Common use of Authority of the Manager Clause in Contracts

Authority of the Manager. In connection with its obligations hereunder, the Manager shall have the authority for and in the name of the Company, subject to Section 5 (Policies of the Company) and Section 11 (Investments), to: (a) invest the Company’s assets, through RP Holdings or any other Subsidiary; (b) direct the formulation of investment policies and strategies for the Company, and select and approve the investment of Company funds, all in accordance with the provisions and limitations of this Agreement; (c) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts; (d) hire for usual and customary payments and expenses consultants, brokers, attorneys, accountants and such other agents for the Company as it may deem necessary or advisable, and authorize any such agent to act for and on behalf of the Company; (e) enter into, execute, maintain and/or terminate contracts, undertakings, agreements and any and all other documents and instruments in the name of the Company and do or perform all such things as may be necessary or advisable in furtherance of the Company’s powers, objects or purposes or to the conduct of the Company’s activities, including entering into acquisition agreements to make or dispose of investments (or consenting or authorizing any Subsidiary to do the same) which agreements may include such representations, warranties, covenants, indemnities and guaranties as the Manager deems necessary or advisable; (f) make, in its sole discretion, any and all elections for U.S. federal, state, local and foreign tax matters; (g) manage, acquire or dispose of investments for the Company as permitted hereunder and under the Organizational Documents; (h) vote, in its sole discretion, any shares, units or interests of any Subsidiary held by the Company or otherwise authorize, approve or adopt any matter presented to the holders of shares, units or interests of any Subsidiary held by the Company; (i) engage attorneys, independent accountants, other service providers, investment banks, accountants and other advisers and such other Persons as the Manager may deem necessary or advisable; (j) provide service providers and advisers to the Company, with such information and instructions as may be necessary to enable such service providers and advisers to perform their duties in accordance with the applicable agreements; (k) authorize any partner, member, employee or other agent of the Manager or its Affiliates or other agent of the Company to act for and on behalf of the Company in all matters incidental to the foregoing; and (l) do any and all acts on behalf of the Company as the Manager may deem necessary or advisable in connection with the maintenance and administration of the Company, and exercise all rights of the Company, with respect to their interest in any Person, including the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of proceedings and other like or similar matters. The Company hereby appoints the Manager as its attorney-in-fact to act in the Company’s name, place and stead on behalf of the Company in any and all matters relating to the investment of the cash and other assets of the Company and to sign, execute and deliver any and every conceivable right (including, without limitation, any contract, agreement, instrument, consent, notice or acknowledgement) and to do all other acts and things and take any and every act or action, in each case in the Company’s name and on the Company’s behalf, which the Manager in its sole discretion deems necessary or otherwise appropriate in the performance of its duties under this Agreement. The power of attorney hereby granted by the Company to the Manager pursuant to this Section shall remain in force during the continuance of this Agreement and all acts done and documents signed or executed by the Manager in good faith in the purported exercise of any authority conferred by or purport to this power of attorney shall for all purposes be valid and binding on the Manager.

Authority of the Manager. In connection with its obligations hereunder, the Manager shall have the authority for and in the name of the CompanyICAV, subject to Section 5 8 (Policies of the CompanyICAV) and Section 11 14 (Investments), to: (a) invest the CompanyICAV’s assets, including investments through RP Holdings RPI 2019 Intermediate Finance Trust or any other Subsidiary; (b) direct the formulation of investment policies and strategies for the CompanyICAV, and select and approve the investment of Company ICAV funds, all in accordance with the provisions and limitations of this AgreementAgreement and make all decisions concerning the investigation, solicitation, negotiation, structuring, commitment to, monitoring of and disposition of Portfolio Investments; (c) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts; (d) hire for usual and customary payments and expenses consultants, brokers, attorneys, accountants and such other agents for the Company ICAV as it may deem necessary or advisable, and authorize any such agent to act for and on behalf of the CompanyICAV; (e) enter into, execute, maintain and/or terminate contracts, undertakings, agreements and any and all other documents and instruments in the name of the Company ICAV and do or perform all such things as may be necessary or advisable in furtherance of the CompanyICAV’s powers, objects or purposes or to the conduct of the CompanyICAV’s activities, including entering into acquisition agreements to make or dispose of investments Portfolio Investments (or consenting or authorizing any Subsidiary to do the same) which agreements may include such representations, warranties, covenants, indemnities and guaranties as the Manager deems necessary or advisable; (f) make, in its sole discretion, any and all elections for U.S. federal, state, local and foreign tax matters, including an election to adjust the basis of ICAV property pursuant to Section 734(b), 743(b) and 754 of the Code or comparable provisions of state, local or foreign law; (g) manage, acquire or dispose of investments Portfolio Investments for the Company ICAV as permitted hereunder and under the Organizational Documents; (h) promptly give full and adequate instructions to the Depositary as to deliveries of Portfolio Investments and payments of cash for the account of the ICAV provided that such instructions shall reflect the prevailing practice of the applicable market in relation to delivery of Portfolio Investments and payments of cash; (i) vote, in its sole discretion, any shares, units or interests of any Subsidiary held by the Company ICAV (or to advise the Depositary in relation thereto) where such interests are held in its name or otherwise authorize, approve or adopt any matter presented to the holders of shares, units or interests of any Subsidiary held by the CompanyICAV; (ij) engage attorneys, independent accountants, other service providers, investment banks, accountants and other advisers and such other Persons as the Manager may deem necessary or advisable; (jk) provide service providers and advisers to the CompanyICAV, with such information and instructions as may be necessary to enable such service providers and advisers to perform their duties in accordance with the applicable agreements; (kl) advise the ICAV upon the availability and appropriate source of funds to be utilized by the ICAV in making distributions to Shareholders; (m) monitor the investment policy of the ICAV and propose to the ICAV any changes thereto which it considers necessary or desirable; (n) subject to Section 7 (Delegation) authorize any partner, member, employee or other agent of the Manager or its Affiliates or other agent of the Company ICAV to act for and on behalf of the Company ICAV in all matters incidental to the foregoing; and (lo) do any and all acts on behalf of the Company ICAV as the Manager may deem necessary or advisable in connection with the maintenance and administration of the CompanyICAV, and exercise all rights of the CompanyICAV, with respect to their interest in any Person, including the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of proceedings and other like or similar matters. In selecting brokers to make purchases and sales on behalf of the ICAV, the Manager shall select those brokers who provide best execution to the ICAV. In determining what constitutes best execution, the Manager shall consider the best price available in the market, exclusive of any charges but taking account of any other exceptional circumstances such as counterparty risk, order size or client instructions. In managing the assets of the ICAV, the Manager may receive certain research and statistical and other information and assistance from brokers. The Company Manager may allocate brokerage business to brokers who