 3.3 subject to (h) obtaining for the provisions Directors such services as may be required in acquiring and disposing of Section 3.5 investments, disbursing and Section 4 hereofcollecting the funds of the Company, paying the debts and fulfilling the obligations of the Company, and handling, prosecuting, and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens securing investments; (i) locateobtaining for and at the expense of the Company such services as may be required for property management, analyze loan disbursements, and select potential investment transactions; (ii) structure and negotiate other activities relating to the terms and conditions investments of transactions pursuant the Company, provided, however, the compensation for such services shall be agreed to which investments will be made by the Company; Company and the service provider; (iiij) provide necessary assistance to the Officers of advising the Company in connection with completion public or private sales of transactions approved by the Board of Directors shares or other securities of the Company, or loans to the Company, but in no event in such a way that the Advisor could be deemed to be acting as a broker dealer or underwriter; 3.4 provide (k) quarterly and at any time requested by the Board Directors, making reports to the Directors regarding the Company's performance to date in relation to the Company's approved Business Plan and its various components, as well as the Advisor's performance of Directors with periodic reports regarding prospective investment transactionsthe foregoing services; 3.5 obtain the prior approval of the Board of Directors (including a majority of the Independent Directorsl) for any and all investment transactions; 3.6 obtain reports (which may be prepared by the Advisor making or its Affiliates)providing appraisal reports, where appropriate, concerning the value of on investments or contemplated investments of the Company Company; (m) assisting in Projects;preparation of reports and other documents necessary to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective communications with stockholders of the Company; and 3.7 from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 do (n) doing all things necessary to assure ensure its ability to render the services described in this Agreement; 3.9 deliver to contemplated herein, including providing office space and maintain on behalf office furnishings and personnel necessary for the performance of the Company copies of foregoing services as Advisor, all appraisals obtained in connection with the investments in Projects; andat its own expense, except as otherwise expressly provided for herein. 2.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an a Permitted Affiliate: 3.1 a. serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 b. provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; c. investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; d. consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 e. subject to the provisions of Section 3.5 Paragraphs 3(g) and Section 4 hereof, (i) locate, analyze and select potential investment transactions; investments in Properties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties will be made by the Companymade; and (iii) provide necessary assistance to the Officers make investments in Properties on behalf of the Company in connection compliance with completion of transactions approved by the Board of Directors investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Property; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property; 3.4 f. provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Properties; 3.5 g. obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any and all investment transactionsinvestments in Properties; 3.6 h. negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; i. obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsProperties; 3.7 j. from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 k. provide the Company with all necessary cash management services; l. do all things necessary to assure its ability to render the services described in this Agreement; 3.9 m. deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties; and n. notify the Board of all proposed material transactions before they are completed.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 (a) serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 (e) subject to the provisions of Section 3.5 Paragraphs 3(g) and Section 4 hereof, (i) locate, analyze and select potential investment transactions; investments in Properties, Mortgage Loans and Loans and potential lessees of Secured Equipment Leases, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties, Mortgage Loans and Loans will be made and Secured Equipment Leases will be offered by the Company; and (iii) provide necessary assistance to the Officers make investments in Properties, Mortgage Loans and Loans and enter into Secured Equipment Leases on behalf of the Company in connection compliance with completion of transactions approved by the Board of Directors investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Property, Mortgage Loans, Loans and Secured Equipment Leases; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property; 3.4 (f) provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Properties, Mortgage Loans and Loans and prospective lessees of Secured Equipment Leases; 3.5 (g) obtain the prior approval of the Board of Directors (including a majority of the all Independent Directors) for any and all investment transactionsinvestments in Properties, Loans and in connection with the offering of Secured Equipment Leases; 3.6 (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, including the Equipment Loan, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsProperties, Mortgage Loans, Loans and/or Secured Equipment Leases; 3.7 (j) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (k) provide the Company with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (m) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties, Mortgage Loans and Loans; and (n) notify the Board of all proposed material transactions before they are completed. (o) administer the Secured Equipment Lease program on behalf of the Company.

DUTIES OF THE ADVISOR. The Subject to the supervision of the Board of --------------------- Directors, the Advisor undertakes will be responsible for the day-to-day operations of the Company and, subject to use Section 17 hereof, shall provide such services and activities relating to the assets, operations and business plan of the Company as may be appropriate, including: (a) preparing and submitting an annual budget and business plan for approval by the Board of the Company (the "Business Plan"); (b) using its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment policies and objectives and policies of the Company as determined set forth in the Business Plan; (c) using its best efforts to present to the Company investment opportunities consistent with the Business Plan and adopted such investment program as the Directors may adopt from time to time by time; (d) furnishing or obtaining and supervising the Board of Directors. In performance of this undertaking, subject to the supervision ministerial functions in connection with the administration of the Board of Directors and consistent with the Articles of Incorporation and Bylaws day-to- day operations of the Company, Company including the Advisor shall, either directly or by engaging an Affiliate:investment of reserve funds and surplus cash in short-term money market investments; 3.1 serve (e) serving as the Company's investment and financial advisor and provide research and economic providing research, economic, and statistical data in connection with the Company's assets investments and investment and financial policies; 3.2 consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation (f) on behalf of the Company, investigating, selecting and conducting relations with borrowers, lenders, mortgagors, brokers, investors, builders, developers and others; provided however, that the Advisor shall not retain on the Company's investment objectives behalf any consultants or third party professionals, other than legal counsel, without prior Board approval; (g) consulting with the Directors and policies, and, as necessary, furnish furnishing the Board of Directors with advice and recommendations with respect to the making making, acquiring (by purchase, investment, exchange or otherwise), holding and disposition (through sale, exchange, or otherwise) of investments consistent with the investment objectives and policies Business Plan of the Company; 3.3 subject to (h) obtaining for the provisions Directors such services as may be required in acquiring and disposing of Section 3.5 investments, disbursing and Section 4 hereofcollecting the funds of the Company, paying the debts and fulfilling the obligations of the Company, and handling, prosecuting, and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens securing investments; (i) locateobtaining for and at the expense of the Company such services as may be required for property management, analyze loan disbursements, and select potential investment transactions; (ii) structure and negotiate other activities relating to the terms and conditions investments of transactions pursuant the Company, provided, however, the compensation for such services shall be agreed to which investments will be made by the Company; Company and the service provider; (iiij) provide necessary assistance to the Officers of advising the Company in connection with completion public or private sales of transactions approved by the Board of Directors shares or other securities of the Company, or loans to the Company, but in no event in such a way that the Advisor could be deemed to be acting as a broker dealer or underwriter; 3.4 provide (k) quarterly and at any time requested by the Board Directors, making reports to the Directors regarding the Company's performance to date in relation to the Company's approved Business Plan and its various components, as well as the Advisor's performance of Directors with periodic reports regarding prospective investment transactionsthe foregoing services; 3.5 obtain the prior approval of the Board of Directors (including a majority of the Independent Directorsl) for any and all investment transactions; 3.6 obtain reports (which may be prepared by the Advisor making or its Affiliates)providing appraisal reports, where appropriate, concerning the value of on investments or contemplated investments of the Company in ProjectsCompany; 3.7 from time (m) assisting in preparation of reports and other documents necessary to time, satisfy the reporting and other requirements of any governmental bodies or at any time reasonably requested by agencies and to maintain effective communications with stockholders of the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement;Company; and 3.8 do (n) doing all things necessary to assure ensure its ability to render the services described in this Agreement; 3.9 deliver to contemplated herein, including providing office space and maintain on behalf office furnishings and personnel necessary for the performance of the Company copies of foregoing services as Advisor, all appraisals obtained in connection with the investments in Projects; andat its own expense, except as otherwise expressly provided for herein.