Common use of Authority of Manager Clause in Contracts

Authority of Manager. (a) Pursuant to the terms of this Agreement (and subject to the restrictions included in Paragraphs (b) of this Section 4 and in Section 7 hereof), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Board hereby delegates to the Manager the authority to: (1) arrange for refinancing, or assess changes in the asset or capital structure of, and dispose of or otherwise deal with, Properties; (2) enter into leases and service contracts for Properties, and perform other property level operations; (3) oversee non-affiliated property managers and other non-affiliated Persons who perform services for the Company; (4) undertake accounting and other record-keeping functions at the Property level; and (5) perform its duties set forth in Section 3. (b) The Manager shall be authorized to perform the services contemplated by this Agreement with respect to Investment Assets other than Properties and Loans; provided, however, that if fees for such services will be different from the fees contemplated by Section 9 of this Agreement, such fees shall be approved in advance by a majority of the Independent Directors. (c) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction will be required for: (i) transactions that present issues which involve conflicts of interest for the Manager or an Affiliate (other than conflicts involving the payment of fees or the reimbursement of expenses); (ii) the lease of assets to the Sponsor, any Director, the Manager or any Affiliate of the Manager; (iii) any purchase or sale of an Investment Asset from or to the Manager or an Affiliate; and (iv) the retention of any Affiliate of the Manager to provide services to the Company not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Manager shall comply with any further approval requirements set forth in the Bylaws. (d) The Board may, at any time upon the giving of notice to the Manager, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Manager shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt by the Manager and shall not be applicable to transactions to which the Manager has committed the Company prior to the date of receipt by the Manager of such notification.

Authority of Manager. In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Trust Agreement, and except as limited, restricted or prohibited by the express provisions of this Trust Agreement or the Delaware Trust Statute, the Manager shall have and may exercise on the Trust’s behalf all powers and rights necessary, proper, convenient or advisable to effectuate and carry out the Trust’s purposes, business and objectives, and to manage the Trust, which shall include the following: (a) Pursuant to the terms of this Agreement (To enter into, execute, deliver and subject to the restrictions included in Paragraphs (b) of this Section 4 and in Section 7 hereof)maintain, and subject to cause the continuing Trust to perform its obligations under, contracts, agreements and exclusive authority any or all other documents and instruments, and to do and perform all such things as may be in furtherance of Trust purposes or necessary or appropriate for the offer and sale of the Board over Shares and the management conduct of the Company, the Board hereby delegates to the Manager the authority to: (1) arrange for refinancing, or assess changes in the asset or capital structure of, and dispose of or otherwise deal with, Properties; (2) enter into leases and service contracts for Properties, and perform other property level operations; (3) oversee non-affiliated property managers and other non-affiliated Persons who perform services for the Company; (4) undertake accounting and other record-keeping functions at the Property level; and (5) perform its duties set forth in Section 3.Trust activities; (b) The To establish, maintain, deposit into, sign checks and/or otherwise draw upon accounts on the Trust’s behalf with appropriate banking and savings institutions, brokers and dealers and futures commission merchants, and execute and/or accept any instrument or agreement incidental to the Trust’s business and in furtherance of its purposes, any such instrument or agreement so executed or accepted by the Manager in the Manager’s name shall be authorized to perform deemed executed and accepted on the services contemplated Trust’s behalf by this Agreement with respect to Investment Assets other than Properties and Loans; provided, however, that if fees for such services will be different from the fees contemplated by Section 9 of this Agreement, such fees shall be approved in advance by a majority of the Independent Directors.Manager; (c) The prior approval To deposit, withdraw, pay, retain and distribute the Trust Estate or any portion thereof in any manner consistent with the provisions of this Trust Agreement; (d) Subject to Section 4.4, to borrow and/or lend monies to, purchase, sell, borrow and/or lend the Trust Estate or any portion thereof, from and to Persons selected by the Manager; (e) To redeem, purchase or otherwise acquire any outstanding Shares; (f) To supervise the preparation and filing of the BoardRegistration Statement and the Prospectus, including a majority and supplements and amendments thereto; (g) To act as commodity pool operator and commodity trading advisor and to do any and all things necessary and advisable to carry out its duties as such; (h) To pay or authorize the payment of distributions to the Independent Directors Shareholders and a majority of the Directors not interested in the transaction will be required for: Trust’s expenses; (i) transactions that present issues which involve conflicts To determine the investment objectives, policies and strategies of interest the Trust and to select, hire and terminate investment advisers, commodity trading advisors and other agents to act as subadvisors and make investment decisions for the Trust; (j) To make any elections on the Trust’s behalf under the Code, or any other applicable U.S. federal or state tax law as the Manager shall determine to be in the Trust’s best interests; (k) To admit, in the Manager’s sole discretion, Affiliates or non-Affiliates of the Manager as additional managers; provided, that, notwithstanding the foregoing, (i) the Manager may not admit an Affiliate (other than conflicts involving of the payment Manager as an additional manager if the Manager has received notice of fees or its removal as the reimbursement of expensesManager pursuant to Section 8.3(c)(iii); , and (ii) the lease of assets to the Sponsor, any Director, the Manager or any Affiliate of the Manager; (iii) any purchase or sale of an Investment Asset from or to the Manager or an Affiliate; and (iv) the retention of any may not admit a non-Affiliate of the Manager to provide services to the Company as an additional manager if a Majority Vote is not expressly contemplated by this Agreement obtained (and the terms of such services by such Affiliate. In additionat any time that there is more than one Manager in office hereunder, the Managers unanimously shall adopt rules for their separate or collective exercise or performance of the rights and obligations of the Manager specified in this Trust Agreement, which rules shall comply with any further approval requirements be deemed incorporated in this Trust Agreement); (l) To accept and carry out the duty and authority to manage the Trust’s business and affairs, as vested in the Manager pursuant to Section 2.2; and (m) To appoint, for the express and limited purposes set forth in the Bylaws. (d) The Article V, an initial Board may, at any time upon the giving of notice Trustees with respect to the Manager, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Manager shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt by the Manager and shall not be applicable to transactions to which the Manager has committed the Company prior to the date of receipt by the Manager of such notificationTrust.

