Common use of Power and Authority of the Manager Clause in Contracts

Power and Authority of the Manager. Except as otherwise expressly provided in this Agreement, the power to direct the management, operation and policies of the Company shall be vested in the Manager. The Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Manager or the Company as it may deem appropriate. Without limiting the foregoing, the Manager shall also have the power at any time in its sole discretion to appoint a board of managers or directors of the Company and the Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such board as it may deem appropriate. If at any time the Manager delegates any or all of its rights and powers in accordance with this Section 5.1, any such delegate shall be entitled to all of the rights, and privileges of, and afforded the same protections as, the Manager as set forth in this Agreement, including, without limitation, those set forth in Sections 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, and 8.5. The Manager and its officers and directors shall constitute “managers” within the meaning of the Delaware Act. Except as otherwise specifically provided in this Agreement, no Member, by virtue of its status as such, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Manager with respect to the management of the business of the Company, on the one hand, and its officers and agents, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement, the Manager shall have full power and authority to do, and to direct its officers and agents to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company, to exercise all powers set forth in Section 2.6 and to effectuate the purposes set forth in Section 2.4. Without in any way limiting the foregoing, the Manager shall, either directly or by engaging its officers, Affiliates, agents or third parties, perform the following duties:

Power and Authority of the Manager. Except as otherwise expressly provided in this Agreement, the power to direct the management, operation and policies for those matters specifically requiring approval of the Company shall be vested Members as set forth in the Manager. The Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Manager or the Company as it may deem appropriate. Without limiting the foregoingSection 4.7(d), the Manager shall also have the power at any time in its sole discretion to appoint a board of managers or directors complete and exclusive control of the Company and management of the Manager shall have the power to delegate any or all of its rights and powers to manage and control the Company's business and affairs (including tax and accounting elections), and the Members shall have no right to participate in the management or the conduct of the Company Company's business and affairs nor any power or authority to such board as it may deem appropriate. If at any time the Manager delegates any act for, or all of its rights and powers in accordance with this Section 5.1, any such delegate shall be entitled to all of the rights, and privileges on behalf of, and afforded the same protections as, the Manager as set forth Company in this Agreement, including, without limitation, those set forth in Sections 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, and 8.5. The Manager and its officers and directors shall constitute “managers” within the meaning of the Delaware Actany respect whatsoever. Except as otherwise specifically provided in the Certificate of Formation, this AgreementAgreement or the Act, no Memberthe Manager shall have the right, by virtue power, and authority on behalf of the Company and in its name to exercise all of the rights, powers, and authority of the Company under the Act. The Manager shall direct, manage, and control the business of the Company to the best of its status as such, ability and shall have full and complete authority, power, and discretion to make any management power over and all decisions and to do any and all things that the Manager shall deem to be reasonably required to accomplish the business and affairs objectives of the Company. The Manager shall act in good faith and in a manner that the Manager reasonably believes to be in the best interests of the Company. In addition to, and not as a limitation upon, Section 5.6, but subject to Section 18-1011 of the Act, any loss or damage incurred by the Manager by reason of any act or omission performed or omitted by it or its agents and employees in good faith on behalf of the Company or actual or apparent authority and in a manner reasonably believed to enter into, execute or deliver contracts on behalf of, or to otherwise bind, be within the Company. Except as otherwise specifically provided in this Agreement, scope of the authority granted to it by this Agreement and functions in the best interests of the Company (but not, in any event, any loss or damage incurred by the Manager by reason of gross negligence, willful misconduct, fraud or any breach of his fiduciary duty as the Manager with respect to such acts or omissions) shall be paid from Company assets to the management extent available (but no Member shall have any personal liability to the Manager under any circumstances on account of any such loss or damage incurred by the Manager or on account of the business payment thereof). To the extent that the Act allows this Agreement to define the fiduciary standard of the CompanyManager, on the one hand, and its officers and agents, on the other hand, that standard shall be identical to met unless the authority and functions error or omission of the board of directors and officersManager constituted gross negligence, respectivelywillful misconduct, of a corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement, the Manager shall have full power and authority to do, and to direct its officers and agents to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company, to exercise all powers set forth in Section 2.6 and to effectuate the purposes set forth in Section 2.4. Without in any way limiting the foregoing, the Manager shall, either directly or by engaging its officers, Affiliates, agents or third parties, perform the following duties:fraud.