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 (a) serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 (e) subject to the provisions of Section 3.5 Paragraphs 3(g) and Section 4 hereof, (i) locate, analyze and select potential investment transactions; investments in Properties, Mortgage Loans and potential lessees of Secured Equipment Leases, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties, Mortgage Loans will be made and Secured Equipment Leases will be offered by the Company; and (iii) provide necessary assistance to the Officers make investments in Properties, Mortgage Loans and enter into Secured Equipment Leases on behalf of the Company in connection compliance with completion of transactions approved by the Board of Directors investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Property, Mortgage Loans and Secured Equipment Leases; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property; 3.4 (f) provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Properties, Mortgage Loans and prospective lessees or borrowers of Secured Equipment Leases; 3.5 (g) obtain the prior approval of the Board of Directors (including a majority of the all Independent Directors) for any and all investment transactionsinvestments in Properties, Mortgage Loans, and in connection with the offering of Secured Equipment Leases; 3.6 (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsProperties, Mortgage Loans, and/or Secured Equipment Leases; 3.7 (j) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (k) provide the Company with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (m) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties, Mortgage Loans; (n) notify the Board of all proposed material transactions before they are completed; andand (o) administer the Secured Equipment Lease program on behalf of the Company.

DUTIES OF THE ADVISOR. (a) The Company hereby employs the Advisor undertakes to use its best efforts to present act as the investment adviser to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with manage the investment objectives and policies reinvestment of the Company as determined and adopted from time to time by assets of the Board of Directors. In performance of this undertakingCompany, subject to the supervision of the Board of Directors of the Company, for the period and consistent upon the terms herein set forth, (i) in accordance with the Articles investment objective, policies and restrictions applicable to the Company as set forth in the Company’s Post-Effective Amendment No. 9 to its Registration Statement on Form N-2, dated July 1, 2014 (File No. 333-178516), which was declared effective July 2, 2014 (the “Registration Statement”), as amended from time to time; (ii) during the term of Incorporation this Agreement in accordance with all other applicable federal and Bylaws state laws, rules and regulations, and the Company’s charter and bylaws; and (iii) for so long as the Company elects to be regulated as a BDC under the Investment Company Act, the Advisor will manage the assets of the Company in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Advisor shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 serve as the Company's investment nature and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 consult with the officers and Board of Directors timing of the Company changes therein and assist the Board manner of Directors in the formulation and implementation of the Company's investment objectives and policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company; 3.3 subject to the provisions of Section 3.5 and Section 4 hereof, (i) locate, analyze and select potential investment transactionsimplementing such changes; (ii) structure identify, evaluate and negotiate the terms and conditions structure of transactions pursuant to which the investments will be made by the Company; and (iii) provide necessary assistance to close and monitor the Officers of Company’s investments; (iv) determine the securities and other assets that the Company in connection with completion of transactions approved by the Board of Directors of the Company; 3.4 will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Board of Directors Company with periodic reports regarding prospective such other investment transactions; 3.5 obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any advisory, research and all investment transactions; 3.6 obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of related services as the Company in Projects; 3.7 may, from time to time, reasonably require for the investment of its funds. The Advisor shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or at any time reasonably requested by sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Advisor will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Company’s Board of Directors, . If it is necessary for the Advisor to make reports to the Board investments on behalf of Directors of its performance of services to the Company through a special purpose vehicle, the Advisor shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act for so long as the Company elects to be regulated as a BDC under this Agreement;the Investment Company Act). 3.8 do all things necessary to assure its ability (b) The Advisor hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Advisor is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Advisor”) pursuant to which the Advisor may obtain the services of the Sub-Advisor(s) to assist the Advisor in this Agreement; 3.9 deliver fulfilling its responsibilities hereunder. Specifically, the Advisor may retain a Sub-Advisor to recommend specific securities or other investments based upon the Company’s investment objective and maintain policies, and work, along with the Advisor, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Advisor and the Company. The Company copies of all appraisals obtained shall be responsible for any compensation payable to any Sub-Advisor. For so long as the Company elects to be regulated as a BDC under the Investment Company Act, any sub-advisory agreement entered into by the Advisor shall be in connection accordance with the investments requirements of the Investment Company Act and other applicable federal and state law. (d) The Advisor shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in Projects; andany way or otherwise be deemed an agent of the Company. (e) For so long as the Company elects to be regulated as a BDC under the Investment Company Act, the Advisor shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records with respect to the Company’s portfolio transactions and shall render to the Company’s Board of Directors such periodic and special reports as the Board may reasonably request. The Advisor agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Advisor may retain a copy of such records.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 (a) serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 (e) subject to the provisions of Section 3.5 Sections 3(g) and Section 4 hereof, (i) locate, analyze and select potential investment transactionsinvestments in Property and Loans; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties and Loans will be made made, purchased or acquired by the Company; and (iii) provide necessary assistance to the Officers make investments in Property on behalf of the Company in connection compliance with completion of transactions approved by the Board of Directors investment objectives and policies of the Company; (iv) arrange for financing, and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of or otherwise deal with the investments in Property and Loans; and (v) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; 3.4 (f) provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Properties and Loans; 3.5 (g) obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any and all investment transactionsinvestments in Property which do not meet all of the requirements set forth in Section 4(b) hereof and obtain the prior approval of the Independent Directors for all investments in Loans; 3.6 (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsProperty and/or Loans; 3.7 (j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Company Property and/or Loans, including, but not limited to; (i) the negotiation, making and servicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans; (k) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (l) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company; (m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company's business and operations; (n) provide the Company with such accounting data and any other information so requested concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (o) maintain the books and records of the Company; (p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans; (q) provide the Company with all necessary cash management services; (r) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (s) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances; (t) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties and Loans; and (u) notify the Board of all proposed transactions before they are completed. Advisor will provide those services described in subparagraphs (e), (f), (g), (h), (j), (t) and (u) to the extent that such services are not provided by W. P. ▇▇▇▇▇ & Co. LLC pursuant to that certain Acquisition Services Agreement dated the date hereof, as such Agreement may be extended or amended from time to time.

