Common use of Purpose and Powers Clause in Contracts

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (a) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Interest and to issue the Supplemental Interests, if any, pursuant to this Agreement; (b) with the proceeds of the sale of the Notes, to acquire the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement; (c) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (f) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders of the Transferor Interest. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. (a) The purpose Trust and each Series shall not engage in any activities except those listed in this Section 2.3. Each of the Trust is and each Series will act as a passive investor of the Trust Property for the principal purpose of holding, segregating and maintaining custody of the Trust Property to engage obtain and facilitate the financing, holding and/or disposition of such Trust Property through one or more financing arrangements or secondary market transactions pursuant to the Transaction Documents. As a passive investor, the primary objectives of the Trust and each Series will be to acquire, own, hold, finance, sell, liquidate and dispose of the Trust Property and to retain other Persons to actively manage, service, operate and/or administer the Trust Property on behalf of the Trust generally, or any Series, as applicable, including without limitation the Administrator hereunder and the Servicer under the Servicing Agreement. Each of the Trust and each Series as a passive investor does not expect or anticipate that it will have, and subject to the terms of this Agreement will seek to operate in a manner to exclude it from having, any contact or communication with any obligor or issuer of the Trust Property or any contact with any tangible real or personal property that secures or constitutes such Trust Property, except through the Servicer or as otherwise required by applicable law. In addition, each of the Trust and each Series will not have any employees and will limit its activities to avoid incurring any liabilities, indebtedness or obligations other than liabilities, indebtedness and obligations related to the Transaction Documents. (b) Subject to the limitations set forth in this Section 2.03. The herein, the purposes for which the Trust generally and each Series are created and established are, and each of the Trust and each Series shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in and the name and Administrator or the Trustee each acting singly on behalf of the TrustTrust generally, or any Series, as applicable, shall have the power and authority, and is hereby authorized and empowered, all without the need for further action on the part of any Person: (i) to do or cause to be done all acts and things necessary, appropriate or convenient to cause establish the Trust to engage in the activities set forth in this Section 2.03 as follows: and (a) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Interest Section 2.6) each Series and to issue the Supplemental Beneficial Interests; (ii) to acquire, if anypurchase, pursuant sell, transfer, convey, dispose of, contribute, hold, own, service, manage, administer and transfer title to this Agreement; any interest in, the Trust Property; (biii) with the proceeds of the sale of the Notesto hold membership interests (or other equity interests) in subsidiaries, to acquire the Trust Estate be and act as a member, partner or stockholder of any subsidiary and to pay Transferor exercise the amounts owed pursuant to Section 2.01 of the Transfer rights and Servicing Agreement; privileges and perform obligations related thereto; (civ) to assignexercise, grantenforce, pledge pursue, realize and mortgage the Collateral pursuant to the Indenture protect any rights, interests, benefits and to hold, manage and distribute to the Holder of the Transferor Interest pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released remedies arising from the lien of, and remitted or relating to the Trust pursuant toProperty, and to collect, distribute and disburse the Indenture; Trust Property for the benefit of the Beneficial Owners; (dv) to enter into, execute, execute and deliver and perform each of the Transaction Documents and perform its respective obligations thereunder; (vi) to which it is acquire, collect, hold, invest (pending distribution), distribute and disburse to be a party; the Persons entitled thereto the proceeds from the Trust Property, including without limitation the remittance of proceeds to and from each Series Distribution Account; and (evii) to engage in those and perform such related, ancillary or incidental activities, including entering into agreements, that are necessary, suitable reasonably appropriate or convenient necessary to accomplish the foregoing or are reasonably incidental thereto or connected therewith; and. (fc) subject The Trust and each Series shall not have power or authority to compliance with the Transaction Documents, to perform any act or engage in such other activities any business whatsoever, except as may be required specified in connection this Section 2.3 and any activity reasonably incidental thereto or appropriate therefor. Neither the Trustee nor the Administrator shall reinvest the proceeds from the Trust Property except (i) for temporary investments pending distributions in accordance with conservation Sections 4.9 and 9.3 or (ii) as directed by the Beneficial Owner. Effective as of the formation date of this Trust, each of the Trustee and the Administrator shall have all rights, powers and authority set forth herein and in the Statutory Trust Act for the sole purpose and to the extent necessary or desirable to accomplish the purposes of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders of the Transferor Interest. The Trust shall not have powergenerally, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardSeries, as applicable, as set forth in this Section 2.3.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have the power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in any of the activities set forth in this Section 2.03 as followsfollowing activities: (a) to execute, deliver and issue the one or more Classes of Notes from time to time pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Ownership Certificate pursuant to this AgreementAgreement and to sell, transfer and exchange such Notes and such Ownership Certificate; (b) with the proceeds of the sale of the NotesNotes and the Ownership Certificate, to acquire pay the organizational, start-up and transactional expenses of the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 balance of the Transfer and Servicing AgreementNet Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest Certificateholder pursuant to the terms of this the Transfer and Servicing Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into, execute, deliver into and perform its obligations under the Transaction Documents Operative Agreements and any Swap Agreement to which it is to be a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (f) subject to compliance with the Transaction DocumentsOperative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Noteholders Certificateholders and distributions the Noteholders. The Trust is hereby authorized to engage in the Holders of the Transferor Interestforegoing activities. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with terms of this Agreement or the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardOperative Agreements.

Purpose and Powers. The purpose of the Trust is to engage in is, and the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in any of the activities set forth in this Section 2.03 as followsfollowing activities: (a) to execute, deliver and issue the one or more Classes of Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Trust Certificates pursuant to this AgreementAgreement and to sell, transfer and exchange such Notes and such Trust Certificates; (b) with the proceeds of the sale of the Notes, to acquire pay the organizational, start-up and transactional expenses of the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 balance of the Transfer and Servicing AgreementNet Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest Certificateholders pursuant to the terms of this the Sale and Servicing Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into, execute, deliver into and perform its obligations under the Transaction Documents Operative Agreements (including the Yield Maintenance Agreements) and any Servicing Agreements to which it is to be a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (f) subject to compliance with the Transaction DocumentsOperative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Noteholders Certificateholders and distributions the Noteholders. The Trust is hereby authorized to engage in the Holders of the Transferor Interestforegoing activities. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with terms of this Agreement or the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardOperative Agreements.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have the power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in any of the activities set forth in this Section 2.03 as followsfollowing activities: (a) to execute, deliver and issue the one or more Classes of Notes from time to time pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Ownership Certificate pursuant to this AgreementAgreement and to sell, transfer and exchange such Notes and such Ownership Certificate; (b) with the proceeds of the sale of the NotesNotes and the Ownership Certificate, to acquire pay the organizational, start-up and transactional expenses of the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 balance of the Transfer and Servicing AgreementNet Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest Certificateholder pursuant to the terms of this the Transfer and Servicing Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into, execute, deliver into and perform its obligations under the Transaction Documents Operative Agreements [and any Cap Agreement to which it is to be a party]; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (f) subject to compliance with the Transaction DocumentsOperative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Noteholders Certificateholders and distributions the Noteholders. The Trust is hereby authorized to engage in the Holders of the Transferor Interestforegoing activities. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with terms of this Agreement or the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardOperative Agreements.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name of and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue the Notes from time to time pursuant to the IndentureIndenture and to execute, to deliver, authenticate, and issue the Transferor Interest and to issue the Supplemental Interests, if any, Certificates pursuant to this AgreementAgreement and, in connection with such execution, delivery or issuance of such Notes and Certificates, to purchase or enter into any futures, forwards, swaps, option contracts, interest rate caps or other financial instruments with similar characteristics, which financial instruments cannot be contrary to the status of the Trust as a qualified special purpose entity under existing accounting literature; (bii) with the proceeds of the sale of the Notes, to acquire the Trust Estate and to pay Assets from the Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement; (ciii) to assign, grant a security interest in, grant, transfer, pledge and mortgage the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of Transferor and the Transferor Interest Owner or the Noteholders pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral Trust Estate released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate Assets and the making of payments to the Noteholders and distributions to the Holders Transferor, which activities shall not be contrary to the status of the Transferor InterestTrust as a qualified special purpose entity. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. (a) The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as followsfollowing activities: (ai) to execute, deliver and issue the Class A-1 Notes, Class A-2 Notes, the Class A-3 Notes and the Class B Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Certificates pursuant to this Agreement; (b) with the proceeds , and to sell $150,000,000 aggregate principal amount of the sale Class A-1 Notes, $75,000,000 aggregate principal amount of Class A-2a Notes, $126,000,000 aggregate principal amount of the Class A-2b Notes, $134,050,000 aggregate principal amount of Class A-3a Notes, $155,000,000 aggregate principal amount of the Class A-3b Notes and $19,798,000 aggregate principal amount of Class B Notes to acquire or upon the Trust Estate and to pay Transferor written order of the amounts owed Depositor pursuant to Section 2.01 of the Transfer Sale and Servicing Agreement and issue the Certificates to or upon the written order of the Depositor pursuant to Section 2.01 of the Sale and Servicing Agreement; (cii) with the proceeds from capital contributions from the Depositor to pay the organizational, start-up and transactional expenses of the Trust and to fund the Reserve Account; (iii) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest Certificateholders pursuant to the terms of the Sale and Servicing Agreement and this Agreement and the Transaction Documents any portion of the Collateral Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; (vi) to enter into and perform its obligations under any interest rate protection agreement or agreements relating to the Notes between the Issuing Entity and one or more Swap Counterparties, including any confirmations, evidencing the transactions thereunder (including the Interest Rate Swap Agreement); and (fvii) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of payments to the Noteholders and distributions to the Holders of Swap Counterparty, the Transferor InterestCertificateholders and the Noteholders. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction terms of this Agreement or the Basic Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. (a) The purpose of the Trust is Issuer is, and the Issuer has the power and authority, to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as followsfollowing activities: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue Indenture (and the Transferor Interest related Indenture Supplement) and to issue the Supplemental Interests, if any, Certificates pursuant to this AgreementAgreement and to sell the Notes and the Certificates upon the written order of the Transferor; (bii) with to pay for, or reimburse the proceeds Transferor for, any organizational, start-up and transactional expenses of the sale of the NotesIssuer, to acquire the Receivables (and other Trust Estate and to pay Transferor the amounts owed Assets) pursuant to Section 2.01 of the Transfer and Servicing Agreement; (ciii) to assign, grant, pledge and mortgage the Collateral Trust Assets pursuant to the Indenture and to hold, manage and distribute to the Holder of Certificateholders or the Transferor Interest Noteholders pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral Trust Assets released from the lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (div) to enter into, execute, deliver into and perform its obligations under the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be are required in connection with conservation of the Trust Estate Assets and the making of payments to the Noteholders and distributions to the Holders Certificateholders. (b) The Issuer may, from time to time, if so directed by the Transferor, as provided in Section 5.08 of the Transfer and Servicing Agreement, enter into a currency Swap Agreement with a Swap Counterparty to swap amounts payable to Certificateholders from U.S. dollars to Japanese yen; provided, that (1) at the time the Issuer enters into the Swap Agreement, the Rating Agency Condition shall be satisfied, and (2) any payments to the Swap Counterparty (including termination payments) are payable only from amounts that are otherwise payable to the Certificateholders. If the Transferor Interestnotifies the Administrator with respect to the Issuer's election to enter into such a Swap Agreement, the Administrator will prepare all necessary and appropriate documentation and take all of the necessary and appropriate actions to cause the Issuer to enter into such a Swap Agreement. The Trust Any payments received by the Issuer from the Swap Counterparty under such a Swap Agreement shall not have power, authority or authorization to, be deposited in the Collection Account and shall not, be paid by the Indenture Trustee directly to or to the order of the Certificateholders on the related Payment Date. (c) The Issuer may not engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. (a) The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as followsfollowing activities: (ai) to execute, deliver and issue the Class A-1 Notes, Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Certificate pursuant to this Agreement; (b) with the proceeds , and to sell $246,100,000 aggregate principal amount of the sale Class A-1 Notes, $250,000,000 aggregate principal amount of Class A-2 Notes, $302,000,000 aggregate principal amount of the Class A-3 Notes, $136,460,000 aggregate principal amount of the Class A-4 Notes, $26,560,000 aggregate principal amount of Class B Notes to acquire or upon the Trust Estate and to pay Transferor written order of the amounts owed Depositor pursuant to Section 2.01 of the Transfer Sale and Servicing Agreement and issue the Certificate with an initial Certificate Balance of $4,835,819 to or upon the written order of the Depositor pursuant to Section 2.01 of the Sale and Servicing Agreement; (cii) with the proceeds from capital contributions from the Depositor to pay the organizational, start-up and transactional expenses of the Trust and to fund the Reserve Account; (iii) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest Certificateholder pursuant to the terms of the Sale and Servicing Agreement and this Agreement and the Transaction Documents any portion of the Collateral Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of payments to the Noteholders and distributions to the Holders of Certificateholder and the Transferor InterestNoteholders. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction terms of this Agreement or the Basic Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: following activities: (a) to execute, deliver and issue perform the Notes pursuant Divestment and Common Stock Sale Agreement, the SPA, the Custody Agreement, and the other Basic Documents to which the IndentureTrust (or the Trustee, to issue the Transferor Interest and to issue the Supplemental Interests, if any, pursuant to this Agreement; (b) with the proceeds on behalf of the sale of the Notes, Trust) is a party; () to acquire the Trust Estate Securities () to purchase, acquire, own, sell, hold, endorse, finance, invest in, transfer, convey, assign, grant, mortgage, pledge, exchange, advance and to pay Transferor the amounts owed collect funds pursuant to Section 2.01 and otherwise deal with and exercise or acquire all rights, powers, privileges and all other incidents of ownership or possession with respect to the Transfer Securities, Eligible Investments and Servicing Agreement; other Trust Assets to the extent permitted by this Agreement or the other Basic Documents; (c) to assign, grant, pledge transfer and mortgage convey the Collateral Trust Assets (including the Eligible Investments purchased by the Trust) pursuant to this Agreement and the Indenture SPA and to hold, manage and distribute to the Holder of Holders and the Transferor Interest SPA Purchasers, pursuant to the terms of this Agreement and the Transaction Documents SPA, any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; Assets; (d) to enter intoauthorize, execute, authenticate, issue, sell and deliver the Certificates; (f) to open, maintain and close bank, money market and other accounts, including the power to draw checks or other orders for the payment of moneys, and to invest such funds temporarily; (g) to open, maintain and close accounts with brokers, and to pay the fees and charges applicable to transactions related thereto; (h) to bring or defend actions and Proceedings at law or in equity or before any Governmental Authority related to the activities of the Trust; (i) to participate, to the extent permitted by Law and otherwise by this Agreement, in the corporate governance of Persons whose obligations or securities or interests therein have been acquired by the Trust; (j) to employ such Persons (including accountants, attorneys, investment advisors, trust administrators or managers and appraisers) or appoint an advisory board or otherwise retain outside consultants as the Trust deems advisable for the conduct of its business, on such terms and for such reasonable compensation as the Trustee may determine; (k) to perform the obligations of the Trust under this Agreement and to enter into and perform its obligations under the Transaction other Basic Documents to which it is to be a party; ; (el) to register and operate itself as a savings and loan holding company under the Home Owners' Loan Act, as amended, (m) to engage in those activities, including entering into agreements, agreements that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fn) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with the conservation of the Trust Estate Assets and the making of payments to the Noteholders and distributions to the Holders of the Transferor Interest. The Trust shall not Holders; (o) to incur, have poweroutstanding or guarantee obligations as provided under this Agreement; and (p) to enter into, authority or authorization tomake and perform all contracts, and shall not, to engage in any activity other than in connection with and to exercise any powers permitted to Delaware business trusts under any Laws of the State of Delaware which are incidental to, or connected with, the foregoing an which are necessary, suitable or other than as required or authorized by convenient to accomplish the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Boardforegoing.

Purpose and Powers. (a) The Venture is organized for the object and purpose of the Trust is to engage investing in the activities set forth Project through the Subsidiary REIT, owning, managing, supervising and disposing of such investment as provided in this Section 2.03. The Trust shall have power Agreement, sharing the profits and authority losses therefrom and is hereby authorized engaging in such activities necessary, incidental or ancillary thereto and empowered, without the need for further action on the part in any other lawful act or activity in furtherance of the Trustforegoing for which limited liability companies may be organized under the Act. Notwithstanding any other provision of this Agreement, the Venture, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and Manager on behalf of the TrustVenture, may execute, deliver and perform such agreements and documents as the Manager determines are necessary or desirable for the formation, organization and continuation of the Venture. Any provision herein regarding the purpose and powers of the Venture and the authorization of actions hereunder may be done through the Subsidiary REIT (and any subsidiary thereof). In furtherance of this purpose, subject to do the limitations and restrictions set forth elsewhere in this Agreement, including, without limitation, Section 6.3 hereof, the Venture shall have all powers necessary, suitable or convenient for the accomplishment of the aforesaid purpose, as principal or agent, including, without limitation, all of the powers that may be exercised by the Manager on behalf of and, except as specifically provided herein, at the expense of, the Venture pursuant to this Agreement or the Act, and further including, without limitation, the following: (i) to organize or cause to be done organized the Subsidiary REIT and any subsidiary thereof and to act as manager of the Subsidiary REIT, and to exercise all acts of the powers, duties, rights and things necessaryresponsibilities associated therewith; (ii) to borrow money, appropriate encumber assets (other than the Capital Commitments of the Members) and otherwise incur recourse and non-recourse indebtedness (including, without limitation, the issuance of guarantees of the payment or convenient performance of obligations by any Person) in connection with or in furtherance of the acquisition or development or the financing or refinancing of the Project; (iii) to cause improve, develop, redevelop, construct, reconstruct, maintain, renovate, rehabilitate, reposition, manage, lease, mortgage and otherwise deal with the Trust assets and/or businesses of the Venture; (iv) to lend money on a secured or unsecured basis and, if applicable, in connection therewith take as collateral a mortgage or pledge of any real or personal property and to extend or modify the terms of any such financing; (v) to alter or restructure the Venture’s investment in the Project at any time during the term of the Venture without any precondition that the Manager make any distributions to the Members in connection therewith; (vi) to make additional investments in the Project subsequent to the Venture’s initial investment in the Project (including, without limitation, additional investments made to finance an acquisition by the Subsidiary REIT or any capital improvements, tenant improvements or other improvements or alterations to any property constituting the Project or otherwise to protect the Venture’s investment in the Project or to provide working capital for the Project); (vii) to invest the Venture’s funds in Permitted Temporary Investments; (viii) to pay commissions, fees or other charges to Persons that may be applicable in connection with any transactions entered into by or on behalf of the Venture; (ix) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys; (x) to engage outside accountants, custodians, appraisers, attorneys, property managers, leasing brokers and any and all other third-party agents and assistants, both professional and nonprofessional, and to compensate them in such reasonable degree and manner as the activities set forth in this Section 2.03 as follows:Manager may deem necessary or advisable; (axi) subject to execute, deliver Sections 2.6(b) and issue the Notes pursuant to the Indenture(c), to issue enter into, make and perform all contracts, agreements and other undertakings as may be necessary or advisable or incidental to carrying out its purpose, including, without limitation, such agreements as the Transferor Interest and to issue Manager deems necessary or appropriate for the Supplemental Interestsacquisition, if anydevelopment, pursuant to operation, management, financing, sale or other disposition of the Project or as otherwise contemplated by this Agreement; (bxii) with the proceeds of the sale of the Notesto ▇▇▇ and be sued, to acquire prosecute, arbitrate, settle or compromise all claims of or against third parties, to compromise, arbitrate, settle or accept judgment with respect to claims of or against the Trust Estate Venture and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer execute all documents and Servicing Agreementmake all representations, admissions and waivers in connection therewith; (cxiii) to assignmake any and all elections and filings for federal, grantstate, pledge local and mortgage foreign tax purposes, including, without limitation, any consent dividend IRS Form 972; (xiv) to purchase, and otherwise enter into contracts of, insurance (including, without limitation, property and casualty insurance, terrorism insurance, and liability insurance in respect of any liabilities for which the Collateral pursuant Venture, the Manager or any other Indemnified Party would otherwise be entitled to the Indenture indemnification under this Agreement); (xv) to enter into and to hold, manage and distribute to the Holder of the Transferor Interest pursuant to perform the terms of this Agreement any credit facility as borrower or guarantor and cause the Transaction Documents Subsidiary REIT to enter into and perform the terms of any portion credit facility as borrower, including, without limitation, repaying borrowings under any credit facility on behalf of the Collateral released from the lien of, and remitted to the Trust pursuant to, the IndentureVenture; (dxvi) to enter into, execute, deliver do such other things and perform the Transaction Documents to which it is to be a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (f) subject to compliance with the Transaction Documents, to engage in such other activities as the Manager may deem necessary, convenient or advisable with respect to the conduct of the business of the Venture, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. (i) Subject to Section 6.3(a)(i), the interest in the Project owned by the Venture may only be required sold, exchanged or otherwise disposed of (A) by selling, exchanging or otherwise disposing of for cash the Venture’s Shares in the Subsidiary REIT or, subject to any other requirements of this Agreement, including, without limitation, Section 2.6(b)(ii), by selling, exchanging or otherwise disposing of for cash a Member’s interest in the Venture, or (B) in connection with conservation a like-kind exchange of the Trust Estate and Project pursuant to Section 1031 of the making Code that does not result in the recognition of payments any taxable gain to the Noteholders and distributions Subsidiary REIT, an involuntary conversion of the Project pursuant to Section 1033 of the Code that does not result in the recognition of any taxable gain to the Holders Subsidiary REIT, or any other disposition or transfer that pursuant to a nonrecognition provision in the Code does not result in the recognition of any taxable gain to the Subsidiary REIT; provided that, in a transaction within the description of the Transferor Interest. foregoing clause (B) the Members agree on the asset or assets to be acquired as a result of such transaction. (ii) The Trust Manager shall use “Best Efforts” (as defined below) to cause the Subsidiary REIT to satisfy the requirements for taxation as a Domestically-Controlled REIT; provided, however, that the Manager and its Affiliates shall not have power, authority or authorization to, and shall not, be required to engage in any activity other than transaction with, or on behalf of, the Venture or contribute additional capital to the Venture in connection with such obligation. For purposes of the foregoing sentence, the Manager’s “Best Efforts” means that (A) no Capital Contribution shall be accepted and no redemption of interests in the Venture shall be allowed if as a result thereof more than 49% of the interests in the Subsidiary REIT would be held, directly or other indirectly (including, without limitation, through the Venture) by Persons that are not U.S. Persons, and (B) no Transfer of less than all of the Venture’s interest in the Subsidiary REIT shall be permitted if such Transfer would result in the Subsidiary REIT no longer qualifying as required or authorized by the Transaction Documentsa Domestically-Controlled REIT. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with In satisfying the requirements of paragraph 40 this Section 2.6(b)(ii), in the absence of Statement actual knowledge to the contrary, the Manager shall be entitled to rely upon the most recent written representations of Financial Accounting Standards No. 140 issued the direct or indirect partners or members and prospective partners or members of the Venture regarding the extent to which they are, or are owned by, U.S. Persons. (iii) The Manager shall cause the limited liability company agreement, charter or other governing document of the Subsidiary REIT to provide that any Transfer that, if effective, would result in the interests in the Subsidiary REIT being beneficially owned (as provided in Section 856(a) of the Code) by fewer than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio as to the Transfer of any interest in the Subsidiary REIT which would be otherwise beneficially owned (as provided in Section 856(a) of the Code) by the Financial Accounting Standards Board, including any interpretations thereof transferee and that the intended transferee shall acquire no rights in such interest. (iv) The provisions of Sections 2.6(b)(i) and (ii) shall not apply if either (A) there is not at least one REIT Member or any successor regulations issued (B) the Venture has received a Qualifying Opinion (from counsel reasonably acceptable to PGGM) that there has been a change in applicable U.S. law that eliminates the material adverse tax consequence relating to the receipt by the Financial Accounting Standards Boarda REIT Member of Real Estate Proceeds.