Power and Authority of the Manager. Except as otherwise expressly provided in this Agreement, the power to direct the management, operation and policies for those matters specifically requiring approval of the Company shall be vested Members as set forth in the Manager. The Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Manager or the Company as it may deem appropriate. Without limiting the foregoingSection 4.7(d), the Manager shall also have the power at any time in its sole discretion to appoint a board of managers or directors complete and exclusive control of the Company and management of the Manager shall have the power to delegate any or all of its rights and powers to manage and control the Company's business and affairs (including tax and accounting elections), and the Members shall have no right to participate in the management or the conduct of the Company Company's business and affairs nor any power or authority to such board as it may deem appropriate. If at any time the Manager delegates any act for, or all of its rights and powers in accordance with this Section 5.1, any such delegate shall be entitled to all of the rights, and privileges on behalf of, and afforded the same protections as, the Manager as set forth Company in this Agreement, including, without limitation, those set forth in Sections 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, and 8.5. The Manager and its officers and directors shall constitute “managers” within the meaning of the Delaware Actany respect whatsoever. Except as otherwise specifically provided in the Certificate of Formation, this AgreementAgreement or the Act, no Memberthe Manager shall have the right, by virtue power, and authority on behalf of the Company and in its name to exercise all of the rights, powers, and authority of the Company under the Act. The Manager shall direct, manage, and control the business of the Company to the best of its status as such, ability and shall have full and complete authority, power, and discretion to make any management power over and all decisions and to do any and all things that the Manager shall deem to be reasonably required to accomplish the business and objectives of the Company, including the Company’s business and affairs with the Trustee. The Manager shall act in good faith and in a manner that the Manager reasonably believes to be in the best interests of the Company. In addition to, and not as a limitation upon, Section 5.6, but subject to Section 18-1011 of the Act, any loss or damage incurred by the Manager by reason of any act or omission performed or omitted by it or its agents and employees in good faith on behalf of the Company or actual or apparent authority and in a manner reasonably believed to enter into, execute or deliver contracts on behalf of, or to otherwise bind, be within the Company. Except as otherwise specifically provided in this Agreement, scope of the authority granted to it by this Agreement and functions in the best interests of the Company (but not, in any event, any loss or damage incurred by the Manager by reason of gross negligence, willful misconduct, fraud or any breach of his fiduciary duty as the Manager with respect to such acts or omissions) shall be paid from Company assets to the management extent available (but no Member shall have any personal liability to the Manager under any circumstances on account of any such loss or damage incurred by the Manager or on account of the business payment thereof). To the extent that the Act allows this Agreement to define the fiduciary standard of the CompanyManager, on the one hand, and its officers and agents, on the other hand, that standard shall be identical to met unless the authority and functions error or omission of the board of directors and officersManager constituted gross negligence, respectivelywillful misconduct, of a corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement, the Manager shall have full power and authority to do, and to direct its officers and agents to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company, to exercise all powers set forth in Section 2.6 and to effectuate the purposes set forth in Section 2.4. Without in any way limiting the foregoing, the Manager shall, either directly or by engaging its officers, Affiliates, agents or third parties, perform the following duties:fraud.