Authority of Manager. Subject to the TPH Member’s rights with respect to Major Decisions and the express provisions of this Agreement, the Manager shall have all the rights and powers permitted under the applicable provisions of the Act. Nothing herein contained shall impose any obligation on any Person or firm doing business with the Company to inquire as to whether or not the Manager has exceeded its authority in executing any contract, agreement, lease, mortgage, note, guaranty, loan agreement, pledge, security agreement or other evidence of indebtedness, deed, assignment, conveyance or other transfer instrument, or any other document or instrument of any kind or nature on behalf of the Company and any such Person shall be fully protected in relying upon such authority. Without limiting the generality of the foregoing but subject to the TPH Member’s rights with respect to Major Decisions and the express provisions of this Agreement, the Manager shall have the absolute power to (a) Pursuant sell, exchange, lease, convey, venture, mortgage, pledge, hypothecate, or otherwise deal in or with any and all of the Assets; to cause the terms Company to issue any guarantees; to borrow funds to finance the conduct of this Agreement Company activities, and in connection with such borrowing, to retain, hypothecate, mortgage, pledge or use so much of the revenues and other property (and subject to the restrictions included in Paragraphs (bwhether real or personal) of this Section 4 the Company as, in the Manager’s judgment, is necessary to satisfy the anticipated present and future obligations of the Company attributable to those activities; to repay, in whole or in part, refinance, recast, increase, modify or extend any mortgage or other secured or unsecured indebtedness, and in Section 7 hereof)connection therewith, to execute for and subject to the continuing and exclusive authority on behalf of the Board over Company any extensions, renewals or modifications of mortgages, pledges, security agreements or other evidences of indebtedness in lieu of such existing mortgages, pledges, security agreements or other evidences of indebtedness; to execute any and all other evidence or evidences of indebtedness; and to invest and reinvest any or all of the management Assets in such other property, whether real or personal, incident to or necessary for the operations of the Company, (b) cause the Board hereby delegates Company to the Manager the authority to: (1i) arrange for refinancingcause each Subsidiary Company to sell, or assess changes in the asset or capital structure ofexchange, and dispose of convey, venture, mortgage, pledge, hypothecate or otherwise deal within or with any and all of the assets of such Subsidiary Company (including, Properties; (2) enter into leases and service contracts for Propertieswithout limitation, and perform other property level operations; (3) oversee non-affiliated property managers and other non-affiliated Persons who perform services for the Company; (4) undertake accounting and other record-keeping functions at the Property level; and (5) perform its duties set forth in Section 3. (b) The Manager shall be authorized to perform the services contemplated owned by this Agreement with respect to Investment Assets other than Properties and Loans; provided, however, that if fees for such services will be different from the fees contemplated by Section 9 of this Agreement, such fees shall be approved in advance by a majority of the Independent Directors. (c) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction will be required for: (i) transactions that present issues which involve conflicts of interest for the Manager or an Affiliate (other than conflicts involving the payment of fees or the reimbursement of expensesSubsidiary Company); (ii) the lease of assets cause each Subsidiary Company to the Sponsorown, any Directorhold, the Manager finance, operate, manage, assign, transfer, operate, renovate, develop, redevelop, subdivide, improve, lease, hypothecate, pledge, sell, and otherwise deal with all or any Affiliate part of the ManagerProperty; (iii) cause each Subsidiary Company to borrow funds to finance the conduct of such Subsidiary Company’s activities, and in connection with such borrowing, cause such Subsidiary Company to retain, hypothecate, mortgage, pledge or use so much of the revenues and other property (whether real or personal) of such Subsidiary Company (including, without limitation, the Property) as, in the Manager’s judgment, is necessary to satisfy the anticipated present and future obligations of such Subsidiary Company attributable to those activities; (iv) cause each Subsidiary Company to repay, in whole or in part, refinance, recast, increase, modify or extend any purchase mortgage or sale other secured or unsecured indebtedness of such Subsidiary Company, and in connection therewith, to execute for and on behalf of the Company in its capacity as member, partner, managing member, manager, stockholder or beneficial owner of such Subsidiary Company any extensions, renewals or modifications (or consents thereto) of mortgages, pledges, security agreements or other evidences of indebtedness in lieu of such existing mortgages, pledges, security agreements or other evidences of indebtedness; (v) execute any and all other evidence or evidences of indebtedness of each Subsidiary Company in its capacity as member, partner, managing member, manager, stockholder or beneficial owner of each Subsidiary Company; and (vi) cause each Subsidiary Company to invest and reinvest any or all of the assets of such Subsidiary Company in such other property, whether real or personal, incident to or necessary for the operations of such Subsidiary Company, (c) cause the Company to comply with any tax law or undertaking with any tax authority, including, without limitation, to FATCA and (d) prepare, or cause the preparation of (including preparation by the TPH Member, the TPH Asset Manager, or any Third Party Property Manager) of an Investment Asset from or annual budget (the “Annual Budget”) and a business plan with respect to the Company and the Assets (the “Business Plan”), and approve such Annual Budget and Business Plan and any material modifications to such Annual Budget and Business Plan in its sole and absolute discretion (except to the extent any such modification would constitute a Major Decision hereunder). The initial Annual Budget and the initial Business Plan are attached as Schedule G hereto. Notwithstanding anything in this Agreement to the contrary, the TPH Member (and not the Manager or an Affiliatethe Investor Member) shall have the sole and exclusive right to manage, control and conduct the affairs of the Company with respect to the Paramus Property, the Paramus Property Owner and the Paramus Credit Agreement, and the TPH Member shall have the same decision making powers and control with respect to the Paramus Property, the Paramus Property Owner and the Paramus Credit Agreement as it would have had if the Investor Member had not become a Member of the Company and the Members hereunder had not amended and restated the Original Agreement; provided that, (x) the TPH Member shall be required to comply with all applicable terms and provisions of the Stock Purchase Agreement relating to the Paramus Property, and (ivy) the retention of any Affiliate of the Manager TPH Member shall cause all Paramus Net Sale Proceeds to provide services be remitted to the Company not expressly contemplated by this Agreement and distributed as “Available Cash” in accordance with Article VII hereof (and, for the avoidance of doubt, the TPH Member shall have no right to control or determine the timing or frequency of any such distributions of Paramus Net Sale Proceeds, notwithstanding its rights to make decisions with respect to the Paramus Property and the terms of such services by such AffiliateParamus Property Owner pursuant to this sentence). In additionThe TPH Member hereby expressly acknowledges and agrees that, notwithstanding the immediately preceding sentence, without the Investor Member’s prior written consent, the Manager TPH Member shall comply with not (I) make any further approval requirements set forth in the Bylaws. (d) The Board may, at any time upon the giving of notice to the Manager, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Manager shall henceforth comply with such material modification or revocationmaterial amendment to that certain purchase and sale agreement for the Paramus Property by and between the Paramus Property Owner, provided howeveras seller, that such modification and Islamic Education Foundation of NJ, as purchaser, or revocation shall be effective upon receipt by (II) dissolve the Manager and shall not be applicable to transactions to which the Manager has committed the Company prior to the date of receipt by the Manager of such notificationParamus Property Owner.