have provided such research and assistance to the ICAV and/or Other Accounts. The Manager shall have discretion, in the interests of the ICAV, to allocate the ICAV’s brokerage on portfolio transactions to brokers qualified to obtain best execution of such transactions who provide brokerage and/or research services for the ICAV and/or Other Accounts and to cause payment out of the assets of the ICAV to such brokers a commission for effecting a portfolio transaction that is in excess of the amount of commission another broker adequately qualified to effect such transaction would have charged if a good faith determination is made by the Manager that the commission is fair and reasonable in relation to the services provided. In reaching such determination, the Manager will not be required to place or to attempt to place a specific monetary value on the brokerage and/or research services provided or being provided by such broker. The benefits provided under any soft commission arrangements must assist in the provision of investment services to the ICAV. The Manager shall notify the ICAV of any soft commission arrangements so that these arrangements can be disclosed in the periodic reports of the ICAV. The ICAV hereby appoints the Manager as its attorney-in-fact to act in the CompanyICAV’s name, place and stead on behalf of the Company ICAV in any and all matters relating to the investment of the cash and other assets of the Company ICAV and to sign, execute and deliver any and every conceivable right (including, without limitation, any contract, agreement, instrument, consent, notice or acknowledgement) and to do all other acts and things and take any and every act or action, in each case in the CompanyICAV’s name and on the CompanyICAV’s behalf, which the Manager in its sole discretion deems necessary or otherwise appropriate in the performance of its duties under this AgreementAgreement and the Manager shall be entitled to delegate such authority pursuant to Section 7 (Delegation). The power of attorney hereby granted by the Company ICAV to the Manager pursuant to this Section shall remain in force during the continuance of this Agreement and all acts done and documents signed or executed by the Manager in good faith in the purported exercise of any authority conferred by or purport to this power of attorney shall for all purposes be valid and binding on the Manager.

Authority of the Manager. In connection with its obligations hereunder(a) Subject to the express provisions of this Agreement, the Manager shall have the authority for and in the name to execute on behalf of the CompanyCompany such agreements, subject contracts, instruments and other documents as it shall from time to Section 5 (Policies time approve, such approval to be conclusively evidenced by its execution and delivery of any of the Company) and Section 11 (Investments)foregoing, to: including, without limitation: (a) invest all such agreements, instruments, certificates or other documents as shall be necessary or appropriate in connection with the Company’s assetsmaintenance of the Property; (b) checks, through RP Holdings drafts, notes and other negotiable instruments; (c) deeds of trust and assignments of rights; (d) contracts for the sale of Assets, deeds, leases, assignments and bills of sale; and (e) loan agreements, mortgages, security agreements, pledge agreements, interest rate swap or rate cap contracts, and financing statements. The signature of the Manager on all such instruments, agreements, contracts, leases, conveyances or documents, and (subject to the provisions of Section 4.6(a)), upon any checks, drafts, notes and other negotiable instruments, shall be sufficient to bind the Company in respect thereof and conclusively evidence the authority of the Manager with respect thereto, and no third person need look to the application of funds or authority to act or require joinder or consent of any other Subsidiary;party. (b) direct the formulation of investment policies and strategies for the Company, and select and approve the investment of Company funds, all in accordance Any Person dealing with the provisions and limitations of this AgreementCompany or the Manager may rely on a certificate signed by the Manager: (i) as to who are the Manager or Members hereunder; (cii) open, maintain and close bank accounts and draw checks as to the existence or nonexistence of any fact or facts which constitute conditions precedent to acts by the Manager or are in any other orders for manner germane to the payment affairs of money and open, maintain and close brokerage, money market fund and similar accountsthe Company; (diii) hire for usual as to who is authorized to execute and customary payments and expenses consultants, brokers, attorneys, accountants and such other agents for the Company as it may deem necessary deliver any instrument or advisable, and authorize any such agent to act for and document on behalf of the Company; (eiv) enter into, execute, maintain and/or terminate contracts, undertakings, agreements and any and all other documents and instruments in the name of the Company and do or perform all such things as may be necessary or advisable in furtherance of the Company’s powers, objects or purposes or to the conduct authenticity of the Company’s activities, including entering into acquisition agreements to make or dispose any copy of investments (or consenting or authorizing any Subsidiary to do the same) which agreements may include such representations, warranties, covenants, indemnities this Agreement and guaranties as the Manager deems necessary or advisable;amendments hereto; or (fv) make, in its sole discretion, as to any and all elections for U.S. federal, state, local and foreign tax matters; (g) manage, acquire act or dispose of investments for the Company as permitted hereunder and under the Organizational Documents; (h) vote, in its sole discretion, any shares, units or interests of any Subsidiary held failure to act by the Company or otherwise authorize, approve as to any other matter whatsoever involving the Company or adopt any matter presented to the holders of shares, units or interests of any Subsidiary held by the Company;Member. (ic) engage attorneysAny Person relying upon this Section 8.4 shall be informed of the provisions of Section 4.6 and Section 7.2(a) of this Agreement, independent accountants, other service providers, investment banks, accountants and other advisers and such other Persons as which contain limits on the Manager may deem necessary or advisable; (j) provide service providers and advisers to the Company, with such information and instructions as may be necessary to enable such service providers and advisers to perform their duties in accordance with the applicable agreements; (k) authorize any partner, member, employee or other agent authority of the Manager to bind the Company or its Affiliates to do, or cause to be done, certain acts; provided that the foregoing shall not be deemed to constitute a waiver or modification of any other agent provisions of this Agreement which contain limits on the authority of the Company Manager to act for and on behalf of bind the Company in or to do, or cause to be done, certain acts, and Manager acknowledges and agrees that it shall be obligated to comply with all matters incidental to the foregoing; and (l) do any and all acts on behalf of the Company as the Manager may deem necessary or advisable such provisions whether in connection with the maintenance and administration of the Company, and exercise all rights of the Company, with respect to their interest in any Person, including the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of proceedings and other like or similar matters. The Company hereby appoints the Manager as its attorney-in-fact to act in the Company’s name, place and stead on behalf of the Company in any and all matters relating to the investment of the cash and other assets of the Company and to sign, execute and deliver any and every conceivable right (including, without limitation, any contract, agreement, instrument, consent, notice or acknowledgement) and to do all other acts and things and take any and every act or action, in each case in the Company’s name and on the Company’s behalf, which the Manager in its sole discretion deems necessary or otherwise appropriate in the performance of its rights and duties under this Agreement. The power of attorney hereby granted by the Company to the Manager pursuant to this Section shall remain in force during the continuance of this Agreement and all acts done and documents signed 8.4, or executed by the Manager in good faith in the purported exercise of any authority conferred by or purport to this power of attorney shall for all purposes be valid and binding on the Managerotherwise.