DUTIES OF THE ADVISOR. (a) The Company hereby retains the Advisor undertakes to use its best efforts to present act as the investment Advisor to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with manage the investment objectives and policies reinvestment of the Company as determined and adopted from time to time by assets of the Board of Directors. In performance of this undertakingCompany, subject to the supervision of the Board of Directors of the Company (the “Board”), for the period and consistent upon the terms herein set forth, (i) in accordance with the Articles investment objective, policies and restrictions that are set forth in the Company’s registration statement on Form N-2 (File No. 333-172946) (the “Registration Statement”) initially filed on March 18, 2011 (as the same shall be amended from time to time); and (ii) in accordance with all other applicable federal and state laws, rules and regulations, and the Company’s charter and by-laws as the same shall be amended from time to time. Without limiting the generality of Incorporation the foregoing, the Advisor shall, during the term and Bylaws subject to the provisions of this Agreement, (u) determine the composition of the portfolio of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 serve as the Company's investment nature and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 consult with the officers and Board of Directors timing of the Company changes therein and assist the Board manner of Directors in the formulation and implementation of the Company's investment objectives and policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company; 3.3 subject to the provisions of Section 3.5 and Section 4 hereof, (i) locate, analyze and select potential investment transactionsimplementing such changes; (iiv) structure identify, evaluate and negotiate the terms and conditions structure of transactions pursuant to which the investments will be made by the Company; (w); perform due diligence on prospective portfolio companies; (x) determine the securities and other assets that the Company will purchase, retain, or sell; (y) close and monitor the Company’s investments and (iiiz) provide necessary assistance to the Officers of the Company in connection with completion of transactions approved by the Board of Directors of the Company; 3.4 provide the Board of Directors with periodic reports regarding prospective such other investment transactions; 3.5 obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any advisory, research and all investment transactions; 3.6 obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of related services as the Company in Projects; 3.7 may, from time to time, or at any time reasonably requested by require for the Board investment of Directors, make reports its funds. Subject to the Board supervision of Directors the Board, the Advisor shall have the power and authority on behalf of the Company to effectuate its performance investment decisions for the Company, including the execution and delivery of services all documents relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the Company. In the event that the Company under this Agreement;determines to acquire debt financing, the Advisor will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Board. If it is necessary for the Advisor to make investments on behalf of the Company through a special purpose vehicle, the Advisor shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the Investment Company Act). 3.8 do all things necessary to assure its ability (b) The Advisor hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Advisor shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in this Agreement;any way or otherwise be deemed an agent of the Company. 3.9 deliver (d) The Advisor shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain on behalf all books and records in accordance with Section 31(a) of the Investment Company Act with respect to the Company’s portfolio transactions and shall render to the Board such periodic and special reports as the Board may reasonably request. The Advisor agrees that all records that it maintains for the Company are the property of the Company copies and will surrender promptly to the Company any such records upon the Company’s request, provided that the Advisor may retain a copy of all appraisals obtained in connection with the investments in Projects; andsuch records.

DUTIES OF THE ADVISOR. The Advisor shall be deemed to be in a fiduciary relationship to the Company and its Stockholders. Subject to Section 2.08, the Advisor undertakes to use its best commercially reasonable efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of DirectorsBoard. In performance of this undertakingperforming its duties, subject to the supervision of the Board of Directors and consistent with the provisions of the Company’s most recent public filings, the Articles of Incorporation and Bylaws of the CompanyBylaws, the Advisor shall, either directly or by 70361623v6 engaging an Affiliatea duly qualified and licensed Affiliate of the Advisor or other duly qualified and licensed Person: 3.1 serve as (a) provide the Company's investment and financial advisor and provide Company with research and economic and statistical data in connection with the Company's assets Assets and investment policiespolicies of the Company; 3.2 (b) manage the Company’s day-to-day operations and perform and supervise the various administrative functions reasonably necessary for the management and operations of the Company; (c) maintain and preserve the books and records of the Company, including stock books and records reflecting a record of the Stockholders and their ownership of the Company’s Shares; (d) investigate, select, and, on behalf of the Company, engage and conduct business with the duly qualified and licensed Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including duly qualified and licensed consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, property management companies, transfer agents and any and all agents for any of the foregoing, including duly qualified and licensed Affiliates of the Advisor, and duly qualified and licensed Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (e) consult with the officers and Board of Directors of the Company and the Board and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and ’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 (f) subject to the provisions of Section 3.5 Sections 2.02(h) and Section 4 2.03 hereof, (i) locate, analyze and select potential investment transactionsinvestments in Assets; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Assets will be made by made; (iii) make investments in Assets on behalf of the Company or the Operating Partnership in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Assets; and (iiiv) provide necessary assistance enter into leases of Property and service contracts for Assets with duly qualified and licensed Persons and, to the Officers extent necessary, perform all other operational functions for the maintenance and administration of the Company in connection with completion Assets, including the servicing of transactions approved by the Board of Directors of the CompanyMortgages; 3.4 (g) provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Assets; 3.5 (h) obtain the prior approval of the Board of Directors (including a majority of the all Independent Directors) for any and all investment transactionsinvestments in Assets; 3.6 (i) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, negotiate on behalf of the Company with investment banking firms and broker-dealers, and negotiate private sales of Shares and other securities of the Company or obtain loans for the Company, as and when appropriate, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (j) obtain reports (which may be prepared by or for the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsAssets; 3.7 (k) from time to time, or at any time reasonably requested by the Board of DirectorsBoard, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 do (l) assist the Company in arranging for all things necessary to assure its ability to render the services described in this Agreementcash management services; 3.9 (m) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsAssets; (n) upon request of the Company, act, or obtain the services of other duly qualified and licensed Persons to act, as attorney-in-fact or agent of the Company in making, acquiring and disposing of Assets, disbursing and collecting funds on behalf of the Company, paying the debts and fulfilling the obligations of the Company and retaining counsel or other advisors to assist in handling, prosecuting and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens and security interests comprising any of the Assets; (o) supervise the preparation and filing and distribution of returns and reports to governmental agencies and to Stockholders and other investors and act on behalf of the Company; (p) provide office space, equipment and personnel as required for the performance of the foregoing services as Advisor; (q) assist the Company in preparing all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies; and (r) do all things necessary to assure its ability to render the services described in this Agreement. 70361623v6