Power and Authority of the Manager. Except as otherwise expressly provided in this Agreement, Management of the power to direct the management, operation business and policies affairs of the Company shall be vested in one or more Managers (the “Manager”). The Manager shall be Dopaco or its successor as determined by the Members. The Members may remove the Manager at any time. The Manager shall have the power to delegate any or all of its rights and powers and shall make all decisions affecting the Company in furtherance of the Company’s purposes, including, but not limited to, the following: (i) to manage appoint a President, one or more Vice Presidents, a Secretary, a Treasurer and control the business and affairs such other officers of the Company as the Manager deems appropriate to such officers, employees, Affiliates, agents carry out and representatives execute the decisions and instructions of the Manager or in the Company as it may deem appropriate. Without limiting the foregoing, the Manager shall also have the power at any time in its sole discretion day to appoint a board of managers or directors of the Company and the Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such board as it may deem appropriate. If at any time the Manager delegates any or all of its rights and powers in accordance with this Section 5.1, any such delegate shall be entitled to all of the rights, and privileges of, and afforded the same protections as, the Manager as set forth in this Agreement, including, without limitation, those set forth in Sections 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, and 8.5. The Manager and its officers and directors shall constitute “managers” within the meaning of the Delaware Act. Except as otherwise specifically provided in this Agreement, no Member, by virtue of its status as such, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Manager with respect to the management day operations of the business of the Company, on . Such officers shall have such duties and powers as are from time to time specified by the one hand, Manager and its officers and agents, on they may be removed by the other hand, shall be identical Manager at any time with or without cause; (ii) to the authority and functions retain all or any part of the board of directors and officers, respectively, of a corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement, Company’s assets as long as the Manager shall have full power and authority to dodeems advisable, and to direct its officers invest, reinvest and keep invested all or any part thereof, without being restricted in any way with respect to the type of assets retained or invested in or with respect to the portion of the assets devoted to any investment; (iii) to purchase, lease or otherwise acquire the ownership, use or benefit of assets, properties, rights or privileges, real or personal, tangible or intangible, of any kind or description, whether income producing or not; (iv) to sell, pledge, mortgage, lease without limit of time, exchange, or to grant options for the purchase, lease or exchange of any Company assets, on such terms and conditions as the Manager may determine; (v) to vote at any election or meeting of any corporation, partnership, limited liability company, joint venture or other entity, in person or by proxy, to appoint agents to do so in the place and instead of the Manager, and to exercise all things rights (including without limitation approval and on consent rights) that the Company may have with respect to such terms as it determines entity, whether pursuant to applicable law, governing documents, contracts or otherwise; (vi) to borrow money for any purpose that the Manager considers to be necessary for the benefit of the Company or appropriate to conduct facilitate its administration, and to mortgage or pledge Company assets to secure the business repayment thereof; (vii) to retain and pay a custodian, accountants, counsel, brokers and other agents and to incur any other expenses which are reasonably related to the operation of the Company; (viii) to establish a brokerage account, to exercise all powers set forth in Section 2.6 and to effectuate hold or register assets in the purposes set forth name of a broker, nominees, the nominees of their custodian or broker, or their agent or their agent’s custodian, or in Section 2.4. Without bearer form, without disclosing any Company or fiduciary relationship; and (ix) to invest in time deposits and savings accounts and to maintain banking accounts in any way limiting institutions determined by the foregoing, the Manager shall, either directly or by engaging its officers, Affiliates, agents or third parties, perform the following duties:Manager.

Power and Authority of the Manager. Except as otherwise expressly provided in this Agreement, the power to direct the management, operation and policies of the Company shall be vested in the Manager. The Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Manager or the Company as it may deem appropriate. Without limiting the foregoing, the Manager shall also have the power at any time in its sole discretion to appoint a board generality of managers or directors of the Company and the Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such board as it may deem appropriate. If at any time the Manager delegates any or all of its rights and powers in accordance with this Section 5.16.01, any such delegate shall be entitled to all of the rights, and privileges of, and afforded the same protections as, the Manager as set forth in this Agreement, including, without limitation, those set forth in Sections 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, and 8.5. The Manager and its officers and directors shall constitute “managers” within the meaning of the Delaware Act. Except as otherwise specifically provided in this Agreement, no Member, by virtue of its status as such, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. Except except as otherwise specifically provided in this Agreement, the authority Members hereby delegate to the Manager all necessary powers to manage and functions carry out the purposes, business, property and affairs of the Company, including, without limitation, the power to: (i) sell, exchange, lease, or otherwise dispose of any other property and assets owned by the Company, or any part thereof, or any interest therein; (ii) borrow money from any Person, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend, or change the terms of, or extend the time for the payment of any indebtedness or obligation of the Company, and secure such indebtedness