Authority of the Manager. In connection with its obligations hereunder(a) Pursuant to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 8), and subject to the continuing and exclusive authority of the Board over the management of the Company, the Company, acting on the authority of the Board of Directors, hereby delegates to the Manager the authority to perform the services described in Section 3. (b) Notwithstanding anything herein to the contrary, the Manager shall have obtain the authority prior approval of the Board, any particular Directors specified by the Board or any committee of the Board, as the case may be, in connection with (i) any Investment for and in which the name portion of the consideration paid out of the Company’s Cash on Hand equals or exceeds $50,000,000, subject to Section 5 (Policies of the Companyii) and Section 11 (Investments), to: (a) invest any investment that is inconsistent with the Company’s assetspublicly disclosed Investment Guidelines as in effect from time to time, through RP Holdings or, if none are then publicly disclosed, as otherwise adopted by the Board from time to time, or (iii) any other Subsidiary; (b) direct the formulation engagement of investment policies and strategies for the Company, and select and approve the investment of Company funds, all in accordance with the provisions and limitations of this Agreement; (c) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts; (d) hire for usual and customary payments and expenses consultants, brokers, attorneys, accountants and such other agents for the Company as it may deem necessary or advisable, and authorize any such agent to act for and Affiliated service providers on behalf of the Company;, which engagement terms will be negotiated on an arm’s length basis. (ec) enter intoIf a transaction requires approval by the Independent Directors, execute, maintain and/or terminate contracts, undertakings, agreements and any and the Manager will deliver to the Independent Directors all other documents and instruments other information required by them to properly evaluate the proposed transaction. (d) For the period and on the terms and conditions set forth in the name of this Agreement, the Company and do or perform all such things as may be necessary or advisable in furtherance each of the Company’s powersits subsidiaries hereby constitutes, objects or purposes or to the conduct of the Company’s activities, including entering into acquisition agreements to make or dispose of investments (or consenting or authorizing any Subsidiary to do the same) which agreements may include such representations, warranties, covenants, indemnities appoints and guaranties as the Manager deems necessary or advisable; (f) make, in its sole discretion, any and all elections for U.S. federal, state, local and foreign tax matters; (g) manage, acquire or dispose of investments for the Company as permitted hereunder and under the Organizational Documents; (h) vote, in its sole discretion, any shares, units or interests of any Subsidiary held by the Company or otherwise authorize, approve or adopt any matter presented to the holders of shares, units or interests of any Subsidiary held by the Company; (i) engage attorneys, independent accountants, other service providers, investment banks, accountants and other advisers and such other Persons as the Manager may deem necessary or advisable; (j) provide service providers and advisers to the Company, with such information and instructions as may be necessary to enable such service providers and advisers to perform their duties in accordance with the applicable agreements; (k) authorize any partner, member, employee or other agent of the Manager or its Affiliates or other agent of the Company to act for and on behalf of the Company in all matters incidental to the foregoing; and (l) do any and all acts on behalf of the Company as the Manager may deem necessary or advisable in connection with the maintenance and administration of the Company, and exercise all rights of the Company, with respect to their interest in any Person, including the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of proceedings and other like or similar matters. The Company hereby appoints authorizes the Manager as its true and lawful agent and attorney-in-fact to act fact, in the Company’s its name, place and stead stead, to negotiate, execute, deliver and enter into agreements, instruments and authorizations on behalf of the Company in any and all matters relating to the investment of the cash and other assets of the Company and to sign, execute and deliver any and every conceivable right (including, without limitation, any contract, agreement, instrument, consent, notice or acknowledgement) and to do all other acts and things and take any and every act or action, in each case in the Company’s name and on the Company’s their behalf, which on such terms and conditions as the Manager Manager, acting in its sole discretion and absolute discretion, deems necessary or otherwise appropriate in (subject to any limitations imposed by the performance of its duties under this AgreementBoard). The This power of attorney hereby granted by the Company is deemed to the Manager pursuant to this Section shall remain in force during the continuance of this Agreement and all acts done and documents signed or executed by the Manager in good faith in the purported exercise of any authority conferred by or purport to this power of attorney shall for all purposes be valid and binding on the Managercoupled with an interest.