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of DirectorsTrust Managers. In performance of this undertaking, subject to the supervision of the Board of Directors Trust Managers and consistent with the Articles provisions of Incorporation the Prospectus, Declaration of Trust and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 (a) serve as the Company's ’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's ’s assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the services herein, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors Trust Managers of the Company and assist the Board of Directors Trust Managers in the formulation and implementation of the Company's investment objectives and ’s financial policies, and, as necessary, furnish the Board of Directors Trust Managers with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 ; subject to the provisions of Section 3.5 Paragraphs 3(g) and Section 4 hereof, (i) locate, analyze and select potential investment transactions; investments in Properties and other Permitted Investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties and other Permitted Investments; (iii) make investments will be made by in Properties and other Permitted Investments in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties and other Permitted Investments; and (iiiv) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property; (e) provide necessary assistance to the Officers of the Company in connection with completion of transactions approved by the Board of Directors of the Company; 3.4 provide the Board of Directors Trust Managers with periodic reports regarding prospective investment transactionsinvestments in Properties and other Permitted Investments; 3.5 (f) obtain the prior approval of the Board of Directors Trust Managers (including a majority of the all Independent DirectorsTrust Managers) for any and all investment transactionsinvestments in Properties and other Permitted Investments; 3.6 (g) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (h) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsCompany; 3.7 (i) from time to time, or at any time reasonably requested by the Board of DirectorsTrust Managers, make reports to the Board of Directors Trust Managers of its performance of services to the Company under this Agreement; 3.8 (j) provide the Company with all necessary cash management services; (k) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (l) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties and other Permitted Investments; and (m) notify the Board of all proposed material transactions before they are completed.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company; 3.3 (a) subject to the provisions of Section 3.5 and Section Paragraph 4 hereof, (i) locate, analyze and select potential investment transactionsinvestments in Property and Loans; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties and Loans will be made made, purchased or acquired by the Company; and (iiiii) provide necessary assistance to the Officers make investments in Property on behalf of the Company in connection compliance with completion of transactions approved by the Board of Directors investment objectives and policies of the Company; (iv) arrange for financing, and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of or otherwise deal with the investments in Property and Loans; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Property; 3.4 (b) provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Properties and Loans; 3.5 (c) obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any and all investment transactionsinvestments in Property which do not meet all of the requirements set forth in Paragraphs 4(b) below and obtain the prior approval of the Independent Directors for all investments in Loans; 3.6 (d) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain reports (which may loans for the Company, but in no event in such a way so that the Advisor shall be prepared acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor or its Affiliates), where appropriate, concerning in connection with the value of investments or contemplated investments foregoing shall be the responsibility of the Company in ProjectsCompany; 3.7 from time to time(e) obtain for, or at any time reasonably requested by the Board of Directorsprovide to, make reports to the Board of Directors of its performance of services to the Company under this Agreementsuch services as may be required in acquiring, managing and disposing of Company Property and/or Loans, including, but not limited to; (i) the negotiation, making and servicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans; 3.8 (f) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (g) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperty and Loans; and (h) notify the Board of all proposed acquisitions before they are completed.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an a Permitted Affiliate: 3.1 (a) serve as the Company's ’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's ’s assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and ’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 (e) subject to the provisions of Section 3.5 Paragraphs 3(g) and Section 4 hereof, (i) locate, analyze and select potential investment transactions; investments in Properties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties will be made by the Companymade; and (iii) provide necessary assistance to the Officers make investments in Properties on behalf of the Company in connection compliance with completion of transactions approved by the Board of Directors investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Property; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property; 3.4 (f) provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Properties; 3.5 (g) obtain the prior approval of the Board of Directors (including a majority of the all Independent Directors) for any and all investment transactionsinvestments in Properties; 3.6 (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsProperties; 3.7 (j) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (k) provide the Company with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (m) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties; and (n) notify the Board of all proposed material transactions before they are completed.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 (a) serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the services herein, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 (e) subject to the provisions of Section 3.5 Paragraphs 3(g) and Section 4 hereof, (i) locate, analyze and select potential investment transactions; investments in Properties, Mortgage Loans, potential lessees of Secured Equipment Leases [and other investments], (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties, Mortgage Loans and [other investments] will be made and Secured Equipment Leases will be offered by the Company; and (iii) provide necessary assistance to the Officers make investments in Properties, Mortgage Loans [and other investments] and enter into Secured Equipment Leases on behalf of the Company in connection compliance with completion of transactions approved by the Board of Directors investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties, Mortgage Loans, Secured Equipment Leases [and other investments]; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property; 3.4 (f) provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments and prospective lessees or borrowers of Secured Equipment Leases; 3.5 (g) obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any and all investment transactionsinvestments in Properties, Mortgage Loans and other investments and in connection with the offering of Secured Equipment Leases (the vote of a majority of all Independent Directors must also be obtained with respect to Mortgage Loans and Secured Equipment Leases); 3.6 (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsCompany; 3.7 (j) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (k) provide the Company with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (m) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties and Mortgage Loans; (n) notify the Board of all proposed material transactions before they are completed; and (o) administer the Secured Equipment Lease program on behalf of the Company.