Purpose and Powers. (a) The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as followsfollowing activities: (ai) to execute, deliver and issue the Class A-1 Notes, Class A-2 Notes, the Class A-3 Notes and the Class B Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Certificate pursuant to this Agreement, and to sell $200,578,000 aggregate principal amount of the Class A-1 Notes, $131,500,000 aggregate principal amount of Class A-2 Notes, $274,700,000 aggregate principal amount of the Class A-3 Notes and $15,800,000 aggregate principal amount of Class B Notes pursuant to underwriting agreements upon the written order of the Seller and issue the Certificate with an initial Certificate Balance of $9,449,922 to or upon the written order of the Seller; (bii) with the proceeds of the sale of the Notes, to acquire the Trust Estate and to pay Transferor the Seller the amounts owed pursuant to Section 2.01 of the Transfer Sale and Servicing AgreementAgreement by delivering to or upon the order of the Seller the Notes and the Certificate to the Seller; (ciii) with the proceeds from capital contributions from the Seller to pay the organizational, start-up and transactional expenses of the Trust, and with the proceeds from the sale of the Notes and the Certificate, to fund the Reserve Account; (iv) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest Owner pursuant to the terms of the Sale and Servicing Agreement and this Agreement and the Transaction Documents any portion of the Collateral Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (dv) to enter into, execute, deliver into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvii) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of payments to the Noteholders and distributions to the Holders of Owner and the Transferor InterestNoteholders. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction terms of this Agreement or the Basic Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. (a) The Partnership is organized solely for the purpose of operating as a small business investment company under the Trust is to engage in SBIC Act and conducting the activities set forth in this Section 2.03described under Title III of the SBIC Act. The Trust shall have power Partnership has the powers and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authorityresponsibilities, and is hereby authorized and empoweredsubject to the limitations, provided in the name and on behalf SBIC Act. The operations of the Trust, to do or cause to Partnership and the actions taken by the Partnership and the Partners will be done all acts conducted and things necessary, appropriate or convenient to cause taken in compliance with the Trust to engage in the activities set forth in this Section 2.03 as follows: (a) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Interest and to issue the Supplemental Interests, if any, pursuant to this Agreement;SBIC Act. (b) with the proceeds of the sale of the Notes, to acquire the Trust Estate and to pay Transferor the amounts owed pursuant Subject to Section 2.01 2.01(a), the Partnership may make, manage, own and supervise investments of the Transfer every kind and Servicing Agreement;character in conducting its business as a small business investment company. (c) to assign, grant, pledge and mortgage the Collateral pursuant Subject to the Indenture and to hold, manage and distribute to the Holder provisions of the Transferor Interest pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant toSBIC Act, the Indenture; (d) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (e) to engage in those activities, including entering into agreements, that are Partnership has all powers necessary, suitable or convenient for the accomplishment of the purposes set forth in Section 2.01(a) and Section 2.01(b), alone or with others, as principal or agent, including without limitation the following: (i) to accomplish engage in any lawful act or activity for which limited partnerships may be organized under the Act. (d) Notwithstanding the foregoing or are incidental thereto anything herein to the contrary, should the Partnership fail to obtain or connected therewith; and (f) subject lose its SBA license, the General Partner may, by notice to compliance with the Transaction DocumentsPrivate Limited Partners, elect to engage in such other activities as may be required in connection with conservation continue the operation of the Trust Estate Partnership as a private investment fund not operating as an SBIC. In such case, the General Partner may propose for adoption by the Private Limited Partners one or more amendments to this Agreement to reflect the absence of an SBIC license, including the deletion of any or all provisions relating to or required by the SBIC Act and the making SBA and the substitution or addition of payments customary and reasonable replacement provisions, including provisions enabling the Partnership to incur comparable amounts of indebtedness to fund investments from sources other than the SBA. Each Private Limited Partner agrees not to unreasonably withhold, condition or delay its approval of any such amendment, and agrees that neither the Partnership’s lack of access to leverage pursuant to the Noteholders and distributions SBIC Act nor any added ability to the Holders obtain comparable amounts of the Transferor Interest. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity indebtedness to fund investments from sources other than the SBA will constitute reasonable grounds to disapprove any such amendment. Alternatively, upon such failure to obtain its SBIC license, the General Partner may, in connection with its discretion, elect to dissolve, wind-up and liquidate the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardPartnership.

Purpose and Powers. The purpose of the Trust is to engage in ------------------ the activities set forth in this Section 2.032.3. The Trust shall have power and ----------- authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust Trust, to engage in the activities set forth in this Section 2.03 2.3 as follows:: ----------- (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Seller Interest and to execute, issue and deliver the Supplemental InterestsCertificates, if any, pursuant to this Agreement; (bii) with the proceeds of the sale of the Notes, to acquire the Trust Estate and to pay Transferor the Seller the amounts owed pursuant to Section 2.01 2.1 of ----------- the Transfer and Servicing Agreement; (ciii) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder holders of the Transferor Seller Interest pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders of the Transferor InterestSeller. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The sole purpose of the Trust is to engage in the activities set forth in this Section 2.03Section. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Transferor; (bii) with the net proceeds of the sale of the Notes, to acquire the Trust Estate Assets and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreementtransactional expenses; (ciii) to pay interest on and principal of the Notes and the Certificates and to pay any excess collections to the Transferor, as holder of the Transferor Certificate, pursuant to the Series 2▇▇▇-▇ ▇▇▇▇▇▇▇▇▇ Supplement; (iv) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Holder of Transferor, the Transferor Interest Owner or the Noteholders pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (dv) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvii) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate Assets and the making of payments to the Noteholders and the Certificateholders and distributions to the Holders Transferor. Notwithstanding the grant of power and authority to the Owner Trustee set forth herein, the Transferor may, in its sole discretion, sign and file registration statements on behalf of the Transferor InterestTrust under the Securities Act, registering the offer and sale of Notes or Certificates issued by the Trust and periodic reports relating to such Notes or Certificates required to be filed under the Exchange Act, and the rules and regulations of the Commission thereunder. The Furthermore, the Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. (a) The purpose of the Trust is to engage exclusively in the activities set forth in this Section 2.032.3. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust Trust, to engage in the activities set forth in this Section 2.03 2.3 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Interest Indenture and to issue sell the Supplemental Interests, if any, pursuant to this AgreementNotes in one or more transactions; (bii) with the proceeds of the sale of the Notes, to acquire the Trust Estate and to pay Transferor fund the amounts owed pursuant to Section 2.01 of Prefunding Account, the Transfer Capitalized Interest Account, the Reserve Account and Servicing Agreementthe Servicer Transition Account; (ciii) with the proceeds of the sale of the Notes, to pay the organizational, startup and transactional expenses of the Trust; (iv) to hold, manage and enforce the Trust Estate, including the enforcement of its rights under the Sale Agreement, the Seller Undertaking Agreement, the Servicer Undertaking Agreement, the Custodial Agreement and the Indenture; (v) to assign, grant, pledge and mortgage the Collateral Trust Estate to the Indenture Trustee pursuant to the Indenture and Indenture; (vi) to hold, manage and distribute funds to the Holder of Owner at the Transferor Interest times and in the amounts that funds are released to the Owner Trustee for such purpose pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (dvii) to distribute to the Owner that portion of the Trust Estate released from the Lien of the Indenture simultaneously with the release of such property in accordance with the terms of the Indenture; (viii) to enter into, execute, deliver perform its obligations under and perform any other activities contemplated by the Transaction Documents to which it is to be a party; (eix) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fx) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders of the Transferor Interest. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardOwner.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.032.3. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust Trust, to engage in the activities set forth in this Section 2.03 2.3 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Exchangeable Transferor Interest Certificate and to issue the Supplemental Interests, if any, pursuant to this Agreement; (bii) with the proceeds of the sale of the Notes, to acquire the he Trust Estate and, subject to the provisions of this Section 2.3, any futures, forwards, swaps, interest rate caps or other passive derivate financial instruments with similar characteristics, and to pay to Transferor the amounts owed pursuant to Section 2.01 2.1 of the Transfer and Servicing Agreement; (ciii) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder of the Exchangeable Transferor Interest Certificate pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders Holder of the Exchangeable Transferor InterestCertificate. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust Trust, to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Interest Indenture and to execute, authenticate, issue and deliver the Supplemental InterestsCertificates, if any, pursuant to this Agreement; (bii) with the proceeds of the sale of the Notes, to pay the organizational, startup and transactional expenses of the Trust, to acquire the Trust Estate Assets and to pay the Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement; (ciii) to assign, grant, pledge and mortgage Grant the Collateral to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Holder holders of the Transferor Interest Trust Beneficial Interests pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform its obligations under the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders holders of the Transferor InterestBeneficial Interest and the Transferor. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. (a) The purpose of purposes for which the Trust is created and established are (i) to engage acquire, hold, manage and invest in Eligible the activities set forth in this Section 2.03. The Trust shall have power Property, including Permitted Investments, and authority to collect, distribute and is hereby authorized and empowered, without disburse the need Trust Property for further action on the part benefit of the Trust, Certificate Holder and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in subject to the name and on behalf rights of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: Finance Parties; (aii) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Interest Certificate and the Notes, to enter into the Facility Agreement, the Total Return Swap Agreement, the Transfer and Auction Agreement, and the Reimbursement and Disclosure Agreement and any amendments, supplements or restatements thereto and to perform its obligations thereunder, to enter into the Facility Agreement and to perform its obligations thereunder and to issue the Supplemental Interests, if any, pursuant to this Agreement; Notes; (biii) with the proceeds of the sale issuance of the Notes, Notes to acquire purchase the Trust Estate and to pay Transferor the amounts owed Class B Interest from Bora Bora I pursuant to Section 2.01 of the Transfer and Servicing Agreement; Auction Agreement and to enter into the G‑Future Fiji I LLC Agreement and to perform its obligations thereunder; (ciii) with the proceeds of the issuance of the Notes and the Certificate to assign, grant, pledge make a capital contribution to G‑Future and mortgage to be issued the Collateral Class B Member Interest pursuant to the Indenture and G‑Future LLC Agreement; (iv) to hold, manage and distribute to the Holder persons(iv) to acquire, collect, hold, manage, distribute and disburse to the Persons entitled thereto the proceeds from Trust Property remitted to including the remittance of proceeds to and from the Collection Account; (v) to sell or otherwise dispose of the Transferor Interest pursuant to Trust Property including, without limitation, in accordance with Section 3.03 of the terms of this Fiji I LLC Agreement and the Transaction Documents any portion of the Collateral released from the lien of, in accordance with Section 6.03 hereof; and remitted to the Trust pursuant to, the Indenture; (d) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreementsagreements other agreements and any amendments, supplements or restatements to such agreements or any of the foregoing agreements and issuing any other instruments, that are necessary, suitable or convenient necessary to accomplish the foregoing or are incidental thereto or connected therewith; and. (fb) subject to compliance with After the Transaction Documents, to engage in such other activities as may be required in connection with conservation issuance of the Trust Estate Notes and the making of payments to Certificate on the Noteholders Closing Date, the Trust will not issue additional securities or, and distributions to after the Holders acquisition of the Transferor Interest. Class B Interest on the Closing Date, the Trust will not purchase or otherwise acquire any additional securities, loans or other financial instruments, other than Eligible Permitted Investments. (c) The Trust shall not have power, authority power to perform any act or authorization to, and shall not, engage in any activity other than in connection with business whatsoever, except for the foregoing activities set forth in this Section 2.03 and any activity reasonably incidental thereto or other than appropriate therefor. Effective as required or authorized by of the Transaction Documents. The Trust date hereof, the Owner Trustee shall have no power all rights, powers and duties set forth herein and in the Business Trust Act for the sole purpose and to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements extent necessary to accomplish the purposes of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardTrust as set forth in this Section 2.03.