Authority of the Manager. In connection with its obligations hereunderExcept as otherwise provided in this Article III, the Manager shall have is hereby authorized to do the authority following, for and in the name of the Company, subject to Section 5 (Policies of the Company) and Section 11 (Investments), to: (a) invest the Company’s assets, through RP Holdings or any other Subsidiary; (b) direct the formulation of investment policies and strategies for the Company, and select and approve the investment of Company funds, all in accordance with the provisions and limitations of this Agreement; (c) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts; (d) hire for usual and customary payments and expenses consultants, brokers, attorneys, accountants and such other agents for the Company as it may deem necessary or advisable, and authorize any such agent to act for and on behalf of the Company, as may be necessary, convenient or incidental to the implementation of the Annual Plan or to the accomplishment of the purposes of the Company; provided, that if any of the following constitutes a Major Decision that is not specifically set forth in the Annual Plan, the Manager shall first obtain the consent of the Fund pursuant to Section 3.4 hereof: (i) acquire by purchase, exchange or otherwise, any Proposed Tranche II Property consistent with the purposes of the Company, but only in accordance with Section 3.6 hereof; (eii) operate, manage and maintain each of the Tranche II Properties; (iii) take such action as is necessary to form, create or set up any SP Subsidiary that has been approved by the Members in accordance with Section 3.6 hereof; (iv) dissolve, terminate or wind-up any SP Subsidiary, provided that any Tranche II Property held by such SP Subsidiary has been disposed of in accordance with Section 3.7 or Section 11.1 hereof or transferred to the Company or any other SP Subsidiary; (v) enter into, executeamend, maintain and/or terminate contractsextend or renew any lease of any Tranche II Property or any part thereof or interest therein approved by the Members as part of the Annual Plan; (vi) initiate legal proceedings or arbitration with respect to any lease of any Tranche II Property or part thereof or interest therein; provided that the initiation of such legal proceedings or arbitration shall have arisen (x) in connection with any matter of an emergency nature, undertakings(y) for the collection of rent or (z) involving an uninsured claim of less than $100,000; (vii) dispose of any or all of the Tranche II Properties by sale, agreements lease, exchange or otherwise, and grant an option for the sale, lease, exchange or otherwise of any or all the Tranche II Properties, but only in accordance with Section 3.7 hereof; (viii) employ and dismiss from employment any and all other documents employees, agents, independent contractors and, subject to Section 4.9 hereof, attorneys and instruments in the name of the Company and do or perform all such things as may be necessary or advisable in furtherance of the Company’s powers, objects or purposes or to the conduct of the Company’s activities, including entering into acquisition agreements to make or dispose of investments (or consenting or authorizing any Subsidiary to do the same) which agreements may include such representations, warranties, covenants, indemnities and guaranties as the Manager deems necessary or advisable; (f) make, in its sole discretion, any and all elections accountants for U.S. federal, state, local and foreign tax matters; (g) manage, acquire or dispose of investments for the Company as permitted hereunder and under the Organizational Documents; (h) vote, in its sole discretion, any shares, units or interests of any Subsidiary held by the Company or otherwise authorize, approve or adopt any matter presented to the holders of shares, units or interests of any Subsidiary held by the Company; (iix) engage attorneys, independent accountants, other service providers, investment banks, accountants and other advisers and such other Persons as the Manager may deem necessary or advisablepay all Permitted Expenses; (jx) provide service providers and advisers to the Company, with such information and instructions as may be necessary to enable such service providers and advisers to perform their duties in accordance with the applicable agreements; (k) authorize any partner, member, employee or other agent of the Manager or its Affiliates or other agent of the Company to act for and on behalf of the Company in all matters incidental to the foregoing; and (l) do any and all acts on behalf of the Company as the Manager may deem necessary or advisable in connection with the maintenance and administration of the Company, and exercise all rights of the Company, with respect to their interest in any Person, including the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of proceedings and other like or similar matters. The Company hereby appoints the Manager as its attorney-in-fact to act in the Company’s name, place and stead on behalf of the Company in any and all matters relating to the investment of the cash and other assets of the Company and to sign, execute and deliver any and every conceivable right (includingall agreements, without limitationcontracts, documents, certifications and instruments necessary or convenient in connection with the management, maintenance and ownership of the Tranche II Properties and in connection with any contract, agreement, instrument, consent, notice or acknowledgement) and other matters with respect to do all other acts and things and take any and every act or action, in each case in the Company’s name and on the Company’s behalf, which the Manager has authority to act pursuant to the Annual Plan or as set forth in its sole discretion deems this Section 3.3; (xi) draw down funds as needed under any approved lines of credit or other financing previously approved under Section 3.4 hereof; (xii) subject to Section 3.4 hereof, finance or refinance a portion of the purchase price of any Tranche II Property and incur (and refinance) indebtedness secured by any Tranche II Property, or any portion thereof or any interest or estate therein and incur any other secured or unsecured borrowings or other indebtedness; (xiii) make Tranche II LSL Loans, but only in accordance with Section 3.6(i) hereof, and manage Tranche II LSL Loans; (xiv) implement those Major Decisions that are specifically set forth in the Annual Plan or that have been approved by the Fund pursuant to Section 3.4 below; and (xv) subject to any conditions expressly provided in this Agreement, engage in any kind of activity and perform and carry out contracts of any kind necessary or otherwise appropriate incidental to or in connection with the performance accomplishment of its duties under this Agreement. The power the purposes of attorney hereby granted by the Company as may be lawfully carried out or performed by a limited liability company under the laws of each state in which the Company is then formed or registered or qualified to the Manager pursuant to this Section shall remain in force during the continuance of this Agreement and all acts done and documents signed or executed by the Manager in good faith in the purported exercise of any authority conferred by or purport to this power of attorney shall for all purposes be valid and binding on the Managerdo business.