by mortgage, deed of trust, pledge, security interest, or other lien on Company assets; (iii) ▇▇▇ on, defend, or compromise any and all claims or liabilities in favor of or against the Company, submit any or all such claims or liabilities to arbitration and confess a judgment against the Company in connection with any litigation in which the Company is involved; (iv) employ from time to time, at the expense of the Company, on such terms and for such compensation as the Manager may determine, Persons to render services to the Company, including without limitation, accountants, consultants, legal counsel, agents or other experts; (v) pay or cause to be paid all expenses, fees, charges, taxes, and liabilities incurred or arising in connection with business, affairs or management of the Company, including, without limitation, such expenses and charges for the services of the Company’s Officers, employees, accountants, attorneys, and other agents or independent contractors, and such other expenses and charges as the Manager deems necessary or advisable to incur; (vi) make all Company elections (including the determination whether to make an election) permitted under the Code and the Regulations; (vii) pay to the Members any and all fees, reimbursements and distributions permitted under the terms of this Agreement; (viii) invest Company funds in certificates of deposit, bank savings accounts, money market accounts and such other interest-bearing obligations as the Manager may determine, and deposit, withdraw, pay, retain and distribute such funds in any manner consistent with the provisions of this Agreement; (ix) purchase liability and other insurance to protect the Company’s property and business; (x) cause the Company to guarantee the debt obligations of Limited Brands, Inc., a Delaware corporation and the ultimate parent company of the Company, and its subsidiaries, and enter into guarantee or similar agreements with respect to such debt obligations; (xi) establish and maintain the books and records of the Company; (xii) select or vary the Company’s accounting methods and make decisions with respect to the management treatment of various Company transactions for state or federal income tax purposes or other financial purposes not specifically provided for in this Agreement; (xiii) enter into, make and perform such contracts, agreements and other undertakings as may be deemed necessary or advisable for the conduct of the business of the Company, and do any act or execute any instrument or other document on the one hand, and its officers and agents, on the other hand, shall be identical to the authority and functions behalf of the board of directors and officers, respectively, of a corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement, Company as the Manager shall have full power and authority to domay deem necessary, and to direct its officers and agents to do all things and on such terms as it determines to be necessary convenient, incidental or appropriate to conduct the furtherance of the business of the Company, ; and (xiv) take any and all actions on behalf of the Company that are required or permitted to exercise all powers set forth in Section 2.6 and to effectuate be taken by the purposes set forth in Section 2.4. Without in any way limiting the foregoing, the Manager shall, either directly or by engaging its officers, Affiliates, agents or third parties, perform the following duties:Company under this Agreement.

Power and Authority of the Manager. Except as otherwise expressly provided in this Agreement, the power to direct the management, operation and policies of the Company shall be vested in the Manager. The Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Manager or the Company as it may deem appropriate. Without limiting the foregoing, the Manager shall also have the power at any time in its sole discretion to appoint a board of managers or directors of the Company and the Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such board as it may deem appropriate. If at any time the Manager delegates any or all of its rights and powers in accordance with this Section 5.1, any such delegate shall be entitled to all of the rights, and privileges of, and afforded the same protections as, the Manager as set forth in this Agreement, including, without limitation, those set forth in Sections 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, and 8.5. The Manager and its officers and directors shall constitute “managers” within the meaning of the Delaware Act. Except as otherwise specifically provided in this Agreement, no Member, by virtue of its status as such, shall have any management power over the business and affairs of the Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement, the authority and functions of the Manager with respect to the management of the business of the Company, on the one hand, and its officers and agents, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to managers under the Delaware Act and to all other powers granted under any other provision of this Agreement, the Manager shall have full power and authority to do, and to direct its officers and agents to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Company, to exercise all powers set forth in Section 2.6 and to effectuate the purposes set forth in Section 2.4. Without in any way limiting the foregoing, the Manager shall, either directly or by engaging its officers, Affiliates, agents or third parties, perform the following duties: (a) Investment Advisory, Origination and Acquisition Services. The Manager shall: (i) approve and oversee the Company’s overall investment strategy, which will consist of elements such as investment selection criteria, diversification strategies and asset disposition strategies; (ii) serve as the Company’s investment and financial manager with respect to originating, investing in and managing a diversified portfolio of commercial real estate loans, preferred equity investments in commercial real estate and other select commercial real estate investments and real estate-related assets; (iii) approve and oversee the Company’s debt financing strategies; (iv) approve joint ventures, limited partnerships and other such relationships with third parties; (v) approve any potential liquidity transaction; (vi) obtain market research and economic and statistical data in connection with the Company’s investments and investment objectives and policies; (vii) oversee and conduct due diligence processes related to prospective investments; and (viii) negotiate and execute approved investments and other transactions.