Authority of Manager. (a) Pursuant to the terms of this Agreement (and subject to the restrictions included in Paragraphs (b) of this Section 4 and in Section 7 hereof), and subject to the continuing and exclusive authority of the Board over the management of the CompanyCPA: 17, the Board hereby delegates to the Manager the authority to: (1) arrange for refinancing, or assess changes in the asset or capital structure of, and dispose of or otherwise deal with, Properties; (2) enter into leases and service contracts for Properties, and perform other property level operations; (3) oversee non-affiliated property managers and other non-affiliated Persons who perform services for the CompanyCPA: 17; (4) undertake accounting and other record-keeping functions at the Property level; and (5) perform its duties set forth in Section 3. (b) The Manager shall be authorized to perform the services contemplated by this Agreement with respect to Investment Assets Investments other than Properties and Loans; provided, however, that if fees for such services will be different from the fees contemplated by Section 9 of this Agreement, such fees shall be approved in advance by a majority of the Independent Directors. (c) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction will be required for: (i) transactions that present issues which involve conflicts of interest for the Manager or an Affiliate (other than conflicts involving the payment of fees or the reimbursement of expenses); (ii) the lease of assets to the Sponsor, any Director, the Manager or any Affiliate of the Manager; (iii) any purchase or sale of an Investment Asset from or to the Manager or an Affiliate; and (iv) the retention of any Affiliate of the Manager to provide services to the Company CPA: 17 not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Manager shall comply with any further approval requirements set forth in the Bylaws. (d) The Board may, at any time upon the giving of notice to the Manager, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Manager shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt by the Manager and shall not be applicable to transactions to which the Manager has committed the Company CPA: 17 prior to the date of receipt by the Manager of such notification.

Authority of Manager. (a) Pursuant to the terms of this Agreement (and subject to the restrictions included in Paragraphs (b) of this Section 4 and in Section 7 hereof), and subject to the continuing and exclusive authority of the Board over the management of the CompanyCPA: 18, the Board hereby delegates to the Manager the authority to: (1) arrange for refinancing, or assess changes in the asset or capital structure of, and dispose of or otherwise deal with, PropertiesInvestments; (2) enter into leases and service contracts for Properties, and perform other property level operations; (3) oversee non-affiliated property managers and other non-affiliated Persons who perform services for the CompanyCPA: 18; (4) undertake accounting and other record-keeping functions at the Property level; and (5) perform its duties set forth in Section 3. (b) The Manager shall be authorized to perform the services contemplated by this Agreement with respect to Investment Assets other than Properties and Loans; provided, however, that if fees for such services will be different from the fees contemplated by Section 9 of this Agreement, such fees shall be approved in advance by a majority of the Independent Directors. (c) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction will be required for: (i) Investments which are not contemplated by the terms of a Prospectus; (ii) transactions that present issues which involve potential conflicts of interest for the Manager or an Affiliate (other than potential conflicts involving the payment of fees or the reimbursement of expenses); (iiiii) the lease of assets to the Sponsor, any Director, the Manager or any Affiliate of the Manager; (iiiiv) any purchase or sale of an Investment Asset from or to the Manager or an Affiliate; and (ivv) the retention of any Affiliate of the Manager to provide services to the Company CPA: 18 not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Manager shall comply with any further approval requirements set forth in the Bylaws. (dc) The Board may, at any time upon the giving of notice to the Manager, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Manager shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt by the Manager and shall not be applicable to investment transactions to which the Manager has committed the Company CPA: 18 prior to the date of receipt by the Manager of such notification.