Authority of the Manager. In connection with its obligations hereunderaddition to, and not in limitation of, any rights and powers conferred by law or other provisions of this Agreement, and except as limited, restricted or prohibited by the express provisions of this Agreement, the Manager shall have the authority for has and in the name may exercise on behalf of the Company, subject all powers and rights necessary, proper, convenient or advisable to Section 5 (Policies effectuate and carry out the purposes, business and objectives of the Company) and Section 11 (Investments). Such powers shall include, without limitation, the power to: (a) invest expend Company funds in connection with the operation of the Company’s assets, through RP Holdings 's business or any other Subsidiaryotherwise pursuant to this Agreement; (b) direct the formulation of investment policies employ and strategies for the Companydismiss from employment any and all employees, agents, independent contractors, attorneys and select and approve the investment of Company funds, all in accordance with the provisions and limitations of this Agreementaccountants; (c) prosecute, settle or compromise all claims against third parties, compromise, settle or accept judgment on, claims against the Company and execute all documents and make all representations, admissions and waivers in connection therewith; (d) borrow money on behalf of the Company from any Person, issue promissory notes; drafts and other negotiable and nonnegotiable instruments and evidences of indebtedness, secure payment of the principal of any such indebtedness and the interest thereon by mortgage, pledge, property of the Company, whether at the time owned or thereafter acquired; (e) hold, receive, mortgage, pledge, lease, transfer, exchange, otherwise dispose of, grant options with respect to, and otherwise deal in the exercise all rights, powers, privileges and other incidents of ownership or possession with respect to all property of whatever nature held or owned by, or licensed to, the Company; (f) lend any of the Company property with or without security; (g) have and maintain one or more offices within or without the State of Nebraska; (h) open, maintain and close bank accounts and money market mutual funds accounts, and draw checks or and other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accountsmonies; (di) hire for usual engage accountants, custodians, consultants and customary payments attorneys and expenses consultants, brokers, attorneys, accountants any and such all other agents for and assistants (professional and nonprofessional) and pay such compensation in connection with such engagement that the Company as it may deem necessary or advisable, and authorize any such agent to act for and on behalf of the CompanyManager determines is appropriate; (ej) enter into, execute, maintain and/or terminate contractsmake, undertakingsamend, agreements supplement, acknowledge, deliver and perform any and all contracts, agreements, licenses, and other documents instruments, undertakings and instruments in understandings that the name of Manager determines is necessary, appropriate or incidental to carrying out the Company and do or perform all such things as may be necessary or advisable in furtherance business of the Company’s powers, objects or purposes or to the conduct of the Company’s activities, including entering into acquisition agreements to make or dispose of investments (or consenting or authorizing any Subsidiary to do the same) which agreements may include such representations, warranties, covenants, indemnities and guaranties as the Manager deems necessary or advisable; (f) make, in its sole discretion, any and all elections for U.S. federal, state, local and foreign tax matters; (g) manage, acquire or dispose of investments for the Company as permitted hereunder and under the Organizational Documents; (h) vote, in its sole discretion, any shares, units or interests of any Subsidiary held by the Company or otherwise authorize, approve or adopt any matter presented to the holders of shares, units or interests of any Subsidiary held by the Company; (i) engage attorneys, independent accountants, other service providers, investment banks, accountants and other advisers and such other Persons as the Manager may deem necessary or advisable; (j) provide service providers and advisers to the Company, with such information and instructions as may be necessary to enable such service providers and advisers to perform their duties in accordance with the applicable agreements;; and (k) authorize any partner, member, employee or other agent of the Manager or its Affiliates or other agent of the Company to act for and file a petition in bankruptcy on behalf of the Company in all matters incidental to the foregoing; and (l) do any and all acts on behalf of the Company as Company. In exercising its, his or her powers, the Manager may deem necessary (i) rely upon and shall be protected in acting or advisable in connection with the maintenance and administration of the Companyrefraining from acting upon any resolution, and exercise all rights of the Companycertificate, with respect to their interest in any Person, including the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of proceedings and other like or similar matters. The Company hereby appoints the Manager as its attorney-in-fact to act in the Company’s name, place and stead on behalf of the Company in any and all matters relating to the investment of the cash and other assets of the Company and to sign, execute and deliver any and every conceivable right (including, without limitation, any contract, agreementstatement, instrument, consentopinion, notice report, or acknowledgement) document believed by him or her to be genuine and to do all other acts and things and take any and every act have been signed or action, in each case in the Company’s name and on the Company’s behalf, which the Manager in its sole discretion deems necessary or otherwise appropriate in the performance of its duties under this Agreement. The power of attorney hereby granted presented by the Company to the Manager pursuant to this Section proper party or parties; (ii) consult with counsel, accountants, and other experts selected by it and any opinion of an independent counsel, accountant or expert shall remain be full and complete authorization and protection in force during the continuance respect of this Agreement and all acts done and documents signed any action taken or executed suffered or omitted by the Manager in good faith and in the purported exercise accordance with such opinion; and (iii) execute any of its powers hereunder or perform any authority conferred duties hereunder either directly or by or purport to this power of attorney shall for all purposes be valid and binding on the Managerthrough agents or attorneys.