DUTIES OF THE ADVISOR. The Subject to the supervision of the Board of Directors, the Advisor undertakes will be responsible for the day-to-day operations of the Company and, subject to use Section 17 hereof, shall provide such services and activities relating to the assets, operations and business plan of the Company as may be appropriate, including: (a) preparing and submitting an annual budget and business plan for approval by the Board of the Company (the "Business Plan"); (b) using its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment policies and objectives and policies of the Company as determined set forth in the Business Plan; (c) using its best efforts to present to the Company investment opportunities consistent with the Business Plan and adopted such investment program as the Directors may adopt from time to time by time; (d) furnishing or obtaining and supervising the Board of Directors. In performance of this undertaking, subject to the supervision ministerial functions in connection with the administration of the Board of Directors and consistent with the Articles of Incorporation and Bylaws day-to-day operations of the Company, Company including the Advisor shall, either directly or by engaging an Affiliate:investment of reserve funds and surplus cash in short-term money market investments; 3.1 serve (e) serving as the Company's investment and financial advisor and provide research and economic providing research, economic, and statistical data in connection with the Company's assets investments and investment and financial policies; 3.2 consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation (f) on behalf of the Company, investigating, selecting and conducting relations with borrowers, lenders, mortgagors, brokers, investors, builders, developers and others; provided however, that the Advisor shall not retain on the Company's investment objectives behalf any consultants or third party professionals, other than legal counsel, without prior Board approval; (g) consulting with the Directors and policies, and, as necessary, furnish furnishing the Board of Directors with advice and recommendations with respect to the making making, acquiring (by purchase, investment, exchange or otherwise), holding and disposition (through sale, exchange, or otherwise) of investments consistent with the investment objectives and policies Business Plan of the Company; 3.3 subject to (h) obtaining for the provisions Directors such services as may be required in acquiring and disposing of Section 3.5 investments, disbursing and Section 4 hereofcollecting the funds of the Company, paying the debts and fulfilling the obligations of the Company, and handling, prosecuting, and settling any claims of the Company, including foreclosing and otherwise enforcing mortgage and other liens securing investments; (i) locateobtaining for and at the expense of the Company such services as may be required for property management, analyze loan disbursements, and select potential investment transactions; (ii) structure and negotiate other activities relating to the terms and conditions investments of transactions pursuant the Company, provided, however, the compensation for such services shall be agreed to which investments will be made by the Company; Company and the service provider; (iiij) provide necessary assistance to the Officers of advising the Company in connection with completion public or private sales of transactions approved by the Board of Directors shares or other securities of the Company, or loans to the Company, but in no event in such a way that the Advisor could be deemed to be acting as a broker dealer or underwriter; 3.4 provide (k) quarterly and at any time requested by the Board Directors, making reports to the Directors regarding the Company's performance to date in relation to the Company's approved Business Plan and its various components, as well as the Advisor's performance of Directors with periodic reports regarding prospective investment transactionsthe foregoing services; 3.5 obtain the prior approval of the Board of Directors (including a majority of the Independent Directorsl) for any and all investment transactions; 3.6 obtain reports (which may be prepared by the Advisor making or its Affiliates)providing appraisal reports, where appropriate, concerning the value of on investments or contemplated investments of the Company in ProjectsCompany; 3.7 from time (m) assisting in preparation of reports and other documents necessary to time, satisfy the reporting and other requirements of any governmental bodies or at any time reasonably requested by agencies and to maintain effective communications with stockholders of the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement;Company; and 3.8 do (n) doing all things necessary to assure ensure its ability to render the services described in this Agreement; 3.9 deliver to contemplated herein, including providing office space and maintain on behalf office furnishings and personnel necessary for the performance of the Company copies of foregoing services as Advisor, all appraisals obtained in connection with the investments in Projects; andat its own expense, except as otherwise expressly provided for herein.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 a. serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 b. provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; c. investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; d. consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 e. subject to the provisions of Section 3.5 Paragraphs 3(g) and Section 4 hereof, (i) locate, analyze and select potential investment transactions; investments in Properties, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties will be made by the Companymade; and (iii) provide necessary assistance to the Officers make investments in Properties on behalf of the Company in connection compliance with completion of transactions approved by the Board of Directors investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Property; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property; 3.4 f. provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Properties; 3.5 g. obtain the prior approval of the Board of Directors (including a majority of the all Independent Directors) for any and all investment transactionsinvestments in Properties; 3.6 h. negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; i. obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsProperties; 3.7 j. from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 k. provide the Company with all necessary cash management services; l. do all things necessary to assure its ability to render the services described in this Agreement; 3.9 m. deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties; andand n. notify the Board of all proposed material transactions before they are completed.

DUTIES OF THE ADVISOR. (a) The Company hereby employs the Advisor undertakes to use its best efforts to present act as the investment adviser to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with manage the investment objectives and policies reinvestment of the Company as determined and adopted from time to time by assets of the Board of Directors. In performance of this undertakingCompany, subject to the supervision of the Board of Directors of the Company, for the period and consistent upon the terms herein set forth, (i) in accordance with the Articles investment objective, policies and restrictions applicable to the Company as set forth in the Company’s Registration Statement on Form N-2 dated March 19, 2010 (the “Registration Statement”), as amended from time to time; (ii) during the term of Incorporation this Agreement in accordance with all other applicable federal and Bylaws state laws, rules and regulations, and the Company’s charter and bylaws; and (iii) if the Company elects to be regulated as a BDC, the Advisor will manage the assets of the Company in accordance with the Investment Company Act. Without limiting the generality of the foregoing, the Advisor shall, during the term and subject to the provisions of this Agreement, (i) determine the composition of the portfolio of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 serve as the Company's investment nature and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 consult with the officers and Board of Directors timing of the Company changes therein and assist the Board manner of Directors in the formulation and implementation of the Company's investment objectives and policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company; 3.3 subject to the provisions of Section 3.5 and Section 4 hereof, (i) locate, analyze and select potential investment transactionsimplementing such changes; (ii) structure identify, evaluate and negotiate the terms and conditions structure of transactions pursuant to which the investments will be made by the Company; and (iii) provide necessary assistance to close and monitor the Officers of Company’s