Purpose and Powers. (a) The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as followsfollowing activities: (ai) to execute, deliver and issue the Class A-1 Notes, Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Certificates pursuant to this Agreement; (b) with the proceeds , and to sell $[____] aggregate principal amount of the sale Class A-1 Notes, $[____] aggregate principal amount of Class A-2 Notes, $[____] aggregate principal amount of the Class A-3 Notes, $[____] aggregate principal amount of the Class A-4 Notes, $[____] aggregate principal amount of Class B Notes to acquire or upon the Trust Estate and to pay Transferor written order of the amounts owed Depositor pursuant to Section 2.01 of the Transfer Sale and Servicing Agreement and issue the Certificates with an initial Certificate Balance of $[____] to or upon the written order of the Depositor pursuant to Section 2.01 of the Sale and Servicing Agreement; (cii) with the proceeds from capital contributions from the Depositor to pay the organizational, start-up and transactional expenses of the Trust and to fund the Reserve Account; (iii) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest Certificateholders pursuant to the terms of the Sale and Servicing Agreement and this Agreement and the Transaction Documents any portion of the Collateral Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of payments to the Noteholders and distributions to the Holders of Certificateholders and the Transferor InterestNoteholders. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction terms of this Agreement or the Basic Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust Trust, to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue (and in the case of the Certificates, authenticate) the Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Certificates pursuant to this Agreement; (bii) with the proceeds of the sale of the Notes, to acquire the Trust Estate Assets and to pay the Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement; (ciii) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder of Transferor and the Transferor Interest Owner or the Noteholders pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders of the Transferor InterestTransferor. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. (a) The Venture is organized for the object and purpose of the Trust is to engage investing in the activities set forth Project through the Subsidiary REIT, owning, managing, supervising and disposing of such investment as provided in this Section 2.03. The Trust shall have power Agreement, sharing the profits and authority losses therefrom and is hereby authorized engaging in such activities necessary, incidental or ancillary thereto and empowered, without the need for further action on the part in any other lawful act or activity in furtherance of the Trustforegoing for which limited liability companies may be organized under the Act. Notwithstanding any other provision of this Agreement, the Venture, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and Manager on behalf of the TrustVenture, may execute, deliver and perform such agreements and documents as the Manager determines are necessary or desirable for the formation, organization and continuation of the Venture. Any provision herein regarding the purpose and powers of the Venture and the authorization of actions hereunder may be done through the Subsidiary REIT (and any subsidiary thereof). In furtherance of this purpose, subject to do the limitations and restrictions set forth elsewhere in this Agreement, including, without limitation, Section 6.3 hereof, the Venture shall have all powers necessary, suitable or convenient for the accomplishment of the aforesaid purpose, as principal or agent, including, without limitation, all of the powers that may be exercised by the Manager on behalf of and, except as specifically provided herein, at the expense of, the Venture pursuant to this Agreement or the Act, and further including, without limitation, the following: (i) to organize or cause to be done organized the Subsidiary REIT and any subsidiary thereof and to act as manager of the Subsidiary REIT, and to exercise all acts of the powers, duties, rights and things necessaryresponsibilities associated therewith; (ii) to borrow money, appropriate encumber assets (other than the Capital Commitments of the Members) and otherwise incur recourse and non‑recourse indebtedness (including, without limitation, the issuance of guarantees of the payment or convenient performance of obligations by any Person) in connection with or in furtherance of the acquisition or development or the financing or refinancing of the Project, including without limitation, entering into hedging transactions (e.g., interest rate swaps or caps); (iii) to cause improve, develop, redevelop, construct, reconstruct, maintain, renovate, rehabilitate, reposition, manage, lease, mortgage and otherwise deal with the Trust assets and/or businesses of the Venture; (iv) to lend money on a secured or unsecured basis and, if applicable, in connection therewith take as collateral a mortgage or pledge of any real or personal property and to extend or modify the terms of any such financing; (v) to alter or restructure the Venture’s investment in the Project at any time during the term of the Venture without any precondition that the Manager make any distributions to the Members in connection therewith; (vi) to make additional investments in the Project subsequent to the Venture’s initial investment in the Project (including, without limitation, additional investments made to finance an acquisition by the Subsidiary REIT or any capital improvements, tenant improvements or other improvements or alterations to any property constituting the Project or otherwise to protect the Venture’s investment in the Project or to provide working capital for the Project); to invest the Venture’s funds in Permitted Temporary Investments; (vii) to pay commissions, fees or other charges to Persons that may be applicable in connection with any transactions entered into by or on behalf of the Venture; (viii) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys; (ix) to engage outside accountants, custodians, appraisers, attorneys, property managers, leasing brokers and any and all other third‑party agents and assistants, both professional and nonprofessional, and to compensate them in such reasonable degree and manner as the activities set forth in this Section 2.03 as follows:Manager may deem necessary or advisable; (ax) to executeenter into, deliver make and issue perform all contracts, agreements and other undertakings as may be necessary or advisable or incidental to carrying out its purpose, including, without limitation, such agreements as the Notes pursuant to Manager deems necessary or appropriate for the Indentureacquisition, to issue development, operation, management, financing, sale or other disposition of the Transferor Interest and to issue the Supplemental Interests, if any, pursuant to Project or as otherwise contemplated by this Agreement; (bxi) with the proceeds of the sale of the Notesto ▇▇▇ and be sued, to acquire prosecute, arbitrate, settle or compromise all claims of or against third parties, to compromise, arbitrate, settle or accept judgment with respect to claims of or against the Trust Estate Venture and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer execute all documents and Servicing Agreementmake all representations, admissions and waivers in connection therewith; (cxii) to assignmake any and all elections and filings for federal, grantstate, pledge local and mortgage foreign tax purposes, including, without limitation, any consent dividend IRS Form 972; (xiii) to purchase, and otherwise enter into contracts of, insurance (including, without limitation, property and casualty insurance, terrorism insurance, and liability insurance in respect of any liabilities for which the Collateral pursuant Venture, the Manager or any other Indemnified Party would otherwise be entitled to indemnification under this Agreement); (xiv) to purchase the Indenture interest of any third party investment and/or development partners in an entity in which the Subsidiary REIT owns directly or indirectly any equity interest; (xv) to enter into and to hold, manage and distribute to the Holder of the Transferor Interest pursuant to perform the terms of this Agreement any credit facility as borrower or guarantor and cause the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) Subsidiary REIT to enter into, execute, deliver into and perform the Transaction Documents to which it is to be a party; (e) to engage in those activitiesterms of any credit facility as borrower, including entering into agreementsincluding, that are necessarywithout limitation, suitable or convenient to accomplish repaying borrowings under any credit facility on behalf of the foregoing or are incidental thereto or connected therewithVenture; and (fxvi) subject to compliance with the Transaction Documents, to do such other things and engage in such other activities as the Manager may deem necessary, convenient or advisable with respect to the conduct of the business of the Venture, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. (i) The interest in the Project owned by the Venture may only be required sold, exchanged or otherwise disposed of (A) by selling, exchanging or otherwise disposing of for cash the Venture’s Shares in the Subsidiary REIT or, subject to any other requirements of this Agreement, including, without limitation, Section 2.6(b)(ii), by selling, exchanging or otherwise disposing of for cash a Member’s interest in the Venture, or (B) in connection with conservation a like‑kind exchange of the Trust Estate and Project pursuant to Section 1031 of the making Code that does not result in the recognition of payments any taxable gain to the Noteholders and distributions Subsidiary REIT, an involuntary conversion of the Project pursuant to Section 1033 of the Code that does not result in the recognition of any taxable gain to the Holders Subsidiary REIT, or any other disposition or transfer that pursuant to a nonrecognition provision in the Code does not result in the recognition of any taxable gain to the Subsidiary REIT; provided that, in a transaction within the description of the Transferor Interest. foregoing clause (B) the Members agree on the asset or assets to be acquired as a result of such transaction. (ii) The Trust Manager shall use “Best Efforts” (as defined below) to cause the Subsidiary REIT to satisfy the requirements for taxation as a Domestically‑Controlled REIT; provided, however, that the Manager and its Affiliates shall not have power, authority or authorization to, and shall not, be required to engage in any activity other than transaction with, or on behalf of, the Venture or contribute additional capital to the Venture in connection with such obligation. For purposes of the foregoing sentence, the Manager’s “Best Efforts” means that (A) no Capital Contribution shall be accepted and no redemption of interests in the Venture shall be allowed if as a result thereof more than 49% of the interests in the Subsidiary REIT would be held, directly or other indirectly (including, without limitation, through the Venture) by Persons that are not U.S. Persons, and (B) no Transfer of less than all of the Venture’s interest in the Subsidiary REIT shall be permitted if such Transfer would result in the Subsidiary REIT no longer qualifying as required or authorized by the Transaction Documentsa Domestically‑Controlled REIT. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with In satisfying the requirements of paragraph 40 this Section 2.6(b)(ii), in the absence of Statement actual knowledge to the contrary, the Manager shall be entitled to rely upon the most recent written representations of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Boarddirect or indirect partners or members and prospective partners or members of the Venture regarding the extent to which they are, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Boardare owned by, U.S. Persons.