Authority of the Manager. In connection with its obligations hereunder, the Manager shall have the authority for and in the name of the CompanyICAV, subject to Section 5 8 (Policies of the CompanyICAV) and Section 11 15 (Investments), to: (a) invest the CompanyICAV’s assets, including investments through RP Holdings RPI 2019 Intermediate Finance Trust or any other Subsidiary; (b) direct the formulation of investment policies and strategies for the CompanyICAV, and select and approve the investment of Company ICAV funds, all in accordance with the provisions and limitations of this AgreementAgreement and make all decisions concerning the investigation, solicitation, negotiation, structuring, commitment to, monitoring of and disposition of Portfolio Investments; (c) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts; (d) hire for usual and customary payments and expenses consultants, brokers, attorneys, accountants and such other agents for the Company ICAV as it may deem necessary or advisable, and authorize any such agent to act for and on behalf of the CompanyICAV; (e) enter into, execute, maintain and/or terminate contracts, undertakings, agreements and any and all other documents and instruments in the name of the Company ICAV and do or perform all such things as may be necessary or advisable in furtherance of the CompanyICAV’s powers, objects or purposes or to the conduct of the CompanyICAV’s activities, including entering into acquisition agreements to make or dispose of investments Portfolio Investments (or consenting or authorizing any Subsidiary to do the same) which agreements may include such representations, warranties, covenants, indemnities and guaranties as the Manager deems necessary or advisable; (f) make, in its sole discretion, any and all elections for U.S. federal, state, local and foreign tax matters, including an election to adjust the basis of ICAV property pursuant to Section 734(b), 743(b) and 754 of the Code or comparable provisions of state, local or foreign law; (g) manage, acquire or dispose of investments Portfolio Investments for the Company ICAV as permitted hereunder and under the Organizational Documents; (h) promptly give full and adequate instructions to the Depositary as to deliveries of Portfolio Investments and payments of cash for the account of the ICAV provided that such instructions shall reflect the prevailing practice of the applicable market in relation to delivery of Portfolio Investments and payments of cash; (i) vote, in its sole discretion, any shares, units or interests of any Subsidiary held by the Company ICAV (or to advise the Depositary in relation thereto) where such interests are held in its name or otherwise authorize, approve or adopt any matter presented to the holders of shares, units or interests of any Subsidiary held by the CompanyICAV; (ij) engage attorneys, independent accountants, other service providers, investment banks, accountants and other advisers and such other Persons as the Manager may deem necessary or advisable; (jk) provide service providers and advisers to the CompanyICAV, with such information and instructions as may be necessary to enable such service providers and advisers to perform their duties in accordance with the applicable agreements; (kl) advise the ICAV upon the availability and appropriate source of funds to be utilized by the ICAV in making distributions to Shareholders; (m) monitor the investment policy of the ICAV and propose to the ICAV any changes thereto which it considers necessary or desirable; (n) subject to Section 7 (Delegation) authorize any partner, member, employee or other agent of the Manager or its Affiliates or other agent of the Company ICAV to act for and on behalf of the Company ICAV in all matters incidental to the foregoing; and (lo) do any and all acts on behalf of the Company ICAV as the Manager may deem necessary or advisable in connection with the maintenance and administration of the CompanyICAV, and exercise all rights of the CompanyICAV, with respect to their interest in any Person, including the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of proceedings and other like or similar matters. In selecting brokers to make purchases and sales on behalf of the ICAV, the Manager shall select those brokers who provide best execution to the ICAV. In determining what constitutes best execution, the Manager shall consider the best price available in the market, exclusive of any charges but taking account of any other exceptional circumstances such as counterparty risk, order size or client instructions. In managing the assets of the ICAV, the Manager may receive certain research and statistical and other information and assistance from brokers. The Company Manager may allocate brokerage business to brokers who have provided such research and assistance to the ICAV and/or Other Accounts. The Manager shall have discretion, in the interests of the ICAV, to allocate the ICAV’s brokerage on portfolio transactions to brokers qualified to obtain best execution of such transactions who provide brokerage and/or research services for the ICAV and/or Other Accounts and to cause payment out of the assets of the ICAV to such brokers a commission for effecting a portfolio transaction that is in excess of the amount of commission another broker adequately qualified to effect such transaction would have charged if a good faith determination is made by the Manager that the commission is fair and reasonable in relation to the services provided. In reaching such determination, the Manager will not be required to place or to attempt to place a specific monetary value on the brokerage and/or research services provided or being provided by such broker. The benefits provided under any soft commission arrangements must assist in the provision of investment services to the ICAV. The Manager shall notify the ICAV of any soft commission arrangements so that these arrangements can be disclosed in the periodic reports of the ICAV. The ICAV hereby appoints the Manager as its attorney-in-fact to act in the CompanyICAV’s name, place and stead on behalf of the Company ICAV in any and all matters relating to the investment of the cash and other assets of the Company ICAV and to sign, execute and deliver any and every conceivable right (including, without limitation, any contract, agreement, instrument, consent, notice or acknowledgement) and to do all other acts and things and take any and every act or action, in each case in the CompanyICAV’s name and on the CompanyICAV’s behalf, which the Manager in its sole discretion deems necessary or otherwise appropriate in the performance of its duties under this AgreementAgreement and the Manager shall be entitled to delegate such authority pursuant to Section 7 (Delegation). The power of attorney hereby granted by the Company ICAV to the Manager pursuant to this Section shall remain in force during the continuance of this Agreement and all acts done and documents signed or executed by the Manager in good faith in the purported exercise of any authority conferred by or purport to this power of attorney shall for all purposes be valid and binding on the Manager.