investments; (iv) determine the securities and other assets that the Company in connection with completion of transactions approved by the Board of Directors of the Company; 3.4 will purchase, retain, or sell; (v) perform due diligence on prospective portfolio companies; and (vi) provide the Board of Directors Company with periodic reports regarding prospective such other investment transactions; 3.5 obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any advisory, research and all investment transactions; 3.6 obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of related services as the Company in Projects; 3.7 may, from time to time, reasonably require for the investment of its funds. The Advisor shall have the power and authority on behalf of the Company to effectuate its investment decisions for the Company, including the execution and delivery of all documents relating to the Company’s investments and the placing of orders for other purchase or at any time reasonably requested by sale transactions on behalf of the Company. In the event that the Company determines to acquire debt financing, the Advisor will arrange for such financing on the Company’s behalf, subject to the oversight and approval of the Company’s Board of Directors. If it is necessary for the Advisor to make investments on behalf of the Company through a special purpose vehicle, the Advisor shall have authority to create or arrange for the creation of such special purpose vehicle and to make reports such investments through such special purpose vehicle (in accordance with the Investment Company Act to the Board of Directors of its performance of services to extent that the Company elects to be treated as a BDC under this Agreement;the Investment Company Act). 3.8 do all things necessary to assure its ability (b) The Advisor hereby accepts such employment and agrees during the term hereof to render the services described herein for the compensation provided herein. (c) The Advisor is hereby authorized to enter into one or more sub-advisory agreements with other investment advisers (each, a “Sub-Advisor”) pursuant to which the Advisor may obtain the services of the Sub-Advisor(s) to assist the Advisor in this Agreement; 3.9 deliver fulfilling its responsibilities hereunder. Specifically, the Advisor may retain a Sub-Advisor to recommend specific securities or other investments based upon the Company’s investment objective and maintain policies, and work, along with the Advisor, in structuring, negotiating, arranging or effecting the acquisition or disposition of such investments and monitoring investments on behalf of the Company, subject to the oversight of the Advisor and the Company. The Company copies of all appraisals obtained shall be responsible for any compensation payable to any Sub-Advisor. If the Company elects to be regulated as a BDC under the Investment Company Act, any sub-advisory agreement entered into by the Advisor shall be in connection accordance with the investments requirements of the Investment Company Act and other applicable federal and state law. (d) The Advisor shall for all purposes herein provided be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Company in Projects; andany way or otherwise be deemed an agent of the Company. (e) If the Company elects to be regulated as a BDC under the Investment Company Act, the Advisor shall keep and preserve for the period required by the Investment Company Act any books and records relevant to the provision of its investment advisory services to the Company and shall specifically maintain all books and records with respect to the Company’s portfolio transactions and shall render to the Company’s Board of Directors such periodic and special reports as the Board may reasonably request. The Advisor agrees that all records that it maintains for the Company are the property of the Company and will surrender promptly to the Company any such records upon the Company’s request, provided that the Advisor may retain a copy of such records.

DUTIES OF THE ADVISOR. The Advisor undertakes shall consult with the Board of Directors and the officers of the Company and shall, at the request of the Board of Directors and/or the officers of the Company, furnish advice and recommendations with respect to use all aspects of the business and affairs of the Company. Subject to the control and discretion and at the request of the Board of Directors, the Advisor shall: a) administer the day-to-day operations and affairs of the Company, including without limitation the performance or supervision of the functions described in this Section 2; b) monitor the credit quality of the real estate mortgage assets held by the Company; c) advise the Company with respect to the acquisition, management, financing and disposition of the Company's real estate mortgage assets; d) represent the Company in its best efforts day-to-day dealings with Persons with whom the Company interacts, including without limitation stockholders of the Company, the transfer agent of the Company, consultants, accountants, attorneys, servicers of the Company's mortgage loans, custodians, insurers and banks; e) establish and provide necessary services for the Company, including executive, administrative, accounting, stockholder relations, secretarial, recordkeeping, copying, telephone, mailing and distribution facilities; f) provide the Company with office space, conference room facilities, office equipment and personnel necessary for the services to present be performed by the Advisor hereunder; g) arrange, schedule and coordinate the regular and special meetings of the Board of Directors required for the conduct of the affairs of the Company or for timely action on any matters the Company is required to act upon and implement all decisions of the Board of Directors, unless otherwise instructed, with regard to the Company potential and its assets; h) maintain communications and relations with the stockholders of the Company, including, but not limited to, responding to inquiries, proxy solicitations, providing reports to stockholders and arranging and coordinating all meetings of stockholders; i) arrange for the investment opportunities and management of any short-term investments of the Company; j) arrange for the services of third parties to collect and distribute funds of the Company and to provide a continuing perform such functions as the Board of Directors shall from time to time require; k) monitor and suitable investment program consistent with supervise the investment objectives performance of all parties who have contracts to perform services for the Company, provided that the Advisor shall have no duty to assume the obligations or guarantee the performance of such parties under such contracts; l) establish and policies maintain such bank accounts in the name of the Company as determined may be required by the Company and adopted approved by the Board of Directors and ensure that all funds collected by the Advisor in the name or on behalf of the Company shall be held in trust and shall not be commingled with the Advisor's own funds or accounts; m) make payment on behalf of the Company of all Operating Expenses; n) arrange for the execution and delivery of such documents and instruments by the officers of the Company as may be required in order to perform the functions herein described and to take any other required action contemplated by the terms of this Agreement; o) arrange for insurance for the Company, including liability insurance, errors and omissions policies and officers and directors policies, which shall cover and insure the Company, members of the Board of Directors and the officers of the Company in amounts and with deductibles and insurers approved by the Board of Directors; p) maintain proper books and records of the Company's affairs and furnish or cause to be furnished to the Board of Directors such periodic reports and accounting information as may be required from time to time by the Board of Directors. In performance , including, but not limited to, quarterly reports of this undertakingall income, subject expenses and distributions of the Company; q) consult and work with legal counsel for the Company in implementing Company decisions and undertaking measures consistent with all pertinent Federal, state and local laws and rules or regulations of governmental or quasi- governmental agencies, including, but not limited to, Federal and state securities laws, the Code, as it relates to the supervision Company's qualification as a REIT, and the regulations promulgated under each of the foregoing; r) consult and work with accountants for the Company in connection with the preparation of financial statements, annual reports and tax returns; s) arrange for an annual audit of the books and records of the Company by the accounting firm designated for such purposes by the Board of Directors; t) prepare and distribute in consultation with the accountants for the Company, annual reports to stockholders which will contain audited