Authority of Manager. In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Trust Agreement, and except as limited, restricted or prohibited by the express provisions of this Trust Agreement or the Delaware Trust Statute, the Manager shall have and may exercise on the Trust’s behalf all authority, powers and rights necessary, proper, convenient or advisable to effectuate and carry out the Trust’s purposes, business and objectives, and to manage the Trust, which shall include the following: (a) Pursuant to the terms of this Agreement (To enter into, execute, deliver and subject to the restrictions included in Paragraphs (b) of this Section 4 and in Section 7 hereof)maintain, and subject to cause the continuing Trust to perform its obligations under, contracts, agreements and exclusive authority any or all other documents and instruments, and to do and perform all such things as may be in furtherance of Trust purposes or necessary or appropriate for the offer and sale of the Board over Shares and the management conduct of the Company, the Board hereby delegates to the Manager the authority to: (1) arrange for refinancing, or assess changes in the asset or capital structure of, and dispose of or otherwise deal with, Properties; (2) enter into leases and service contracts for Properties, and perform other property level operations; (3) oversee non-affiliated property managers and other non-affiliated Persons who perform services for the Company; (4) undertake accounting and other record-keeping functions at the Property level; and (5) perform its duties set forth in Section 3.Trust activities; (b) The To establish, maintain, deposit into, sign checks and/or otherwise draw upon accounts on the Trust’s behalf with appropriate banking and savings institutions, brokers and dealers and futures commission merchants, and execute and/or accept any instrument or agreement incidental to the Trust’s business and in furtherance of its purposes, any such instrument or agreement so executed or accepted by the Manager in the Manager’s name shall be authorized to perform deemed executed and accepted on the services contemplated Trust’s behalf by this Agreement with respect to Investment Assets other than Properties and Loans; provided, however, that if fees for such services will be different from the fees contemplated by Section 9 of this Agreement, such fees shall be approved in advance by a majority of the Independent Directors.Manager; (c) The prior approval To deposit, withdraw, pay, retain and distribute the Trust Estate or any portion thereof in any manner consistent with the provisions of this Trust Agreement; (d) Subject to Section 4.4, to borrow and/or lend monies to, purchase, sell, borrow and/or lend the Trust Estate or any portion thereof, from and to Persons selected by the Manager; (e) To redeem, purchase or otherwise acquire any outstanding Shares or Redemption Baskets; (f) To supervise the preparation and filing of the BoardRegistration Statement and the Prospectus, including a majority and supplements and amendments thereto; (g) To act as commodity pool operator and to do any and all things necessary and advisable to carry out its duties as such, including, but not limited to, the management and supervision of the Independent Directors Trust’s activities relating to commodity interests; (h) To pay or authorize the payment of distributions to the Shareholders and a majority of the Directors not interested in the transaction will be required for: Trust’s expenses; (i) transactions that present issues which involve conflicts To determine the investment objectives, policies and strategies of interest the Trust and to select, hire, monitor and terminate investment advisers, commodity trading advisors and other agents to act as subadvisors and make investment decisions for the Trust; (j) To make any elections on the Trust’s behalf under the Code, or any other applicable U.S. federal or state tax law as the Manager shall determine to be in the Trust’s best interests; (k) To admit, in the Manager’s sole discretion, Affiliates or an Affiliate (other than conflicts involving non-Affiliates of the payment of fees or Manager as additional managers; provided, that, notwithstanding the reimbursement of expenses); (ii) the lease of assets to the Sponsor, any Directorforegoing, the Manager or any Affiliate of the Manager; (iii) any purchase or sale of may not admit an Investment Asset from or to the Manager or an Affiliate; and (iv) the retention of any Affiliate of the Manager to provide services to the Company not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Manager shall comply with any further approval requirements set forth in the Bylaws. (d) The Board may, at any time upon the giving of notice to the Manager, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Manager shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt by the Manager and shall not be applicable to transactions to which as an additional manager if the Manager has committed received notice of its removal as the Company prior Manager pursuant to Section 9.3(d)(iii); (l) To select and employ service providers for the date of receipt Trust (except the Trust’s independent registered public accounting firm that must be retained by the Independent Committee in its capacity as the audit committee pursuant to Section 5.2(a), as required under the Listing Standards); (m) To provide, through itself or its agents, clerical, bookkeeping, transfer agency, custodial and other administrative services on behalf of the Trust (except the Trust’s registered public accounting firm); and (n) To accept and carry out the duty and authority to manage the Trust’s business and affairs, as vested in the Manager of such notificationpursuant to Section 2.2.

Authority of Manager. (a) Pursuant to the terms of this Agreement (and subject to the restrictions included in Paragraphs (b) of this Section 4 and in Section 7 hereof), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Board hereby delegates to the Manager the authority to: (1) arrange for refinancing, or assess changes in the asset or capital structure of, and dispose of or otherwise deal with, Properties; (2) enter into leases and service contracts for Properties, and perform other property level operations; (3) oversee non-affiliated property managers and other non-affiliated Persons who perform services for the Company; (4) undertake accounting and other record-keeping functions at the Property level; and (5) perform its duties set forth in Section 3. (b) The Manager shall be authorized to perform the services contemplated by this Agreement with respect to Investment Assets Investments other than Properties and Loans; provided, however, that if fees for such services will be different from the fees contemplated by Section 9 of this Agreement, such fees shall be approved in advance by a majority of the Independent Directors. (c) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction will be required for: (i) transactions that present issues which involve conflicts of interest for the Manager or an Affiliate (other than conflicts involving the payment of fees or the reimbursement of expenses); (ii) the lease of assets to the Sponsor, any Director, the Manager or any Affiliate of the Manager; (iii) any purchase or sale of an Investment Asset from or to the Manager or an Affiliate; and (iv) the retention of any Affiliate of the Manager to provide services to the Company not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Manager shall comply with any further approval requirements set forth in the Bylaws. (d) The Board may, at any time upon the giving of notice to the Manager, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Manager shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt by the Manager and shall not be applicable to transactions to which the Manager has committed the Company prior to the date of receipt by the Manager of such notification.