Authority of the Manager. In connection with its obligations hereunder, the Manager shall have the authority for and in the name of the Company, subject to Section 5 (Policies of the Company) and Section 11 9 (Investments), to: (a) invest the Company’s assets, through RP Holdings or any other SubsidiarySubsidiary of the Company; (b) direct the formulation of investment policies and strategies for the CompanyCompany in accordance with Section 9 hereof, and select identify, source, select, evaluate and approve the investment of Company funds, all in accordance with the provisions and limitations of this Agreement; (c) open, maintain and close bank accounts accounts, make wire transfers and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts; (d) hire for usual incur expenses and customary payments and expenses consultants, brokers, attorneys, accountants and such other agents for obtain reimbursement from the Company as it may deem necessary or advisablefor such expenses in accordance with Section 12 of this Agreement;1 (e) investigate, and authorize any such agent to act for and select and, on behalf of the Company, engage and conduct business with (including enter contracts with) such Persons as the Manager deems necessary to the proper performance of its obligations as set forth in this Agreement, including but not limited to consultants, accountants, lenders, technical and scientific advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, consultants and any and all Persons acting in any other capacity deemed by the Manager necessary or desirable for the performance of any of the foregoing services; (ef) negotiate, enter into, execute, maintain maintain, modify and/or terminate contracts, undertakings, agreements and any and all other documents and instruments in the name of the Company and do or perform all such things as may be necessary or advisable in furtherance of the Company’s powers, objects or purposes or to the conduct of the Company’s activities, including (i) entering into acquisition agreements to make or dispose of investments (or consenting or authorizing any Subsidiary to do the same) which agreements may include such representations, warranties, covenants, indemnities and guaranties as the Manager deems necessary or advisable; advisable and (fii) makeentering in financing, loan or credit agreements contracts, undertakings or arrangements, and incurring indebtedness thereunder, in its sole discretion, any and all elections for U.S. federal, state, local and foreign tax matters; (g) manage, acquire or dispose of investments for the Company as permitted hereunder and under the Organizational Documents; (h) vote, in its sole discretion, any shares, units or interests of any Subsidiary held by the Company or otherwise authorize, approve or adopt any matter presented to the holders of shares, units or interests of any Subsidiary held by the Company; (i) engage attorneys, independent accountants, other service providers, investment banks, accountants and other advisers and such other Persons amounts as the Manager may deem deems necessary or advisable; (j) provide service providers and advisers to the Company, with such information and instructions as may be necessary to enable such service providers and advisers to perform their duties in accordance with the applicable agreements; (k) authorize any partner, member, employee or other agent of the Manager or its Affiliates or other agent of the Company to act for and on behalf of the Company in all matters incidental to the foregoing; and (l) do any and all acts on behalf of the Company as the Manager may deem necessary or advisable in connection with the maintenance and administration of the Company, and exercise all rights of the Company, with respect to their interest in any Person, including the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of proceedings and other like or similar matters. The Company hereby appoints the Manager as its attorney-in-fact to act in the Company’s name, place and stead on behalf of the Company in any and all matters relating to the investment of the cash and other assets of the Company and to sign, execute and deliver any and every conceivable right (including, without limitation, any contract, agreement, instrument, consent, notice or acknowledgement) and to do all other acts and things and take any and every act or action, in each case in the Company’s name and on the Company’s behalf, which the Manager in its sole discretion deems necessary or otherwise appropriate in the performance of its duties under this Agreement. The power of attorney hereby granted by the Company to the Manager pursuant to this Section shall remain in force during the continuance of this Agreement and all acts done and documents signed or executed by the Manager in good faith in the purported exercise of any authority conferred by or purport to this power of attorney shall for all purposes be valid and binding on the Manager.

Authority of the Manager. In connection with its obligations hereunderExcept as otherwise provided in this Article III, the Manager shall have is hereby authorized to do the authority following, for and in the name of the Company, subject to Section 5 (Policies of the Company) and Section 11 (Investments), to: (a) invest the Company’s assets, through RP Holdings or any other Subsidiary; (b) direct the formulation of investment policies and strategies for the Company, and select and approve the investment of Company funds, all in accordance with the provisions and limitations of this Agreement; (c) open, maintain and close bank accounts and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts; (d) hire for usual and customary payments and expenses consultants, brokers, attorneys, accountants and such other agents for the Company as it may deem necessary or advisable, and authorize any such agent to act for and on behalf of the Company, as may be necessary, convenient or incidental to the implementation of the Annual Plan or to the accomplishment of the purposes of the Company (provided, that if any of the following constitutes a Major Decision that is not specifically set forth in the Annual Plan, the Manager shall first obtain the consent of the Fund pursuant to Section 3.4 hereof): (i) acquire by purchase, exchange or otherwise, any Proposed Qualified Property consistent with the purposes of the Company, but only in accordance with Section 3.6 hereof; (eii) operate, manage and maintain each of the Qualified Properties; (iii) take such action as is necessary to form, create or set up any SP Subsidiary that has been approved by the Members in accordance with Section 3.6 hereof; (iv) dissolve, terminate or wind-up any SP Subsidiary, provided that any Qualified Property held by such SP Subsidiary has been disposed of in accordance with Section 3.7 or Section 11.1 hereof or transferred to the Company or any other SP Subsidiary; (v) enter into, executeamend, maintain and/or terminate contractsextend or renew any lease of any Qualified Property or any part thereof or interest therein approved by the Members as part of the Annual Plan; (vi) initiate legal proceedings or arbitration with respect to any lease of any Qualified Property or part thereof or interest therein; provided that the initiation of such legal proceedings or arbitration shall have arisen (x) in connection with any matter of an emergency nature, undertakings(y) for the collection of rent or (z) involving an uninsured claim of less than $100,000; (vii) dispose of any or all of the Qualified Properties by sale, agreements lease, exchange or otherwise, and grant an option for the sale, lease, exchange or otherwise of any or all the Qualified Properties, but only in accordance with Section 3.7 hereof; (viii) employ and dismiss from employment any and all other documents employees, agents, independent contractors and, subject to Section 4.9 hereof, attorneys and instruments in the name of the Company and do or perform all such things as may be necessary or advisable in furtherance of the Company’s powers, objects or purposes or to the conduct of the Company’s activities, including entering into acquisition agreements to make or dispose of investments (or consenting or authorizing any Subsidiary to do the same) which agreements may include such representations, warranties, covenants, indemnities and guaranties as the Manager deems necessary or advisable; (f) make, in its sole discretion, any and all elections accountants for U.S. federal, state, local and foreign tax matters; (g) manage, acquire or dispose of investments for the Company as permitted hereunder and under the Organizational Documents; (h) vote, in its sole discretion, any shares, units or interests of any Subsidiary held by the Company or otherwise authorize, approve or adopt any matter presented to the holders of shares, units or