Purpose and Powers. (a) The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as followsfollowing activities: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Certificate pursuant to this Agreement, and to sell $[__________] aggregate principal amount of the Notes to [initial note purchasers] upon the written order of the Transferor and to issue $1.00 aggregate principal amount of the Certificate to the Owner upon the written order of the Transferor; (bii) with the proceeds of the sale of the Notes, to acquire pay the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement, by directing [__________] as representative of the Transferor to wire transfer such proceeds in accordance with instructions received from the Transferor; (ciii) with the proceeds from the sale of the Notes, to fund the Reserve Account; (iv) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest Owner pursuant to the terms of this the Transfer and Servicing Agreement and the Transaction Documents any portion of the Collateral Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (dv) to enter into, execute, deliver into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvii) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of payments to the Noteholders and distributions to the Holders of the Transferor InterestNoteholders. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction terms of this Agreement or the Basic Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. (a) The purpose of the Trust is shall be limited to engage engaging in the following activities: (i) entering into, complying with its obligations under, consummating the transactions and engaging in the activities set forth contemplated by, (A) the Participation Agreement, (B) the Chaparral LLC Agreement (including exercising its right to act as Managing Member of Chaparral in accordance with the Chaparral LLC Agreement), (C) the Indenture, (D) the Security Agreement, (E) the Remarketing Agreement, (F) this Section 2.03. The Trust shall have power and authority and is hereby authorized and empoweredAgreement, without (G) the need for further action on the part Limestone Account Control Agreement dated as of March 27, 2000 among the Trust, and Owner Trustee shall have power and authorityUnited States Trust Company of New York, as indenture trustee, and is hereby authorized and empoweredWilmington Trust Company, in as securities intermediary, (H) the name and on behalf of Closing Agreement, (I) the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (a) to execute, deliver and issue the Notes pursuant to the New Indenture, to issue (J) the Transferor Interest and to issue the Supplemental Interests, if any, pursuant to this Agreement; (b) with the proceeds of the sale of the Notes, to acquire the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement; (c) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest pursuant to the terms of this Dealer Manager Agreement and the Transaction Documents (K) any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into, execute, deliver and perform the other Transaction Documents to which it is to be a party; (eii) (A) entering into any document necessary or appropriate to engage commence and/or consummate the Exchange Offer and the transactions contemplated thereby (including, without limitation, the Closing Agreement and the Dealer Manager Agreement), (B) entering into any document necessary or appropriate to amend, supplement or modify any Transaction Document to which the Trust is a party or by which it is bound to the extent necessary or appropriate to commence and/or consummate the Exchange Offer and the transactions contemplated thereby and (C) undertaking any other action necessary or appropriate to enter into, proceed with, effect and/or consummate the Exchange Offer, in each case pursuant to the terms and conditions of the Offering Circular and Consent Solicitation Statement; (iii) owning all the outstanding shares of the Co-Issuer, which shares shall be registered in the name of the Trust and held by the Trustee on behalf of the Trust; (iv) issuing the El Paso Interest to El Paso; (v) issuing the Original Certificates pursuant to the First Amended and Restated Trust Agreement, selling the Original Certificates, issuing the Subsequent Certificates pursuant to the Second Amended and Restated Trust Agreement and selling the Subsequent Certificates; (vi) issuing, together with the Co-Issuer, (A) the Limestone Notes pursuant to the Indenture and selling the Limestone Notes and (B) the New Limestone Notes pursuant to the New Indenture in exchange for Limestone Notes; (vii) assigning, granting, transferring, pledging, mortgaging and conveying the Trust Estate to the Indenture Trustee for the benefit of the holders of the Limestone Notes and holding, managing and distributing to the Certificateholders and the holder of the El Paso Interest any portion of the Trust Estate released from the Lien of, and remitted to the Trust pursuant to, the Indenture in accordance with this Agreement; (viii) making payments to the Indenture Trustee for the benefit of the holders of the Limestone Notes pursuant to and in accordance with the Indenture, making payments to the New Indenture Trustee for the benefit of the holders of the New Limestone Notes pursuant to and in accordance with the New Indenture and this Agreement (after the repayment in full of the Outstanding Limestone Notes) and making distributions to the holders of the Limestone Certificates and the holder of the El Paso Interest pursuant to and in accordance with this Agreement; (ix) notwithstanding any other provision hereof, repaying the principal amount of the Limestone Loan with a portion of the proceeds from the sale of the Limestone Notes and the Subsequent Certificates and paying all accrued interest on the Limestone Loan with the proceeds of a distribution from Chaparral, and discharging any obligations of the Trust under the Limestone Credit Agreement, the security documents related thereto and the Assignment and Assumption Agreement; (A) holding the Class A Member Interest and (B) upon (I) the repayment of all of the Limestone Notes on the Maturity Date with Cash contributed by the holder of the El Paso Interest pursuant to Section 3.03, (II) the redemption of all or any portion of the Limestone Notes pursuant to Section 14.01(a)(ii)(A) or 15.01(c)(i) of the Indenture, (III) the redemption of all or any portion of the New Limestone Notes pursuant to Section 14.01(a)(ii)(A) or 15.01(c)(i) of the New Indenture, or (IV) a payment by El Paso, as Guarantor, pursuant to Section 3.09 of the New Indenture, acquiring an Additional Class B Member Interest and being admitted to Chaparral as a Class B Member pursuant to Section 3.2(b)(iii) of the Chaparral LLC Agreement; (xi) making an additional Cash Capital Contribution of $1,027,250,000 to Chaparral to increase the Class A Member's Capital Account by such amount; (xii) receiving payments and other distributions from Chaparral with respect to the Class A Member Interest and any Additional Class B Member Interest; (xiii) engaging in those activities, including entering into agreements, activities that are necessary, suitable or convenient necessary to accomplish the foregoing or are incidental thereto or connected therewith; andthereto; (fxiv) subject to compliance with the Transaction Documents, to engage engaging in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders Certificateholders and the holder of the Transferor El Paso Interest; and (xv) executing and making, at the request of Chaparral, the Overfund Trustee or the holder of the El Paso Interest, but at no cost to the Trust, such filings and registrations, and taking such other actions, as may be reasonably necessary or appropriate under Applicable Law, Contractual Obligations to which the Trust is a party, or otherwise, to conduct the business of Chaparral or its subsidiaries or to transfer member interests in Chaparral or to comply with, or to consummate the transactions contemplated by, the Transaction Documents to which the Trust is a party. (b) The Trust is hereby authorized to engage in the foregoing activities. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than (i) the activities described in connection with clause (a) above or (ii) subject to the foregoing or other than terms of this Agreement, as required or authorized by the Transaction Documents. The Trust shall have no power Certificateholders and, where appropriate, the holder of the El Paso Interest, may from time to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Boardtime direct.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have the power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in any of the activities set forth in this Section 2.03 as followsfollowing activities: (a) to execute, deliver and issue the one or more Classes of Notes from time to time pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Ownership Certificate pursuant to this Agreement and to sell, transfer and exchange such Notes and such Ownership Certificate; Trust Agreement; (b) with the proceeds of the sale of the NotesNotes and the Ownership Certificate, to acquire pay the organizational, start-up and transactional expenses of the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 balance of the Transfer and Servicing AgreementNet Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest Certificateholder pursuant to the terms of this the Transfer and Servicing Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into, execute, deliver into and perform its obligations under the Transaction Documents Operative Agreements and any Swap Agreement to which it is to be a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (f) subject to compliance with the Transaction DocumentsOperative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Noteholders Certificateholders and distributions the Noteholders. The Trust is hereby authorized to engage in the Holders of the Transferor Interestforegoing activities. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with terms of this Agreement or the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardOperative Agreements.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.032.3. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust Trust, to engage in the activities set forth in this Section 2.03 2.3 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Exchangeable Transferor Interest Certificate and to issue the Supplemental Interests, if any, pursuant to this Agreement; (bii) with the proceeds of the sale of the Notes, to acquire the Trust Estate and, subject to the provisions of this Section 2.3, any futures, forwards, swaps, interest rate caps or other passive derivate financial instruments with similar characteristics, and to pay to Transferor the amounts owed pursuant to Section 2.01 2.1 of the Transfer and Servicing Agreement; (ciii) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder of the Exchangeable Transferor Interest Certificate pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders Holder of the Exchangeable Transferor InterestCertificate. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The If the Partnership obtains an SBIC license ------------------ from the SBA, during the term of such license, the Partnership's sole purpose shall be to perform functions and to conduct activities that are contemplated by the SBIC Act for an SBIC. In furtherance of its purposes, the Trust is to engage in the activities set forth in this Section 2.03. The Trust Partnership shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things powers necessary, appropriate suitable or convenient to cause for their accomplishment, alone or with others, as principal or agent, including the Trust to engage in the activities set forth in this Section 2.03 as followsfollowing: (a) to executebuy, deliver sell and issue the Notes pursuant to the Indentureinvest in Securities, to issue the Transferor Interest regardless of whether such Securities are readily marketable, and to issue reinvest the Supplemental Interests, if any, pursuant to this Agreementproceeds of any Securities in other Securities; (b) to hold, receive, mortgage, pledge, lease, transfer, exchange, otherwise dispose of, grant options with respect to and otherwise deal in and exercise all rights, powers, privileges and other incidents of ownership or possession with respect to all property owned or held by the proceeds of the sale of the Notes, to acquire the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing AgreementPartnership; (c) to assignborrow, grantraise money, issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable and non-negotiable instruments and evidences of indebtedness, to guarantee the obligations of others or incur lease obligations from time to time, to secure the payment of the principal of any such indebtedness and the interest thereon or any other such obligation by mortgage, pledge, conveyance or assignment in trust of the whole or any part of the property of the Partnership, whether at the time owned or thereafter acquired, and to buy, sell, pledge and mortgage the Collateral pursuant or otherwise dispose of any such instrument or evidence of indebtedness (subject to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenturelimitations set forth below); (d) in such reasonable degree and manner as the General Partner may deem appropriate, to enter intohave and maintain one or more offices within or without the States of Nevada or California, executeto rent or acquire office space, deliver to engage personnel and perform compensate them and to do such other acts as the Transaction Documents to which it is to be a partyGeneral Partner may deem appropriate in connection with the maintenance of such office or offices; (e) to open, maintain and close accounts with brokers; (f) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys; (g) to engage accountants, custodians, Investment Advisers/Managers, attorneys, consultants and any and all other agents and assistants, both professional and nonprofessional, and to compensate them in those activitiessuch reasonable degree and manner as may be necessary or advisable; (h) to form or cause to be formed and to own the stock of one or more corporations, including entering into agreementswhether foreign or domestic, and to form or cause to be formed and to participate, but only as a limited partner or participant with limited liability, in partnerships and joint ventures, whether foreign or domestic; (i) to enter into, make and perform all contracts, agreements and other undertakings as the General Partner may deem appropriate to carry out the purposes hereof; (j) to sue, prosecute, settle or compromise all claims against third parties, to compromise, settle or accept judgment with respect to claims against the Partnership and to execute all documents and make all representations, admissions and waivers in connection therewith; (k) to take any actions that are necessary, suitable or convenient the General Partner may deem appropriate in order to accomplish obtain the foregoing or are incidental thereto or connected therewithapproval of the SBA therefor; and (fl) subject to compliance with the Transaction Documents, to engage in such any other activities as lawful act or activity for which limited partnerships may be required organized under the Delaware Act and which conform with SBIC Regulations. If the Partnership fails to obtain an SBIC license from the SBA, the Partnership shall have all powers set forth in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders of the Transferor Interest. The Trust shall not have power, authority or authorization to, subparagraphs (a) through (j) above and shall not, also have the power to engage in any other lawful act or activity other than in connection with for which limited partnerships may be organized under the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardDelaware Act.

Purpose and Powers. The purpose of the Trust is to engage in is, and the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in any of the activities set forth in this Section 2.03 as followsfollowing activities: (a) to execute, deliver and issue the one or more Classes of Notes from time to time pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Ownership Certificate pursuant to this Agreement and to sell, transfer and exchange such Notes and such Ownership Certificate; 201496 HomeBanc 2006-2 Trust Agreement; (b) with the proceeds of the sale of the NotesNotes and the Ownership Certificate, to acquire pay the organizational, start-up and transactional expenses of the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 balance of the Transfer and Servicing AgreementNet Proceeds from the Notes to the Depositor in consideration of the transfer to the Trust of the Collateral; (c) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest Certificateholder pursuant to the terms of this the Transfer and Servicing Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) to enter into, execute, deliver into and perform its obligations under the Transaction Documents Operative Agreements and any Cap Agreement to which it is to be a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (f) subject to compliance with the Transaction DocumentsOperative Agreements, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of distributions and payments to the Noteholders Certificateholders and distributions the Noteholders. The Trust is hereby authorized to engage in the Holders of the Transferor Interestforegoing activities. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with terms of this Agreement or the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardOperative Agreements.