Authority of Manager. (a) Pursuant On and after the Management Commencement Date, the Manager shall have the exclusive authority and duty to direct, supervise, manage and operate the terms Hotels in an efficient and economical manner and to determine the programs and policies to be followed in connection therewith, all in accordance with the provisions of this Agreement and the approved Annual Business Plan (and subject or the Annual Business Plan being used pursuant to Section 8.2 hereof). Subject to the restrictions included in Paragraphs (b) provisions of this Agreement, Manager shall have the discretion and absolute control in all matters relating to the management and operation of the Hotels. Without limiting the generality of the foregoing, Manager shall have the authority and duty to: A. Subject to Section 4 3.3 hereof, recruit, employ, relocate, pay, supervise, and discharge all employees and personnel necessary for the operation of the Hotels. Included in the foregoing shall be the determination of all personnel policies. B. Establish all prices, price schedules, rates and rate schedules, rents, lease charges, and concession charges, all within the parameters of the approved Annual Business Plan (or the Annual Business Plan being used pursuant to Section 7 8.2 hereof); provided, "trade-outs" in excess of one thousand dollars ($1,000) per hotel per Accounting Period shall be approved by Lessee. C. Subject to Section 12.2(B) hereof, administer leases, license and subject to the continuing and exclusive authority of the Board over the management of the Company, the Board hereby delegates to the Manager the authority to: (1) arrange concession agreements for refinancing, or assess changes in the asset or capital structure of, and dispose of or otherwise deal with, Properties; (2) enter into leases and service contracts for Properties, and perform other property level operations; (3) oversee non-affiliated property managers and other non-affiliated Persons who perform services for the Company; (4) undertake accounting and other record-keeping functions all public space at the Property level; Hotels, including all stores, office space and (5) perform its duties set forth in Section 3. (b) The Manager lobby space. All such leases, licenses or concessions shall be authorized to perform the services contemplated in Lessee's name and may be executed by this Agreement with respect to Investment Assets other than Properties and LoansManager on Lessee's behalf; provided, however, that if fees any such lease, license or concession for such services will be different from the fees contemplated by Section 9 a term in excess of this Agreement, such fees one (1) year shall be approved in advance by a majority of the Independent Directors. (c) The prior Lessee, which approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction will be required for: (i) transactions that present issues which involve conflicts of interest for the Manager or an Affiliate (other than conflicts involving the payment of fees or the reimbursement of expenses); (ii) the lease of assets to the Sponsor, any Director, the Manager or any Affiliate of the Manager; (iii) any purchase or sale of an Investment Asset from or to the Manager or an Affiliate; and (iv) the retention of any Affiliate of the Manager to provide services to the Company not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Manager shall comply with any further approval requirements set forth in the Bylaws. (d) The Board may, at any time upon the giving of notice to the Manager, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Manager shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt by the Manager and shall not be applicable to transactions to unreasonably withheld or delayed. D. Negotiate and enter into, on behalf of the Lessee, service contracts and licenses required in the ordinary course of business in operating the Hotels provided, however, any contract for a term in excess of one (1) year shall be approved by Lessee, which the Manager has committed the Company prior to the date of receipt by the Manager of such notificationapproval shall not be unreasonably withheld or delayed.

Authority of Manager. In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Trust Agreement, and except as limited, restricted or prohibited by the express provisions of this Trust Agreement or the Delaware Trust Statute, the Manager shall have and may exercise on the Trust’s behalf all authority, powers and rights necessary, proper, convenient or advisable to effectuate and carry out the Trust’s purposes, business and objectives, and to manage the Trust, which shall include the following: (a) Pursuant to the terms of this Agreement (To enter into, execute, deliver and subject to the restrictions included in Paragraphs (b) of this Section 4 and in Section 7 hereof)maintain, and subject to cause the continuing Trust to perform its obligations under, contracts, agreements and exclusive authority any or all other documents and instruments, and to do and perform all such things as may be in furtherance of Trust purposes or necessary or appropriate for the offer and sale of the Board over Shares and the management conduct of the Company, the Board hereby delegates to the Manager the authority to: (1) arrange for refinancing, or assess changes in the asset or capital structure of, and dispose of or otherwise deal with, Properties; (2) enter into leases and service contracts for Properties, and perform other property level operations; (3) oversee non-affiliated property managers and other non-affiliated Persons who perform services for the Company; (4) undertake accounting and other record-keeping functions at the Property level; and (5) perform its duties set forth in Section 3.Trust activities; (b) The To establish, maintain, deposit into, sign checks and/or otherwise draw upon accounts on the Trust’s behalf with appropriate banking and savings institutions, brokers and dealers and futures commission merchants, and execute and/or accept any instrument or agreement incidental to the Trust’s business and in furtherance of its purposes, any such instrument or agreement so executed or accepted by the Manager in the Manager’s name shall be authorized to perform deemed executed and accepted on the services contemplated Trust’s behalf by this Agreement with respect to Investment Assets other than Properties and Loans; provided, however, that if fees for such services will be different from the fees contemplated by Section 9 of this Agreement, such fees shall be approved in advance by a majority of the Independent Directors.Manager; (c) The prior approval To deposit, withdraw, pay, retain and distribute the Trust Estate or any portion thereof in any manner consistent with the provisions of this Trust Agreement; (d) Subject to Section 4.4, to borrow and/or lend monies to, purchase, sell, borrow and/or lend the Trust Estate or any portion thereof, from and to Persons selected by the Manager; (e) To redeem, purchase or otherwise acquire any outstanding Shares; (f) To supervise the preparation and filing of the BoardRegistration Statement and the Prospectus, including a majority and supplements and amendments thereto; (g) To act as commodity pool operator and commodity trading advisor and to do any and all things necessary and advisable to carry out its duties as such, including, but not limited to, the management and supervision of the Independent Directors Trust’s activities relating to commodity interests; (h) To pay or authorize the payment of distributions to the Shareholders and a majority of the Directors not interested in the transaction will be required for: Trust’s expenses; (i) transactions that present issues which involve conflicts To determine the investment objectives, policies and strategies of interest the Trust and to select, hire, monitor and terminate investment advisers, commodity trading advisors and other agents to act as subadvisors and make investment decisions for the Trust; (j) To make any elections on the Trust’s behalf under the Code, or any other applicable U.S. federal or state tax law as the Manager shall determine to be in the Trust’s best interests; (k) To admit, in the Manager’s sole discretion, Affiliates or an Affiliate (other than conflicts involving non-Affiliates of the payment of fees or Manager as additional managers; provided, that, notwithstanding the reimbursement of expenses); (ii) the lease of assets to the Sponsor, any Directorforegoing, the Manager or any Affiliate of the Manager; (iii) any purchase or sale of may not admit an Investment Asset from or to the Manager or an Affiliate; and (iv) the retention of any Affiliate of the Manager to provide services to the Company not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Manager shall comply with any further approval requirements set forth in the Bylaws. (d) The Board may, at any time upon the giving of notice to the Manager, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Manager shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt by the Manager and shall not be applicable to transactions to which as an additional manager if the Manager has committed received notice of its removal as the Company prior Manager pursuant to Section 8.3(c)(iii); (l) To select underwriters for offerings of Shares in the date of receipt Trust; (m) To market Shares and solicit investors; (n) To select and employ service providers for the Trust (except the Trust’s registered public accounting firm that must be retained by the Independent Committee in its capacity as the audit committee pursuant to Section 5.2(a) hereto, as required under the Listing Standards); (o) To provide, through the itself or its agents, clerical, bookkeeping, transfer agency, custodial and other administrative services on behalf of the Trust (except the Trust’s registered public accounting firm); and (p) To accept and carry out the duty and authority to manage the Trust’s business and affairs, as vested in the Manager of such notificationpursuant to Section 2.2.