financial statements; u) furnish reports to the Board of Directors and consistent with the Articles of Incorporation and Bylaws of the Companyprovide research, the Advisor shall, either directly or by engaging an Affiliate: 3.1 serve as the Company's investment and financial advisor and provide research and economic economical and statistical data in connection with the Company's assets and investment policies;investments; and 3.2 consult with v) as reasonably requested by the officers and Board Company, make reports to the Company of Directors its performance of the Company foregoing services and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to other aspects of the making of investments consistent with the investment objectives and policies business of the Company; 3.3 subject to the provisions of Section 3.5 and Section 4 hereof, (i) locate, analyze and select potential investment transactions; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made by the Company; and (iii) provide necessary assistance to the Officers of the Company in connection with completion of transactions approved by the Board of Directors of the Company; 3.4 provide the Board of Directors with periodic reports regarding prospective investment transactions; 3.5 obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any and all investment transactions; 3.6 obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Projects; 3.7 from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 do all things necessary to assure its ability to render the services described in this Agreement; 3.9 deliver to and maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Projects; and.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 (a) serve as the Company's ’s investment and financial advisor and provide research and economic and statistical data in connection with the Company's ’s assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the services herein, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and ’s financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 (e) subject to the provisions of Section 3.5 Paragraphs 3(g) and Section 4 hereof, (i) locate, analyze and select potential investment transactions; investments in Properties and Loans and other Permitted Investments, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investment in Properties and Loans and other Permitted Investments; (iii) make investments will be made by in Properties and Loans and other Permitted Investments in compliance with the investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Properties, Loans and other Permitted Investments; and (iiiv) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property; (f) provide necessary assistance to the Officers of the Company in connection with completion of transactions approved by the Board of Directors of the Company; 3.4 provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Properties, Loans and other Permitted Investments; 3.5 (g) obtain the prior approval of the Board of Directors (including a majority of the all Independent Directors) for any and all investment transactionsinvestments in Properties, Loans and other Permitted Investments; 3.6 (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsCompany; 3.7 (j) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (k) provide the Company with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (m) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties, Loans and other Permitted Investments; and (n) notify the Board of all proposed material transactions before they are completed.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 (a) serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 (e) subject to the provisions of Section 3.5 Sections 3(g) and Section 4 hereof, (i) locate, analyze and select potential investment transactionsinvestments in Property and Loans; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments in Properties and Loans will be made made, purchased or acquired by the Company; and (iii) provide necessary assistance to the Officers make investments in Property on behalf of the Company in connection compliance with completion of transactions approved by the Board of Directors investment objectives and policies of the Company; (iv) arrange for financing, and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of or otherwise deal with the investments in Property and Loans; and (v) enter into leases and service contracts for Properties and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Properties; 3.4 (f) provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Properties and Loans; 3.5 (g) obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any and all investment transactionsinvestments in Property which do not meet all of the requirements set forth in Section 4(b) hereof and obtain the prior approval of the Independent Directors for all investments in Loans; 3.6 (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company, and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsProperty and/or Loans; 3.7 (j) obtain for, or provide to, the Company such services as may be required in acquiring, managing and disposing of Company Property and/or Loans, including, but not limited to; (i) the negotiation, making and servicing of Loans; (ii) the disbursement and collection of Company monies; (iii) the payment of debts of and fulfillment of the obligations of the Company; and (iv) the handling, prosecuting and settling of any claims of or against the Company, including, but not limited to, foreclosing and otherwise enforcing mortgages and other liens securing the Loans; (k) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (l) communicate on behalf of the Company with Shareholders as required to satisfy the reporting and other requirements of any governmental bodies or agencies to Shareholders and third parties and otherwise as requested by the Company; (m) provide or arrange for administrative services and items, legal and other services, office space, office furnishings, personnel and other overhead items necessary and incidental to the Company's business and operations; (n) provide the Company with such accounting data and any other information so requested concerning the investment activities of the Company as shall be required to prepare and to file all periodic financial reports and returns required to be filed with the Securities and Exchange Commission and any other regulatory agency, including annual financial statements; (o) maintain the books and records of the Company; (p) supervise the performance of such ministerial and administrative functions as may be necessary in connection with the daily operations of the Properties and Loans; (q) provide the Company with all necessary cash management services; (r) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (s) perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Advisor shall deem advisable under the particular circumstances; (t) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties and Loans; and (u) notify the Board of all proposed transactions before they are completed.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 (a) serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary or the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 (e) subject to the provisions of Section 3.5 Paragraphs 3(g) and Section 4 hereof, (i) locate, analyze and select potential investment transactions; investments in Properties, Mortgage Loans and potential lessees of Secured Equipment Leases, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties, Mortgage Loans will be made and Secured Equipment Leases will be offered by the Company; and (iii) provide necessary assistance to the Officers make investments in Properties, Mortgage Loans and enter into Secured Equipment Leases on behalf of the Company in connection compliance with completion of transactions approved by the Board of Directors investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Property, Mortgage Loans and Secured Equipment Leases; and (v) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property; 3.4 (f) provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Properties, Mortgage Loans and prospective lessees or borrowers of Secured Equipment Leases; 3.5 (g) obtain the prior approval of the Board of Directors (including a majority of the all Independent Directors) for any and all investment transactionsinvestments in Properties, Mortgage Loans, and in connection with the offering of Secured Equipment Leases; 3.6 (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsProperties, Mortgage Loans, and/or Secured Equipment Leases; 3.7 (j) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (k) provide the Company with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (m) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties, Mortgage Loans; (n) notify the Board of all proposed material transactions before they are completed; and (o) administer the Secured Equipment Lease program on behalf of the Company.