Purpose and Powers. (a) The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as followsfollowing activities: (ai) to execute, deliver and issue the Class A-1 Notes, Class A-2 Notes[,] [and] the Class A-3 Notes [and the Class B Notes] pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Certificates pursuant to this Agreement, and to sell $[____________] aggregate principal amount of the Class A-1 Notes, $[____________] aggregate principal amount of Class A-2 Notes[,] [and] $[____________] aggregate principal amount of the Class A-3 Notes [and $[_________] aggregate principal amount of Class B Notes] to [________________________________] upon the written order of the Seller and [sell] [issue] $[____________] aggregate principal amount of the Certificates to [____________________] [the Seller] upon the written order of the Seller; (bii) with the proceeds of the sale of the NotesNotes and the Certificates, to acquire pay the Trust Estate and to pay Transferor Seller the amounts owed pursuant to Section 2.01 of the Transfer Sale and Servicing Agreement, by directing [____________________] as representative of the Seller to wire transfer such proceeds in accordance with instructions received from the Seller; (ciii) with the proceeds from capital contributions from the Seller to pay the organizational, start-up and transactional expenses of the Trust, and with the proceeds from the sale of the Notes and Certificates, to fund the Reserve Account; (iv) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest Owners pursuant to the terms of this the Sale and Servicing Agreement and the Transaction Documents any portion of the Collateral Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (dv) to enter into, execute, deliver into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvii) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of payments to the Noteholders and distributions to the Holders of Owners and the Transferor InterestNoteholders. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction terms of this Agreement or the Basic Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. (a) The Venture has been organized for the object and purpose of the Trust is to engage investing in the activities set forth Project through the Subsidiary REIT, owning, managing, supervising and disposing of such investment as provided in this Section 2.03. The Trust shall have power Agreement, sharing the profits and authority losses therefrom and is hereby authorized engaging in such activities necessary, incidental or ancillary thereto and empowered, without the need for further action on the part in any other lawful act or activity in furtherance of the Trustforegoing for which limited liability companies may be organized under the Act. Notwithstanding any other provision of this Agreement, the Venture, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and Manager on behalf of the TrustVenture, may execute, deliver and perform such agreements and documents as the Manager determines are necessary or desirable for the formation, organization and continuation of the Venture. Any provision herein regarding the purpose and powers of the Venture and the authorization of actions hereunder may be done through the Subsidiary REIT (and any subsidiary thereof). In furtherance of this purpose, subject to do the limitations and restrictions set forth elsewhere in this Agreement, including, without limitation, Section 6.3 hereof, the Venture shall have all powers necessary, suitable or convenient for the accomplishment of the aforesaid purpose, as principal or agent, including, without limitation, all of the powers that may be exercised by the Manager on behalf of and, except as specifically provided herein, at the expense of, the Venture pursuant to this Agreement or the Act, and further including, without limitation, the following: (i) to organize or cause to be done organized the Subsidiary REIT and any subsidiary thereof and to act as manager of the Subsidiary REIT, and to exercise all acts of the powers, duties, rights and things necessaryresponsibilities associated therewith; (ii) to borrow money, appropriate encumber assets and otherwise incur recourse and non-recourse indebtedness (including, without limitation, the issuance of guarantees of the payment or convenient performance of obligations by any Person) in connection with or in furtherance of the acquisition or development or the financing or refinancing of the Project; (iii) to cause improve, develop, redevelop, construct, reconstruct, maintain, renovate, rehabilitate, reposition, manage, lease, mortgage and otherwise deal with the Trust assets and/or businesses of the Venture; (iv) to lend money on a secured or unsecured basis and, if applicable, in connection therewith take as collateral a mortgage or pledge of any real or personal property and to extend or modify the terms of any such financing; (v) to alter or restructure the Venture’s investment in the Project at any time during the term of the Venture without any precondition that the Manager make any distributions to the Members in connection therewith; (vi) to make additional investments in the Project (including, without limitation, additional investments made to finance any capital improvements, tenant improvements or other improvements or alterations to any property constituting the Project or otherwise to protect the Venture’s investment in the Project or to provide working capital for the Project); (vii) to invest the Venture’s funds in Permitted Temporary Investments; (viii) to pay commissions, fees or other charges to Persons that may be applicable in connection with any transactions entered into by or on behalf of the Venture; (ix) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys; (x) to engage outside accountants, custodians, appraisers, attorneys, property managers, leasing brokers and any and all other third-party agents and assistants, both professional and nonprofessional, and to compensate them in such reasonable degree and manner as the activities set forth in this Section 2.03 as follows:Manager may deem necessary or advisable; (axi) subject to execute, deliver and issue the Notes pursuant to the IndentureSection 2.6(b), to issue enter into, make and perform all contracts, agreements and other undertakings as may be necessary or advisable or incidental to carrying out its purpose, including, without limitation, such agreements as the Transferor Interest and to issue Manager deems necessary or appropriate for the Supplemental Interestsoperation, if anymanagement, pursuant to financing, sale or other disposition of the Project or as otherwise contemplated by this Agreement; (bxii) with the proceeds of the sale of the Notesto ▇▇▇ and be sued, to acquire prosecute, arbitrate, settle or compromise all claims of or against third parties, to compromise, arbitrate, settle or accept judgment with respect to claims of or against the Trust Estate Venture and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer execute all documents and Servicing Agreementmake all representations, admissions and waivers in connection therewith; (cxiii) to assignmake any and all elections and filings for federal, grantstate, pledge local and mortgage foreign tax purposes, including, without limitation, any consent dividend on IRS Form 972; (xiv) to purchase, and otherwise enter into contracts of, insurance (including, without limitation, property and casualty insurance, terrorism insurance, and liability insurance in respect of any liabilities for which the Collateral pursuant Venture, the Manager or any other Indemnified Person would otherwise be entitled to the Indenture indemnification under this Agreement); (xv) to enter into and to hold, manage and distribute to the Holder of the Transferor Interest pursuant to perform the terms of this Agreement any credit facility as borrower or guarantor and cause the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (d) Subsidiary REIT to enter into, execute, deliver into and perform the Transaction Documents to which it is to be a party; (e) to engage in those activitiesterms of any credit facility as borrower, including entering into agreementsincluding, that are necessarywithout limitation, suitable or convenient to accomplish repaying borrowings under any credit facility on behalf of the foregoing or are incidental thereto or connected therewithVenture; and (fxvi) subject to compliance with the Transaction Documents, to do such other things and engage in such other activities as the Manager may deem necessary, convenient or advisable with respect to the conduct of the business of the Venture, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. (i) Subject to Section 6.3(c), the interest in the Project owned by the Venture may only be required sold, exchanged or otherwise disposed of (A) by selling, exchanging or otherwise disposing of for cash the Venture’s Shares in the Subsidiary REIT, or (B) in connection with conservation a like-kind exchange of the Trust Estate and Project pursuant to Section 1031 of the making Code that does not result in the recognition of payments any taxable gain to the Noteholders and distributions Subsidiary REIT, an involuntary conversion of the Project pursuant to Section 1033 of the Code that does not result in the recognition of any taxable gain to the Holders Subsidiary REIT, or any other disposition or transfer that pursuant to a nonrecognition provision in the Code does not result in the recognition of any taxable gain to the Subsidiary REIT; provided that, in a transaction within the description of the Transferor Interest. foregoing clause (B) the Members agree on the asset or assets to be acquired as a result of such transaction (the “REIT Disposition Requirement”). (ii) The Trust Manager shall use “Best Efforts” to cause the Subsidiary REIT to satisfy the requirements for taxation as a Domestically-Controlled REIT; provided, however, that the Manager and its Affiliates shall not have power, authority or authorization to, and shall not, be required to engage in any activity other than transaction with, or on behalf of, the Venture or contribute additional capital to the Venture in connection with such obligation. For purposes of the foregoing sentence, the Manager’s “Best Efforts” means that (A) no Capital Contribution shall be accepted and no redemption of interests in the Venture shall be allowed if as a result thereof more than forty-nine percent (49%) of the interests in the Subsidiary REIT would be held, directly or other indirectly (including, without limitation, through the Venture) by Persons that are not U.S. Persons, and (B) no Transfer of less than all of the Venture’s interest in the Subsidiary REIT shall be permitted if such Transfer would result in the Subsidiary REIT no longer qualifying as required or authorized by the Transaction Documentsa Domestically-Controlled REIT. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with In satisfying the requirements of paragraph 40 this Section 2.6(b)(ii), in the absence of Statement actual knowledge to the contrary, the Manager shall be entitled to rely upon the most recent written representations of Financial Accounting Standards No. 140 issued the direct or indirect partners or members and prospective partners or members of the Venture regarding the extent to which they are, or are owned by, U.S. Persons. (iii) The Manager shall cause the limited liability company agreement, charter or other governing document of the Subsidiary REIT to provide that any Transfer that, if effective, would result in the interests in the Subsidiary REIT being beneficially owned (as provided in Section 856(a) of the Code) by fewer than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio as to the Transfer of any interest in the Subsidiary REIT which would be otherwise beneficially owned (as provided in Section 856(a) of the Code) by the Financial Accounting Standards Board, including any interpretations thereof transferee and that the intended transferee shall acquire no rights in such interest. (iv) The provisions of Sections 2.6(b)(i) and (ii) shall not apply if either (A) there is not at least one Non-U.S. Member or any successor regulations issued (B) the Venture has received a Qualifying Opinion (from counsel reasonably acceptable to MWP) that there has been a change in applicable U.S. law that eliminates the material adverse tax consequence relating to the receipt by the Financial Accounting Standards Boarda Non-U.S. Member of Real Estate Proceeds.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name of and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue the Notes and the O/C Certificate from time to time pursuant to the Indenture, to issue the Transferor Interest Indenture and to issue and authenticate the Supplemental Interests, if any, Certificates pursuant to this AgreementAgreement and, in connection with the execution, delivery or issuance of such Notes, O/C Invested Amount and Certificates, to enter into or purchase for the benefit of the third-party beneficial interest holders any futures, forwards, swaps, interest rate caps or other passive derivative financial instruments with similar characteristics, which financial instruments cannot be contrary to the status of the Trust as a qualified special purpose entity under existing accounting literature and which do not involve the Owner Trustee in making decisions, other than as expressly set forth herein; (bii) to service, administer, collect, protect, invest and distribute the Trust Assets as provide in this Agreement and the other Transaction Documents; (iii) with the proceeds of the sale of the Notes, to accept, acquire and hold for the benefit of the Holders of the Notes and any other interests in the Trust Estate the Trust Assets from, and to pay to, the Transferor the amounts owed to, the Transferor pursuant to Section 2.01 of the Transfer and Servicing Agreement; (civ) to assign, grant, transfer, pledge and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder of Transferor and the Transferor Interest Owner or the Noteholders pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (dv) to enter into, execute, deliver and perform its obligations under the Transaction Documents to which it is to be a party; (evi) to engage in those activities, including entering into executing, delivering and performing agreements, certificates, instruments, reports, notices, filings and other documents described in this Agreement and the other Transaction Documents, that are necessary, necessary or suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvii) subject to compliance with the Transaction Documents, to engage in such other activities as may be are required or suitable in connection with conservation of the Trust Estate and the making of payments to the Noteholders and the O/C Holder and distributions to the Holders Transferor and the Owner, which activities shall not be contrary to the status of the Transferor InterestTrust as a qualified special purpose entity under existing accounting literature. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The sole purpose of the Trust is to engage in the activities set forth in this Section 2.03Section. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Certificates pursuant to this Agreement, and to sell the Notes upon the written order of the Transferor; (bii) with the net proceeds of the sale of the Notes, to acquire the Trust Estate Assets and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreementtransactional expenses; (ciii) to assignpay interest on and principal of the Notes and the Certificates and any excess collections to the Transferor, grantas holder of the Transferor Certificate pursuant to the Series 2002-1 Indenture Supplement; (iv) to ass▇▇▇, pledge ▇▇▇▇▇, ▇▇▇▇ge and mortgage the Collateral pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Holder of Transferor, the Transferor Interest Owner or the Noteholders pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (dv) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvii) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate Assets and the making of payments to the Noteholders and the Certificateholders and distributions to the Holders Transferor. Notwithstanding the grant of power and authority to the Owner Trustee set forth herein, the Transferor may, in its sole discretion, sign and file registration statements on behalf of the Transferor InterestTrust under the Securities Act, registering the offer and sale of Notes or Certificates issued by the Trust and periodic reports relating to such Notes or Certificates required to be filed under the Exchange Act, and the rules and regulations of the Commission thereunder. The Furthermore, the Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The sole purpose of the Trust is to engage in the activities set forth in this Section 2.03Section. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Certificates pursuant to this Agreement, and to sell Notes upon the written order of the Transferor; (bii) with the net proceeds of the sale of the Notes, to acquire the Trust Estate Assets, to pay transactional expenses and to pay the balance to the Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement; (ciii) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture to the Indenture Trustee as security for the Notes and to hold, manage and distribute to the Holder of Transferor, the Transferor Interest Owner or the Noteholders pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders Transferor. Notwithstanding the grant of power and authority to the Owner Trustee set forth herein, the Transferor may, in its sole discretion, sign and file registration statements on behalf of the Transferor InterestTrust under the Securities Act, registering the offer and sale of Notes or Certificates issued by the Trust and periodic reports relating to such Notes or Certificates required to be filed under the Exchange Act, and the rules and regulations of the Commission thereunder. The Furthermore, the Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the other Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. (a) The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as followsfollowing activities: (ai) to execute, deliver and issue the Class A-1 Notes, Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Certificate pursuant to this Agreement; (b) with the proceeds , and to sell $214,300,000 aggregate principal amount of the sale Class A-1 Notes, $219,000,000 aggregate principal amount of Class A-2 Notes, $244,000,000 aggregate principal amount of the Class A-3 Notes, $142,360,000 aggregate principal amount of the Class A-4 Notes, $23,480,000 aggregate principal amount of Class B Notes to acquire or upon the Trust Estate and to pay Transferor written order of the amounts owed Seller pursuant to Section 2.01 of the Transfer Sale and Servicing Agreement and issue the Certificate with an initial Certificate Balance of $10,677,293 to or upon the written order of the Seller pursuant to Section 2.01 of the Sale and Servicing Agreement; (cii) with the proceeds from capital contributions from the Seller to pay the organizational, start-up and transactional expenses of the Trust and to fund the Reserve Account; (iii) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest Certificateholder pursuant to the terms of the Sale and Servicing Agreement and this Agreement and the Transaction Documents any portion of the Collateral Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of payments to the Noteholders and distributions to the Holders of Certificateholder and the Transferor InterestNoteholders. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction terms of this Agreement or the Basic Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name of and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue (and in the case of the Certificates, authenticate) the Notes pursuant to the Indenture, to issue the Transferor Interest Indenture and to issue the Supplemental Interests, if any, Certificates pursuant to this AgreementAgreement and, in connection with the execution, delivery or issuance of such Notes and Certificates, to purchase any futures, forwards, swaps, option contracts, surety bonds, financial guaranty insurance policies, interest rate caps or other financial instruments with similar characteristics, which financial instruments cannot be contrary to the status of the Trust as a qualified special purpose entity under existing accounting literature; (bii) with the proceeds of the sale of the Notes, to acquire the Trust Estate Series 2004-1 Certificate, and to pay Transferor the amounts owed pursuant to Section 2.01 other certificates of beneficial interest, of the Transfer and Servicing AgreementMaster Trust; (ciii) to assign, grant, transfer, pledge and mortgage the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of Transferor and the Transferor Interest Owner or the Noteholders pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral Trust Estate released from the lien of, of and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (ev) from time to time receive payments and proceeds with respect to the Series 2004-1 Certificate, and the other certificates of beneficial interest in the Master Trust and the Indenture and either invest or distribute those payments and proceeds; (vi) to acquire Receivables and other assets conveyed to it by the Transferor and the collections and proceeds thereof; (vii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fviii) subject to compliance with the Transaction Documents, to engage in such other activities as may be required or convenient in connection with conservation of the Trust Estate Assets and the making of payments to the Noteholders and distributions to the Holders Transferor and the Owner, which activities shall not be contrary to the status of the Transferor InterestTrust as a qualified special purpose entity under existing accounting literature. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the terms of this Agreement or the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03SECTION 2.3. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust Trust, to engage in the activities set forth in this Section 2.03 SECTION 2.3 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Interest and to issue the Supplemental Interests, if any, pursuant to this Agreement; (bii) with the proceeds of the sale of the Notes, to acquire the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 SECTION 2.1 of the Transfer and Servicing Agreement; (ciii) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders Holder of the Transferor Interest. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and the Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Interest Trust Beneficial Interests and to execute, authenticate, issue and deliver the Supplemental InterestsCertificates, if any, pursuant to this Agreement; (bii) with the proceeds of the sale of the Notes, to pay the organizational, startup and transactional expenses of the Trust, to acquire the Trust Estate Assets and to pay the Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement; (ciii) to assign, grant, pledge and mortgage Grant the Collateral to the Indenture Trustee pursuant to the Indenture and to hold, manage and distribute to the Holder holders of the Transferor Interest Trust Beneficial Interests pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver and perform its obligations under the Transaction Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders holders of the Transferor Interest. The Trust shall not have power, authority or authorization to, Beneficial Interests and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardCertificates.

Purpose and Powers. The purpose purposes of the Trust is to engage in are, and the activities set forth in this Section 2.03. The Trust and each of the Securities Administrator and the Delaware and Trustee on behalf of the Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: (ai) to execute, deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Interest and to issue the Supplemental Interests, if any, Certificates pursuant to this Agreement; Trust Agreement and to sell the Certificates to or at the direction of the Depositor, to transfer and exchange the Certificates and to pay distributions on the Certificates; (bii) with the proceeds of the sale of the NotesCertificates, to acquire purchase the Mortgage Loans from the Depositor, to make deposits to and withdrawals from the Collection Accounts and the Certificate Account and to pay any organizational, start-up and transactional expenses of the Issuing Entity; (iii) to engage the Master Servicer to monitor the servicing of the Mortgage Loans and the Custodian to hold the Mortgage Loan files in custody on behalf of the Issuing Entity; (iv) to enter into this Trust Agreement and to perform their respective obligations hereunder; (v) to acquire, hold, manage and dispose of the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement; (c) to assign, grant, pledge and mortgage the Collateral pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest related Certificateholders pursuant to the terms of this Agreement and the Transaction Documents Section 3.02 herein, any portion of such Trust Estate; (vi) to conduct the Collateral released from the lien of, and remitted to affairs of the Trust so that any Certificates representing REMIC regular interests are treated as regular interests in a REMIC for income tax purposes pursuant to, the Indenture; to this Trust Agreement; (d) to enter into, execute, deliver and perform the Transaction Documents to which it is to be a party; (evii) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and and (fviii) subject to compliance with the Transaction Documentsthis Trust Agreement, to engage in such other activities as may be required in connection with the conservation of the assets of the Trust Estate and the making of payments to the Noteholders and distributions to the Holders of the Transferor InterestCertificateholders. The Trust and the Securities Administrator and the Delaware Trustee on behalf of the Trust are hereby authorized to engage in the foregoing activities. The Trust and the Securities Administrator and the Delaware Trustee on behalf of the Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction Documentsterms of this Trust Agreement. The Trust shall have no power not elect to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Boardbe treated as an association under Treasury Regulations Section 301.7701-3(a) for federal income tax purposes.

Purpose and Powers. (a) The purpose of the Trust is to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as followsfollowing activities: (ai) to execute, deliver and issue the Class A-1 Notes, Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the Class B Notes pursuant to the Indenture, to issue Indenture and the Transferor Interest and to issue the Supplemental Interests, if any, Certificate pursuant to this Agreement; (b) with the proceeds , and to sell $[____] aggregate principal amount of the sale Class A-1 Notes, $[____] aggregate principal amount of Class A-2 Notes, $[____] aggregate principal amount of the Class A-3 Notes, $[____] aggregate principal amount of the Class A-4 Notes, $[____] aggregate principal amount of Class B Notes to acquire or upon the Trust Estate and to pay Transferor written order of the amounts owed Depositor pursuant to Section 2.01 of the Transfer Sale and Servicing Agreement and issue the Certificate with an initial Certificate Balance of $[____] to or upon the written order of the Depositor pursuant to Section 2.01 of the Sale and Servicing Agreement; (cii) with the proceeds from capital contributions from the Depositor to pay the organizational, start-up and transactional expenses of the Trust and to fund the Reserve Account; (iii) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Trust Estate pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest Certificateholder pursuant to the terms of the Sale and Servicing Agreement and this Agreement and the Transaction Documents any portion of the Collateral Trust Estate released from the lien Lien of, and remitted to the Trust pursuant to, the Indenture; (div) to enter into, execute, deliver into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (ev) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvi) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Owner Trust Estate and the making of payments to the Noteholders and distributions to the Holders of Certificateholder and the Transferor InterestNoteholders. The Trust shall not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction terms of this Agreement or the Basic Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. (a) The purpose of the Trust is Issuer is, and the Issuer has the power and authority, to engage in the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without the need for further action on the part of the Trust, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and on behalf of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as followsfollowing activities: (ai) to executeacquire from time to time the Receivables (and other Trust Property), deliver and issue the Notes pursuant to the Indenture, to issue the Transferor Interest and to issue the Supplemental Interests, if any, pursuant to this Agreement; (b) with the proceeds of the sale of the Notes, to acquire the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement; (c) to assign, grant, pledge transfer, pledge, mortgage and mortgage convey the Collateral Trust Property pursuant to the Indenture and to hold, manage and distribute to the Holder of the Transferor Interest Certificateholders in accordance with their percentage interests pursuant to the terms of this Agreement and the Transaction Basic Documents any portion of the Collateral Trust Property released from the lien Lien of, and remitted to the Trust Issuer pursuant to, the Indenture; (dii) to issue the Notes pursuant to the Indenture (and the related Indenture Supplements) and the Certificate pursuant to this Agreement and to sell the Notes upon the written order of the Transferor; (iii) to make payments or distributions on the Notes to the Noteholders; (iv) to pay for, or reimburse the Transferor for, any organizational, start-up and transactional expenses of the Issuer; (v) to enter into, execute, deliver into and perform its obligations under the Transaction Basic Documents to which it is to be a party; (evi) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (fvii) subject to compliance with the Transaction Basic Documents, to engage in such other activities as may be required in connection with conservation of the Trust Estate Property and the making of payments distributions to the Noteholders and distributions to the Holders of Certificateholder. (b) The Issuer is hereby authorized to engage in the Transferor Interestforegoing activities. The Trust shall Issuer may not have power, authority or authorization to, and shall not, engage in any activity other than in connection with the foregoing or other than as required or authorized by the Transaction terms of this Agreement or the Basic Documents. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards Board.