Authority of Manager. (a) Pursuant to the terms of this Agreement (and subject to the restrictions included in Paragraphs Paragraph (b) of this Section 4 and in Section 7 hereof), and subject to the continuing and exclusive authority of the Board over the management of the CompanyCPA: 18, the Board hereby delegates to the Manager the authority to: (1) arrange for refinancing, or assess changes in the asset or capital structure of, and dispose of or otherwise deal with, PropertiesInvestments; (2) enter into leases and service contracts for Properties, and perform other property level operations; (3) oversee non-affiliated property managers and other non-affiliated Persons who perform services for the CompanyCPA: 18; (4) undertake accounting and other record-keeping functions at the Property level; and (5) perform its duties set forth in Section 3. (b) The Manager shall be authorized to perform the services contemplated by this Agreement with respect to Investment Assets other than Properties and Loans; provided, however, that if fees for such services will be different from the fees contemplated by Section 9 of this Agreement, such fees shall be approved in advance by a majority of the Independent Directors. (c) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction will be required for: (i) Investments which are not contemplated by the terms of a Prospectus; (ii) transactions that present issues which involve potential conflicts of interest for the Manager or an Affiliate (other than potential conflicts involving the payment of fees or the reimbursement of expenses); (iiiii) the lease of assets to the Sponsor, any Director, the Manager or any Affiliate of the Manager; (iiiiv) any purchase or sale of an Investment Asset from or to the Manager or an Affiliate; and (ivv) the retention of any Affiliate of the Manager to provide services to the Company CPA: 18 not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Manager shall comply with any further approval requirements set forth in the Bylaws. (dc) The Board may, at any time upon the giving of notice to the Manager, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Manager shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt by the Manager and shall not be applicable to investment transactions to which the Manager has committed the Company CPA: 18 prior to the date of receipt by the Manager of such notification.

Authority of Manager. (a) Pursuant to The management of the terms of this Agreement (and subject to Company shall be vested exclusively in the restrictions included in Paragraphs (b) of this Section 4 and in Section 7 hereof)Manager, and subject to the continuing rights expressly granted to the Members under other provisions of this Agreement, the Manager shall have the exclusive right, authority, and exclusive authority of responsibility to manage and control the Board over business, affairs and the management day-to-day operations of the Company, the Board hereby delegates and to make all decisions with respect thereto. Pursuant to this Article VII and subject to the other provisions of this Agreement, the Manager shall have all of the authority to: (1) arrange for refinancing, or assess changes rights and powers of a "manager" as provided in the asset or capital structure of, Act and dispose of or as otherwise deal with, Properties; (2) enter into leases and service contracts for Properties, and perform other property level operations; (3) oversee non-affiliated property managers and other non-affiliated Persons who perform services for the Company; (4) undertake accounting and other record-keeping functions at the Property level; and (5) perform its duties set forth in Section 3provided by law. (b) The Without in any way limiting the general powers and authority of the Manager, the Manager shall be authorized have the exclusive right, power and authority, on behalf of the Company and in its name, to: (1) Acquire, purchase, hold, exercise, operate, lease and manage the business property of the Company and to perform the services contemplated by this Agreement contract for and enter into agreements with others with respect to Investment Assets the acquisition, purchase, holding, exercise, operation, leasing and management of such business property; (2) To execute and deliver, in furtherance of any or all of the purposes of the Company, any deed, lease, mortgage, security agreement, note, bill of sale, contract or other than Properties xxxxrument purporting to convey, exchange, sell or encumber all or any part of the business property or any interest therein of the Company; (3) To execute and Loans; provideddeliver any and all agreements, howevercontracts, that if fees documents, certifications, and instruments necessary or convenient in connection with the ordinary conduct of the business and affairs of the Company and to give such receipts, releases and discharges with respect to all of the foregoing and all matters incident thereto; (4) To draw on the NN and GBC lines of credit as provided in section 3.3; (5) To deposit or invest Company funds in such interest-bearing or non-interest bearing investments or accounts at a federally insured bank as the Manager deems advisable to the extent such funds are not then required for such services will Company operations and are not required to be different from the fees contemplated by Section 9 of distributed pursuant to this Agreement, such fees shall be approved in advance by a majority ; (6) To the extent that the funds of the Independent DirectorsCompany are available therefor, to pay (or prepay) all debts and other obligations of the Company; and (7) To supervise the operation, maintenance, manufacture, management and repair of the business property, including hiring, coordinating the services of, supervising the performance of, and terminating employees, independent contractors and other persons necessary or appropriate to carry out the business and purposes of the Company. (c) The prior approval of Any person dealing with the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction will be required for: (i) transactions that present issues which involve conflicts of interest for Company or the Manager or an Affiliate may rely upon a certificate signed by the Manager, thereunto duly authorized, as to: (other than conflicts involving the payment 1) The identity of fees or the reimbursement of expenses); (ii) the lease of assets to the Sponsor, any Director, the Manager or any Affiliate Member; (2) The existence or non-existence of the Manager; (iii) any purchase or sale of an Investment Asset from or fact which may constitute a condition precedent to acts by the Manager or an Affiliate; and (iv) any Member or in any other matter germane to the retention of any Affiliate affairs of the Manager to provide services to the Company not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Manager shall comply with any further approval requirements set forth in the Bylaws.Company; (d3) The Board may, at persons who are authorized to execute and deliver any time upon instrument or document of the giving of notice Company; or (4) Any act or failure to the Manager, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Manager shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt act by the Manager and shall not be applicable to transactions to which the Manager has committed the Company prior to the date of receipt by the Manager of such notificationCompany.