DUTIES OF THE ADVISOR. The Advisor undertakes shall regulary consult with the Board of Directors and the officers of the Company and shall, at their request, furnish advice and recommendations with respect to use its best efforts to present all aspects of the business and affairs of the Company. Furthermore, subject to the Company potential investment opportunities control and discretion of and to instructions to the contrary from the Board of Directors, the Advisor shall perform the following services, without any specific request from the Board of Directors: (a) administer the day-to-day operations and affairs of the Company, including, without limitation, the performance or supervision of the functions described in this Section 2; (b) monitor the credit quality of the real estate mortgage assets held by the Company; (c) advise the Company with respect to the acquisition, management, financing and disposition of the Company’s real estate mortgage assets; (d) represent the Company in its day-to-day dealings with Persons with whom the Company interacts, including, without limitation, stockholders of the Company, the transfer agent of the Company, consultants, accountants, attorneys, servicers of the Company’s mortgage loans, custodians, insurers, banks, governments, government agencies and regulatory bodies; (e) establish and provide a continuing all the necessary services for the Company, including, without limitation, executive, administrative, accounting, stockholder relations, secretarial, recordkeeping, copying, telephone, mailing and suitable investment program consistent distribution facilities; (f) maintain communications and relations with the investment objectives stockholders of the Company, including, but not limited to, responding to inquiries, proxy solicitations, providing reports to stockholders and policies arranging and coordination of all meetings of stockholders; (g) monitor and supervise the performance of all parties who have contracts to perform services for the Company, provided that the Advisor shall have no duty to assume the obligations or guarantee the performance of such parties under such contract; (h) arrange for the execution and delivery of such documents and instruments by the officers of the Company as determined may be required in order to perform the functions herein described and adopted to take other required action contemplated by the terms of this Agreement; (i) maintain proper books and records of the Company’s affairs and furnish or cause to be furnished to the Board of Directors such periodic reports and accounting information as may be required from time to time by the Board of Directors. In performance , including, but not limited to, quarterly reports of this undertakingall income, subject expenses and distributions of the Company; (j) consult and work with legal counsel for the Company in implementing Company decisions and undertaking measures consistent with all pertinent federal, provincial, state and local laws and rules or regulations of governmental or quasi-governmental agencies, including, but not limited to, federal, provincial and state securities laws and tax laws, as it relates to the supervision Company’s qualification as a REIT, and the regulations promulgated under each of the foregoing; (k) consult and work with accountants for the Company in connection with the preparation of financial statements, annual reports and tax returns; (l) prepare and distribute, in consultation with the accountants for the Company, annual reports to stockholders which will contain audited financial statements; (m) furnish reports to the Board of Directors and consistent with the Articles of Incorporation and Bylaws of the Companyprovide research, the Advisor shall, either directly or by engaging an Affiliate: 3.1 serve as the Company's investment and financial advisor and provide research and economic economical and statistical data in connection with the Company's assets and investment policies;’s investments; and 3.2 consult with (n) as reasonably requested by the officers and Board Company, make reports to the Company of Directors its performance of the Company foregoing services and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to other aspects of the making of investments consistent with the investment objectives and policies business of the Company; 3.3 subject . For greater certainty, this Agreement does not provide the Advisor with the authority to modify or conclude contracts in the provisions of Section 3.5 and Section 4 hereof, (i) locate, analyze and select potential investment transactions; (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments will be made by the Company; and (iii) provide necessary assistance to the Officers of the Company in connection with completion of transactions approved by the Board of Directors name of the Company; 3.4 provide the Board of Directors with periodic reports regarding prospective investment transactions; 3.5 obtain the prior approval of the Board of Directors (including a majority of the Independent Directors) for any and all investment transactions; 3.6 obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in Projects; 3.7 from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 do all things necessary to assure its ability to render the services described in this Agreement; 3.9 deliver to and maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in Projects; and.

DUTIES OF THE ADVISOR. The Advisor undertakes to use its best efforts to present to the Company potential investment opportunities and to provide a continuing and suitable investment program consistent with the investment objectives and policies of the Company as determined and adopted from time to time by the Board of Directors. In performance of this undertaking, subject to the supervision of the Board of Directors and consistent with the provisions of the Registration Statement, Articles of Incorporation and Bylaws of the Company, the Advisor shall, either directly or by engaging an Affiliate: 3.1 (a) serve as the Company's investment and financial advisor and provide research and economic and statistical data in connection with the Company's assets and investment policies; 3.2 (b) provide the daily management of the Company and perform and supervise the various administrative functions reasonably necessary for the management of the Company; (c) investigate, select, and, on behalf of the Company, engage and conduct business with such Persons as the Advisor deems necessary to the proper performance of its obligations hereunder, including but not limited to consultants, accountants, correspondents, lenders, technical advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, property owners, mortgagors, and any and all agents for any of the foregoing, including Affiliates of the Advisor, and Persons acting in any other capacity deemed by the Advisor necessary or desirable for the performance of any of the foregoing services, including but not limited to entering into contracts in the name of the Company with any of the foregoing; (d) consult with the officers and Board of Directors of the Company and assist the Board of Directors in the formulation and implementation of the Company's investment objectives and financial policies, and, as necessary, furnish the Board of Directors with advice and recommendations with respect to the making of investments consistent with the investment objectives and policies of the Company and in connection with any borrowings proposed to be undertaken by the Company; 3.3 (e) subject to the provisions of Section 3.5 Paragraphs 3(g) and Section 4 hereof, (i) locate, analyze and select potential investment transactions; investments in Properties, Mortgage Loans and potential lessees of Secured Equipment Leases, (ii) structure and negotiate the terms and conditions of transactions pursuant to which investments investment in Properties, Mortgage Loans will be made and Secured Equipment Leases will be offered by the Company; and (iii) provide necessary assistance to the Officers make investments in Properties, Mortgage Loans and enter into Secured Equipment Leases on behalf of the Company in connection compliance with completion of transactions approved by the Board of Directors investment objectives and policies of the Company; (iv) arrange for financing and refinancing and make other changes in the asset or capital structure of, and dispose of, reinvest the proceeds from the sale of, or otherwise deal with the investments in, Property, Mortgage Loans and Secured Equipment Leases; (v) evaluate various options in connection with the securitization of Mortgage Loans and investing in a securitization vehicle; and (vi) enter into leases and service contracts for Company Property and, to the extent necessary, perform all other operational functions for the maintenance and administration of such Company Property; 3.4 (f) provide the Board of Directors with periodic reports regarding prospective investment transactionsinvestments in Properties, Mortgage Loans and ive lessees or borrowers of Secured Equipment Leases; 3.5 (g) obtain the prior approval of the Board of Directors (including a majority of the all Independent Directors) for any and all investment transactionsinvestments in Properties, Mortgage Loans, in connection with the offering of Secured Equipment Leases or the securitization of Mortgage Loans; 3.6 (h) negotiate on behalf of the Company with banks or lenders for loans to be made to the Company and negotiate on behalf of the Company with investment banking firms and broker-dealers or negotiate private sales of Shares and Securities or obtain loans for the Company, but in no event in such a way so that the Advisor shall be acting as broker-dealer or underwriter; and provided, further, that any fees and costs payable to third parties incurred by the Advisor in connection with the foregoing shall be the responsibility of the Company; (i) obtain reports (which may be prepared by the Advisor or its Affiliates), where appropriate, concerning the value of investments or contemplated investments of the Company in ProjectsProperties, Mortgage Loans, and/or Secured Equipment Leases; 3.7 (j) from time to time, or at any time reasonably requested by the Board of Directors, make reports to the Board of Directors of its performance of services to the Company under this Agreement; 3.8 (k) provide the Company with all necessary cash management services; (l) do all things necessary to assure its ability to render the services described in this Agreement; 3.9 (m) deliver to and or maintain on behalf of the Company copies of all appraisals obtained in connection with the investments in ProjectsProperties, Mortgage Loans; (n) notify the Board of all proposed material transactions before they are completed; and (o) administer the Secured Equipment Lease program on behalf of the Company.