Purpose and Powers. (a) The purpose of Trust shall not engage in any activities except those listed in this Section 2.03(a). The purposes for which the Trust is created and established are (i) to engage acquire, hold, invest in Permitted Investments, collect and disburse the activities set forth in this Section 2.03. The Trust shall have power and authority and is hereby authorized and empowered, without Property for the need for further action on the part benefit of the Trust, Certificate Holders and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in subject to the name and on behalf rights of the Trust, to do or cause to be done all acts and things necessary, appropriate or convenient to cause the Trust to engage in the activities set forth in this Section 2.03 as follows: Finance Parties; (aii) to execute, deliver and issue the Notes pursuant to the Indentureestablish Series in accordance with Section 3.02, to issue the Transferor Interest Certificates, to enter into the Total Return Swap Agreement Agreements and the Enron Guaranty and any amendments, supplements or restatements thereto and to perform its obligations thereunder, to enter into the Facility Agreement and any amendments, supplements or restatements thereto and to perform its obligations thereunder and to issue the Supplemental Interests, if any, pursuant to this Agreement; Notes; (biii) with the proceeds of the sale issuance of the Notes, Notes and the Certificates to purchase acquire the Trust Estate and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer and Servicing Agreement; (c) to assign, grant, pledge and mortgage the Collateral Class B Interests from Transferors pursuant to the Indenture Sale Transfer and Auction Agreements and to enter into Asset LLC Agreements and any amendments, supplements or restatements thereto and perform its obligations thereunder; (iv) to hold, manage and distribute to the Holder of persons entitled thereto the Transferor Interest pursuant to the terms of this Agreement and the Transaction Documents any portion of the Collateral released from the lien of, and Trust Property remitted to the Trust pursuant to, the Indenture; Collection Accounts; (dv) to enter intosell or otherwise dispose of the Trust Property including, executewithout limitation, deliver in accordance with Section 3.03 of the Asset LLC Agreement; (vi) to sell or dispose of any Class B Interest in accordance with Section 6.03 at any time after all amounts of principal, interest and perform all other amounts payable to the Transaction Documents Lenders by the Trust with respect to which it is the Tranche drawn down to be a party; fund the purchase acquisition of such Class B Interest have been paid in full; and (evii) to engage in those activities, including entering into agreementsagreements and any amendments, supplements or restatements thereto , that are necessary, suitable or convenient necessary to accomplish the foregoing or are incidental thereto or connected therewith; and. (fb) subject to compliance with After the Transaction Documents, to engage in such other activities as may be required in connection with conservation issuance of the Trust Estate Notes and, the Beneficial Interest Certificate and the making of payments initial Series Certificate on or prior to the Noteholders Closing Date, the Trust will not issue additional securities except for Series Certificates or purchase or otherwise acquire any additional securities, loans or other financial instruments other than Permitted Investments and distributions to the Holders of the Transferor Interest. Series Property. (c) The Trust shall not have power, authority power to perform any act or authorization to, and shall not, engage in any business whatsoever except as specified in this Section 2.03 and any activity other than in connection with reasonably incidental thereto or appropriate therefor. Effective as of the foregoing or other than as required or authorized by formation date of this Trust, the Transaction Documents. The Trust Owner Trustee shall have no power all rights, powers and duties set forth herein and in the Business Trust Act for the sole purpose and to hold any derivative financial instrument unless such derivative financial instrument complies with the requirements extent necessary to accomplish the purposes of paragraph 40 of Statement of Financial Accounting Standards No. 140 issued by the Financial Accounting Standards Board, including any interpretations thereof or any successor regulations issued by the Financial Accounting Standards BoardTrust as set forth in this Section 2.03.

Purpose and Powers. (a) The Venture has been organized for the object and purpose of investing in each Project through the Trust is to engage in the activities set forth Subsidiary REIT, owning, managing, supervising and disposing of such investment as provided in this Section 2.03. The Trust shall have power Agreement, sharing the profits and authority losses therefrom and is hereby authorized engaging in such activities necessary, incidental or ancillary thereto and empowered, without the need for further action on the part in any other lawful act or activity in furtherance of the Trustforegoing for which limited liability companies may be organized under the Act. Notwithstanding any other provision of this Agreement, the Venture, and Owner Trustee shall have power and authority, and is hereby authorized and empowered, in the name and Manager on behalf of the TrustVenture, may execute, deliver and perform such agreements and documents as the Manager determines are necessary or desirable for the formation, organization and continuation of the Venture. Any provision herein regarding the purpose and powers of the Venture and the authorization of actions hereunder may be done through the Subsidiary REIT (and any subsidiary thereof). In furtherance of this purpose, subject to do the limitations and restrictions set forth elsewhere in this Agreement, including, without limitation, Section 6.3 hereof, the Venture shall have all powers necessary, suitable or convenient for the accomplishment of the aforesaid purpose, as principal or agent, including, without limitation, all of the powers that may be exercised by the Manager on behalf of and, except as specifically provided herein, at the expense of, the Venture pursuant to this Agreement or the Act, and further including, without limitation, the following: (i) to organize or cause to be done organized the Subsidiary REIT and any subsidiary thereof and to act as manager of the Subsidiary REIT, and to exercise all acts of the powers, duties, rights and things necessaryresponsibilities associated therewith; (ii) to borrow money, appropriate encumber assets and otherwise incur recourse and non-recourse indebtedness (including, without limitation, the issuance of guarantees of the payment or convenient performance of obligations by any Person) in connection with or in furtherance of the acquisition or development or the financing or refinancing of any Project; (iii) to cause improve, develop, redevelop, construct, reconstruct, maintain, renovate, rehabilitate, reposition, manage, lease, mortgage and otherwise deal with the Trust assets and/or businesses of the Venture; (iv) to lend money on a secured or unsecured basis and, if applicable, in connection therewith take as collateral a mortgage or pledge of any real or personal property and to extend or modify the terms of any such financing; (v) to alter or restructure the Venture’s investment in any Project at any time during the term of the Venture without any precondition that the Manager make any distributions to the Members in connection therewith; (vi) to make additional investments in any Project (including, without limitation, additional investments made to finance any capital improvements, tenant improvements or other improvements or alterations to any property constituting such Project or otherwise to protect the Venture’s investment in such Project or to provide working capital for such Project); (vii) to invest the Venture’s funds in Permitted Temporary Investments; (viii) to pay commissions, fees or other charges to Persons that may be applicable in connection with any transactions entered into by or on behalf of the Venture; (ix) to open, maintain and close bank accounts and draw checks and other orders for the payment of moneys; (x) to engage outside accountants, custodians, appraisers, attorneys, property managers, leasing brokers and any and all other third-party agents and assistants, both professional and nonprofessional, and to compensate them in such reasonable degree and manner as the activities set forth in this Section 2.03 as follows:Manager may deem necessary or advisable; (axi) subject to execute, deliver and issue the Notes pursuant to the IndentureSection 2.6(b), to issue enter into, make and perform all contracts, agreements and other undertakings as may be necessary or advisable or incidental to carrying out its purpose, including, without limitation, such agreements as the Transferor Interest and to issue Manager deems necessary or appropriate for the Supplemental Interestsoperation, if anymanagement, pursuant to financing, sale or other disposition of each Project or as otherwise contemplated by this Agreement; (bxii) with the proceeds of the sale of the Notesto ▇▇▇ and be sued, to acquire prosecute, arbitrate, settle or compromise all claims of or against third parties, to compromise, arbitrate, settle or accept judgment with respect to claims of or against the Trust Estate Venture and to pay Transferor the amounts owed pursuant to Section 2.01 of the Transfer execute all documents and Servicing Agreementmake all representations, admissions and waivers in connection therewith; (cxiii) to assignmake any and all elections and filings for federal, grantstate, pledge local and mortgage foreign tax purposes, including, without limitation, any consent dividend on IRS Form 972; (xiv) to purchase, and otherwise enter into contracts of, insurance (including, without limitation, property and casualty insurance, terrorism insurance, and liability insurance in respect of any liabilities for which the Collateral pursuant Venture, the Manager or any other Indemnified Party would otherwise be entitled to the Indenture indemnification under this Agreement); (xv) to enter into and to hold, manage and distribute to the Holder of the Transferor Interest pursuant to perform the terms of this Agreement any credit facility as borrower or guarantor and cause the Transaction Documents Subsidiary REIT to enter into and perform the terms of any portion credit facility as borrower, including, without limitation, repaying borrowings under any credit facility on behalf of the Collateral released from the lien of, and remitted to the Trust pursuant to, the IndentureVenture; (dxvi) to enter into, execute, deliver do such other things and perform the Transaction Documents to which it is to be a party; (e) to engage in those activities, including entering into agreements, that are necessary, suitable or convenient to accomplish the foregoing or are incidental thereto or connected therewith; and (f) subject to compliance with the Transaction Documents, to engage in such other activities as the Manager may deem necessary, convenient or advisable with respect to the conduct of the business of the Venture, and have and exercise all of the powers and rights conferred upon limited liability companies formed pursuant to the Act. (i) Subject to Section 6.3(c), the interest in each Project owned by the Venture may only be required sold, exchanged or otherwise disposed of (A) by selling, exchanging or otherwise disposing of for cash the Venture’s Shares in the Subsidiary REIT or causing the Subsidiary REIT to sell, exchange or otherwise dispose of its membership interests in any Sub-Sub REIT that has made a valid REIT election pursuant to Section 13.5(c), or (B) in connection with conservation a like-kind exchange of any Project pursuant to Section 1031 of the Trust Estate and Code that does not result in the making recognition of payments any taxable gain to the Noteholders and distributions Subsidiary REIT or a Sub-Sub REIT, an involuntary conversion of any Project pursuant to Section 1033 of the Code that does not result in the recognition of any taxable gain to the Holders Subsidiary REIT or a Sub-Sub REIT, or any other disposition or transfer that pursuant to a nonrecognition provision in the Code does not result in the recognition of any taxable gain to the Subsidiary REIT or a Sub-Sub REIT; provided that, in a transaction within the description of the Transferor Interest. foregoing clause (B) the Members with an interest in the applicable Project agree on the asset or assets to be acquired as a result of such transaction (the “REIT Disposition Requirement”). (ii) The Trust Manager shall use “Best Efforts” to cause the Subsidiary REIT and each Sub-Sub REIT that has made a valid REIT election pursuant to Section 13.5(c) to satisfy the requirements for taxation as a Domestically-Controlled REIT; provided, however, that the Manager and its Affiliates shall not have power, authority or authorization to, and shall not, be required to engage in any activity other than transaction with, or on behalf of, the Venture or contribute additional capital to the Venture in connection with such obligation. For purposes of the foregoing sentence, the Manager’s “Best Efforts” means that (A) no Capital Contribution shall be accepted and no redemption of interests in the Venture shall be allowed if as a result thereof more than forty-nine percent (49%) of the interests in the Subsidiary REIT or other any Sub-Sub REIT that has made a valid REIT election pursuant to Section 13.5(c) would be held, directly or indirectly (including, without limitation, through the Venture) by Persons that are not U.S. Persons, and (B) no Transfer of less than all of the Venture’s interest in the Subsidiary REIT or the Subsidiary REIT’s interest in any Sub-Sub REIT that has made a valid REIT election pursuant to Section 13.5(c) shall be permitted if such Transfer would result in the Subsidiary REIT or any such Sub-Sub REIT no longer qualifying as required or authorized by the Transaction Documentsa Domestically-Controlled REIT. The Trust shall have no power to hold any derivative financial instrument unless such derivative financial instrument complies with In satisfying the requirements of paragraph 40 this Section 2.6(b)(ii), in the absence of Statement actual knowledge to the contrary, the Manager shall be entitled to rely upon the most recent written representations of Financial Accounting Standards No. 140 issued the direct or indirect partners or members and prospective partners or members of the Venture regarding the extent to which they are, or are owned by, U.S. Persons. (iii) The Manager shall cause the limited liability company agreement, charter or other governing document of the Subsidiary REIT and each Sub-Sub REIT to provide that any Transfer that, if effective, would result in the interests in the Subsidiary REIT or any Sub-Sub REIT being beneficially owned (as provided in Section 856(a) of the Code) by fewer than 100 Persons (determined without reference to any rules of attribution) shall be void ab initio as to the Transfer of any interest in the Subsidiary REIT or any Sub-Sub REIT which would be otherwise beneficially owned (as provided in Section 856(a) of the Code) by the Financial Accounting Standards Board, including any interpretations thereof transferee and that the intended transferee shall acquire no rights in such interest. (iv) The provisions of Sections 2.6(b)(i) and (ii) shall not apply if either (A) there is not at least one Non-U.S. Member or any successor regulations issued (B) the Venture has received a Qualifying Opinion (from counsel reasonably acceptable to MWP and PGGM PRE Fund) that there has been a change in applicable U.S. law that eliminates the material adverse tax consequence relating to the receipt by the Financial Accounting Standards Boarda Non-U.S. Member of Real Estate Proceeds.