Authority of Manager. (a) Pursuant to the terms of this Agreement (and subject to the restrictions included in Paragraphs paragraph (b) of this Section 4 and in Section 7 hereof), and subject to the continuing and exclusive authority of the Board over the management of the CompanyCPA: 17, the Board hereby delegates to the Manager the authority to: (1) arrange for refinancing, or assess changes in the asset or capital structure of, and dispose of or otherwise deal with, Properties; (2) enter into leases and service contracts for Properties, and perform other property level operations; (3) oversee non-affiliated property managers and other non-affiliated Persons who perform services for the CompanyCPA: 17; (4) undertake accounting and other record-keeping functions at the Property level; and (5) perform its duties set forth in Section 3. (b) The Manager shall be authorized to perform the services contemplated by this Agreement with respect to Investment Assets Investments other than Properties and Loans; provided, however, that if fees for such services will be different from the fees contemplated by Section 9 of this Agreement, such fees shall be approved in advance by a majority of the Independent Directors. (c) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction will be required for: (i) transactions that present issues which involve conflicts of interest for the Manager or an Affiliate (other than conflicts involving the payment of fees or the reimbursement of expenses); (ii) the lease of assets to the Sponsor, any Director, the Manager or any Affiliate of the Manager; (iii) any purchase or sale of an Investment Asset from or to the Manager or an Affiliate; and (iv) the retention of any Affiliate of the Manager to provide services to the Company CPA: 17 not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Manager shall comply with any further approval requirements set forth in the Bylaws. (d) The Board may, at any time upon the giving of notice to the Manager, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Manager shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt by the Manager and shall not be applicable to transactions to which the Manager has committed the Company CPA: 17 prior to the date of receipt by the Manager of such notification.

Authority of Manager. To carry out its duties under this Agreement, Manager shall have the authority to do the following, subject to the provisions of Sections 5 and 6 of this Agreement: (a) Pursuant to the terms of this Agreement (invest and subject to the restrictions included in Paragraphs (b) of this Section 4 and in Section 7 hereof), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Board hereby delegates to the Manager the authority to: (1) arrange for refinancing, or assess changes in the asset or capital structure of, and dispose of or otherwise deal with, Properties; (2) enter into leases and service contracts for Properties, and perform other property level operations; (3) oversee non-affiliated property managers and other non-affiliated Persons who perform services for the Company; (4) undertake accounting and other record-keeping functions at the Property level; and (5) perform its duties set forth in Section 3.reinvest Assets; (b) The Manager shall be authorized to perform the services contemplated by this Agreement with respect to Investment Assets other than Properties purchase and Loans; provided, however, that if fees for such services will be different from the fees contemplated by Section 9 of this Agreement, such fees shall be approved in advance by a majority of the Independent Directors.sell Assets; (c) The prior approval of the Board, including a majority of the Independent Directors and a majority of the Directors not interested in the transaction will be required for: (i) transactions that present issues which involve conflicts of interest to arrange for the Manager or an Affiliate (other than conflicts involving the delivery of and payment of fees or the reimbursement of expenses); (ii) the lease of assets to the Sponsor, for any Director, the Manager or any Affiliate of the Manager; (iii) any purchase or sale of an Investment Asset from or to the Manager or an Affiliate; Assets bought and (iv) the retention of any Affiliate of the Manager to provide services to the Company not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Manager shall comply with any further approval requirements set forth in the Bylaws.sold; (d) The Board to use and obtain the assistance and services of such brokers, dealers, investment bankers, underwriters and other firms, enterprises and services (collectively, "Brokers") as Manager shall designate or select. Manager may, at any time upon the giving of notice to the Manager, modify or revoke the authority set forth in this Section 4. If and to the extent not prohibited by law, select Brokers to effect transactions for the Board so modifies Account in recognition of the value of brokerage, research and other services provided by Brokers to Manager and its affiliates, and cause the Account to pay compensation to a Broker providing such services in excess of the compensation that another Broker would have charged for effecting the transaction; (e) with the prior written consent of NEMLICO, to retain outside counsel of a stature satisfactory to NEMLICO, and to supervise such counsel in connection with transactions, regulatory matters, litigation and legislation relating to the Assets being managed. Manager shall keep NEMLICO reasonably informed as to matters referred to outside counsel, and shall consult with NEMLICO as to such representation with respect to developments deemed of significance to NEMLICO or revokes otherwise as requested by NEMLICO; (f) to appoint, supervise and manage property managers for each individual asset requiring such management; (g) to act on behalf of NEMLICO and the authority contained hereinSubsidiaries with respect to joint ventures or partnerships included in the Assets and generally supervise and manage all such joint venture and partnership situations; (h) in accordance with applicable procedures and policies, to execute on behalf of NEMLICO and the Subsidiaries all documents, instruments or other agreements of any type relating to the activities related to the Assets which Manager is authorized hereunder to do; (i) to supervise the acquisition and maintenance of appropriate insurance coverage for the Assets; and (j) to supervise the timely payment of all taxes and assessments levied against the Assets and, if appropriate, initiate protest actions for abatements, requests for re-appraisals and the like; and (k) to service the Assets, including, without limitation, waiving, modifying or consenting to changes in the terms of an Asset, the Manager shall henceforth comply with such modification obligor thereunder, or revocationthe security therefor; executing instruments of cancellation, provided however, that such modification and partial or revocation shall be effective upon receipt by full release of documents evidencing an Asset; implementing the Manager terms of and shall not be applicable exercising available remedies pursuant to transactions agreements relating to which Assets; and taking any action necessary or advisable to protect the Manager has committed the Company prior to the date of receipt by the Manager of such notificationAssets.