interests of any Subsidiary held by the Company; (iix) engage attorneys, independent accountants, other service providers, investment banks, accountants pay all Permitted Expenses (and other advisers and such other Persons as maintain in reserve the Manager may deem necessary or advisableamount of any credits pursuant to Section 3.10(c) hereof); (jx) provide service providers and advisers to the Company, with such information and instructions as may be necessary to enable such service providers and advisers to perform their duties in accordance with the applicable agreements; (k) authorize any partner, member, employee or other agent of the Manager or its Affiliates or other agent of the Company to act for and on behalf of the Company in all matters incidental to the foregoing; and (l) do any and all acts on behalf of the Company as the Manager may deem necessary or advisable in connection with the maintenance and administration of the Company, and exercise all rights of the Company, with respect to their interest in any Person, including the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of proceedings and other like or similar matters. The Company hereby appoints the Manager as its attorney-in-fact to act in the Company’s name, place and stead on behalf of the Company in any and all matters relating to the investment of the cash and other assets of the Company and to sign, execute and deliver any and every conceivable right (includingall agreements, without limitationcontracts, documents, certifications and instruments necessary or convenient in connection with the management, maintenance and ownership of the Qualified Properties and in connection with any contract, agreement, instrument, consent, notice or acknowledgement) and other matters with respect to do all other acts and things and take any and every act or action, in each case in the Company’s name and on the Company’s behalf, which the Manager has authority to act pursuant to the Annual Plan or as set forth in its sole discretion deems this Section 3.3; (xi) draw down funds as needed under any approved lines of credit or other financing previously approved under Section 3.4 hereof; (xii) finance or refinance a portion of the purchase price of any Qualified Property and incur (and refinance) indebtedness secured by any Qualified Property, or any portion thereof or any interest or estate therein and incur any other secured or unsecured borrowings or other indebtedness; (xiii) implement those Major Decisions that are specifically set forth in the Annual Plan or that have been approved by the Fund pursuant to Section 3.4 below; and (xiv) subject to any conditions expressly provided in this Agreement, engage in any kind of activity and perform and carry out contracts of any kind necessary or otherwise appropriate incidental to or in connection with the performance accomplishment of its duties under this Agreement. The power the purposes of attorney hereby granted by the Company as may be lawfully carried out or performed by a limited liability company under the laws of each state in which the Company is then formed or registered or qualified to the Manager pursuant to this Section shall remain in force during the continuance of this Agreement and all acts done and documents signed or executed by the Manager in good faith in the purported exercise of any authority conferred by or purport to this power of attorney shall for all purposes be valid and binding on the Managerdo business.

Authority of the Manager. In connection with its obligations hereunder, the Manager shall have the authority for and in the name of the CompanyPartnership, subject to Section 5 (Policies of the CompanyPartnership) and Section 11 9 (Investments), to: (a) invest the CompanyPartnership’s assets, through RP Holdings or any other SubsidiarySubsidiary of Holdings; (b) direct the formulation of investment policies and strategies for the CompanyPartnership in accordance with Section 9 hereof, and select identify, source, select, evaluate and approve the investment of Company Partnership funds, all in accordance with the provisions and limitations of this Agreement; (c) open, maintain and close bank accounts accounts, make wire transfers and draw checks or other orders for the payment of money and open, maintain and close brokerage, money market fund and similar accounts; (d) hire incur expenses and obtain reimbursement from the Partnership for usual and customary payments and such expenses consultantsin accordance with Section 12 of this Agreement;1 (e) investigate, brokersselect and, attorneys, accountants and such other agents for the Company as it may deem necessary or advisable, and authorize any such agent to act for and on behalf of the CompanyPartnership, engage and conduct business with (including enter contracts with) such Persons as the Manager deems necessary to the proper performance of its obligations as set forth in this Agreement, including but not limited to consultants, accountants, lenders, technical and scientific advisors, attorneys, brokers, underwriters, corporate fiduciaries, escrow agents, depositaries, custodians, agents for collection, insurers, insurance agents, consultants and any and all Persons acting in any other capacity deemed by the Manager necessary or desirable for the performance of any of the foregoing services; (ef) negotiate, enter into, execute, maintain maintain, modify and/or terminate contracts, undertakings, agreements and any and all other documents and instruments in the name of the Company Partnership and do or perform all such things as may be necessary or advisable in furtherance of the CompanyPartnership’s powers, objects or purposes or to the conduct of the CompanyPartnership’s activities, including (i) entering into acquisition agreements to make or dispose of investments (or consenting or authorizing any Subsidiary to do the same) which agreements may include such representations, warranties, covenants, indemnities and guaranties as the Manager deems necessary or advisable and (ii) entering in financing, loan or credit agreements contracts, undertakings or arrangements, and incurring indebtedness thereunder, in such amounts as the Manager deems necessary or advisable; (fg) make, in its sole discretion, any and all elections for U.S. federal, state, local and foreign tax matters; (gh) manage, acquire or dispose of investments for the Company Partnership as permitted hereunder and under the Organizational Documents; (hi) vote, in its sole discretion, any shares, units or interests of any Subsidiary held by the Company Partnership or otherwise authorize, approve or adopt any matter presented to the holders of shares, units or interests of any Subsidiary held by the CompanyPartnership; (ij) engage attorneys, independent accountants, other service providers, investment banks, accountants and other advisers and such other Persons as the Manager may deem necessary or advisable; (j) provide service providers and advisers to the Company, with such information and instructions as may be necessary to enable such service providers and advisers to perform their duties in accordance with the applicable agreements; (k) authorize any partner, member, employee or other agent of the Manager or its Affiliates or other agent of the Company to act for and on behalf of the Company in all matters incidental to the foregoing; and (l) do any and all acts on behalf of the Company as the Manager may deem necessary or advisable in connection with the maintenance and administration of the Company, and exercise all rights of the Company, with respect to their interest in any Person, including the voting of securities, participation in arrangements with creditors, the institution and settlement or compromise of proceedings and other like or similar matters. The Company hereby appoints the Manager as its attorney-in-fact to act in the Company’s name, place and stead on behalf of the Company in any and all matters relating to the investment of the cash and other assets of the Company and to sign, execute and deliver any and every conceivable right (including, without limitation, any contract, agreement, instrument, consent, notice or acknowledgement) and to do all other acts and things and take any and every act or action, in each case in the Company’s name and on the Company’s behalf, which the Manager in its sole discretion deems necessary or otherwise appropriate in the performance of its duties under this Agreement. The power of attorney hereby granted by the Company to the Manager pursuant to this Section shall remain in force during the continuance of this Agreement and all acts done and documents signed or executed by the Manager in good faith in the purported exercise of any authority conferred by or purport to this power of attorney shall for all purposes be valid and binding on the Manager.