Authority of Manager. In addition to and not in limitation of any rights and powers conferred by law or other provisions of this Trust Agreement, and except as limited, restricted or prohibited by the express provisions of this Trust Agreement or the Delaware Trust Statute, the Manager shall have and may exercise on the Trust’s behalf all authority, powers and rights necessary, proper, convenient or advisable to effectuate and carry out the Trust’s purposes, business and objectives, and to manage the Trust, which shall include the following: (a) Pursuant to the terms of this Agreement (To enter into, execute, deliver and subject to the restrictions included in Paragraphs (b) of this Section 4 and in Section 7 hereof)maintain, and subject to cause the continuing Trust to perform its obligations under, contracts, agreements and exclusive authority any or all other documents and instruments, and to do and perform all such things as may be in furtherance of Trust purposes or necessary or appropriate for the offer and sale of the Board over Shares and the management conduct of the Company, the Board hereby delegates to the Manager the authority to: (1) arrange for refinancing, or assess changes in the asset or capital structure of, and dispose of or otherwise deal with, Properties; (2) enter into leases and service contracts for Properties, and perform other property level operations; (3) oversee non-affiliated property managers and other non-affiliated Persons who perform services for the Company; (4) undertake accounting and other record-keeping functions at the Property level; and (5) perform its duties set forth in Section 3.Trust activities; (b) The To establish, maintain, deposit into, sign checks and/or otherwise draw upon accounts on the Trust’s behalf with appropriate banking and savings institutions, brokers and dealers and futures commission merchants, and execute and/or accept any instrument or agreement incidental to the Trust’s business and in furtherance of its purposes, any such instrument or agreement so executed or accepted by the Manager in the Manager’s name shall be authorized to perform deemed executed and accepted on the services contemplated Trust’s behalf by this Agreement with respect to Investment Assets other than Properties and Loans; provided, however, that if fees for such services will be different from the fees contemplated by Section 9 of this Agreement, such fees shall be approved in advance by a majority of the Independent Directors.Manager; (c) The prior approval To deposit, withdraw, pay, retain and distribute the Trust Estate or any portion thereof in any manner consistent with the provisions of this Trust Agreement; (d) Subject to Section 4.4, to borrow and/or lend monies to, purchase, sell, borrow and/or lend the Trust Estate or any portion thereof, from and to Persons selected by the Manager; (e) To redeem, purchase or otherwise acquire any outstanding Shares; (f) To supervise the preparation and filing of the BoardRegistration Statement and the Prospectus, including a majority and supplements and amendments thereto; (g) To act as commodity pool operator and commodity trading advisor and to do any and all things necessary and advisable to carry out its duties as such, including, but not limited to, the management and supervision of the Independent Directors Trust’s activities relating to commodity interests; (h) To pay or authorize the payment of distributions to the Shareholders and a majority of the Directors not interested in the transaction will be required for: Trust’s expenses; (i) transactions that present issues which involve conflicts To determine the investment objectives, policies and strategies of interest the Trust and to select, hire, monitor and terminate investment advisers, commodity trading advisors and other agents to act as subadvisors and make investment decisions for the Trust; (j) To make any elections on the Trust’s behalf under the Code, or any other applicable U.S. federal or state tax law as the Manager shall determine to be in the Trust’s best interests; (k) To admit, in the Manager’s sole discretion, Affiliates or an Affiliate (other than conflicts involving non-Affiliates of the payment of fees or Manager as additional managers; provided, that, notwithstanding the reimbursement of expenses); (ii) the lease of assets to the Sponsor, any Directorforegoing, the Manager or any Affiliate of the Manager; (iii) any purchase or sale of may not admit an Investment Asset from or to the Manager or an Affiliate; and (iv) the retention of any Affiliate of the Manager to provide services to the Company not expressly contemplated by this Agreement and the terms of such services by such Affiliate. In addition, the Manager shall comply with any further approval requirements set forth in the Bylaws. (d) The Board may, at any time upon the giving of notice to the Manager, modify or revoke the authority set forth in this Section 4. If and to the extent the Board so modifies or revokes the authority contained herein, the Manager shall henceforth comply with such modification or revocation, provided however, that such modification or revocation shall be effective upon receipt by the Manager and shall not be applicable to transactions to which as an additional manager if the Manager has committed received notice of its removal as the Company prior Manager pursuant to Section 8.3(c)(iii); (l) To select underwriters for offerings of Shares in the date of receipt Trust; (m) To market Shares and solicit investors; (n) To select and employ service providers for the Trust (except the Trust’s registered public accounting firm that must be retained by the Independent Committee in its capacity as the audit committee pursuant to Section 5.2(a) hereto, as required under the Listing Standards); (o) To provide, through itself or its agents, clerical, bookkeeping, transfer agency, custodial and other administrative services on behalf of the Trust (except the Trust’s registered public accounting firm); and (p) To accept and carry out the duty and authority to manage the Trust’s business and affairs, as vested in the Manager of such notificationpursuant to Section 2.2.