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

Power and Authority of the Manager. Except for those matters specifically requiring approval of the Members as set forth in Section 4.7(d), the Manager shall have complete and exclusive control of the management of the Company's business and affairs (including tax and accounting elections), and the Members shall have no right to participate in the management or the conduct of the Company's business and affairs nor any power or authority to act for, or on behalf of, the Company in any respect whatsoever. Except as otherwise specifically provided in the Certificate of Formation, this Agreement or the Act, the Manager shall have the right, power, and authority on behalf of the Company and in its name to exercise all of the rights, powers, and authority of the Company under the Act. The Manager shall direct, manage, and control the business of the Company to the best of its ability and shall have full and complete authority, power, and discretion to make any and all decisions and to do any and all things that the Manager shall deem to be reasonably required to accomplish the business and objectives of the Company. The Manager shall act in good faith and in a manner that the Manager reasonably believes to be in the best interests of the Company. In addition to, and not as a limitation upon, Section 5.6, but subject to Section 18-1011 of the Act, any loss or damage incurred by the Manager by reason of any act or omission performed or omitted by it or its agents and employees in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority granted to it by this Agreement and in the best interests of the Company (but not, in any event, any loss or damage incurred by the Manager by reason of gross negligence, willful misconduct, fraud or any breach of his fiduciary duty as the Manager with respect to such acts or omissions) shall be paid from Company assets to the extent available (but no Member shall have any personal liability to the Manager under any circumstances on account of any such loss or damage incurred by the Manager or on account of the payment thereof). To the extent that the Act allows this Agreement to define the fiduciary standard of the Manager, that standard shall be met unless the error or omission of the Manager constituted gross negligence, willful misconduct, or fraud.

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

Power and Authority of the Manager. Except for those matters specifically requiring approval Without limiting the generality of the Members as set forth in this Section 4.7(d)6.01, the Manager shall have complete and exclusive control of the management of the Company's business and affairs (including tax and accounting elections), and the Members shall have no right to participate in the management or the conduct of the Company's business and affairs nor any power or authority to act for, or on behalf of, the Company in any respect whatsoever. Except except as otherwise specifically provided in the Certificate of Formation, this Agreement or the ActAgreement, the Members hereby delegate to the Manager shall have all necessary powers to manage and carry out the rightpurposes, powerbusiness, property and affairs of the Company, including, without limitation, the power to: (i) sell, exchange, lease, or otherwise dispose of any other property and assets owned by the Company, or any part thereof, or any interest therein; (ii) borrow money from any Person, issue evidences of indebtedness in connection therewith, refinance, increase the amount of, modify, amend, or change the terms of, or extend the time for the payment of any indebtedness or obligation of the Company, and authority secure such indebtedness by mortgage, deed of trust, pledge, security interest, or other lien on Company assets; (iii) xxx on, defend, or compromise any and all claims or liabilities in favor of or against the Company, submit any or all such claims or liabilities to arbitration and confess a judgment against the Company in connection with any litigation in which the Company is involved; (iv) employ from time to time, at the expense of the Company, on such terms and for such compensation as the Manager may determine, Persons to render services to the Company, including without limitation, accountants, consultants, legal counsel, agents or other experts; (v) pay or cause to be paid all expenses, fees, charges, taxes, and liabilities incurred or arising in connection with business, affairs or management of the Company, including, without limitation, such expenses and charges for the services of the Company’s Officers, employees, accountants, attorneys, and other agents or independent contractors, and such other expenses and charges as the Manager deems necessary or advisable to incur; (vi) make all Company elections (including the determination whether to make an election) permitted under the Code and the Regulations; (vii) pay to the Members any and all fees, reimbursements and distributions permitted under the terms of this Agreement; (viii) invest Company funds in certificates of deposit, bank savings accounts, money market accounts and such other interest-bearing obligations as the Manager may determine, and deposit, withdraw, pay, retain and distribute such funds in any manner consistent with the provisions of this Agreement; (ix) purchase liability and other insurance to protect the Company’s property and business; (x) cause the Company to guarantee the debt obligations of Limited Brands, Inc., a Delaware corporation and the ultimate parent company of the Company, and its subsidiaries, and enter into guarantee or similar agreements with respect to such debt obligations; (xi) establish and maintain the books and records of the Company; (xii) select or vary the Company’s accounting methods and make decisions with respect to the treatment of various Company transactions for state or federal income tax purposes or other financial purposes not specifically provided for in this Agreement; (xiii) enter into, make and perform such contracts, agreements and other undertakings as may be deemed necessary or advisable for the conduct of the business of the Company, and do any act or execute any instrument or other document on behalf of the Company and in its name as the Manager may deem necessary, convenient, incidental or appropriate to exercise all the furtherance of the rights, powers, and authority of the Company under the Act. The Manager shall direct, manage, and control the business of the Company to the best of its ability and shall have full and complete authority, power, and discretion to make Company; and (xiv) take any and all decisions and to do any and all things that the Manager shall deem to be reasonably required to accomplish the business and objectives of the Company. The Manager shall act in good faith and in a manner that the Manager reasonably believes to be in the best interests of the Company. In addition to, and not as a limitation upon, Section 5.6, but subject to Section 18-1011 of the Act, any loss or damage incurred by the Manager by reason of any act or omission performed or omitted by it or its agents and employees in good faith actions on behalf of the Company and in a manner reasonably believed that are required or permitted to be within the scope of the authority granted to it taken by this Agreement and in the best interests of the Company (but not, in any event, any loss or damage incurred by the Manager by reason of gross negligence, willful misconduct, fraud or any breach of his fiduciary duty as the Manager with respect to such acts or omissions) shall be paid from Company assets to the extent available (but no Member shall have any personal liability to the Manager under any circumstances on account of any such loss or damage incurred by the Manager or on account of the payment thereof). To the extent that the Act allows this Agreement to define the fiduciary standard of the Manager, that standard shall be met unless the error or omission of the Manager constituted gross negligence, willful misconduct, or fraudAgreement.

Power and Authority of the Manager. Except for those matters specifically requiring approval as otherwise expressly provided in this Agreement, the power to direct the management, operation and policies of the Members Company shall be vested in the Manager. The Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such officers, employees, Affiliates, agents and representatives of the Manager or the Company as it may deem appropriate. Without limiting the foregoing, the Manager shall also have the power at any time in its sole discretion to appoint a board of managers or directors of the Company and the Manager shall have the power to delegate any or all of its rights and powers to manage and control the business and affairs of the Company to such board as it may deem appropriate. If at any time the Manager delegates any or all of its rights and powers in accordance with this Section 5.1, any such delegate shall be entitled to all of the rights, and privileges of, and afforded the same protections as, the Manager as set forth in Section 4.7(d)this Agreement, including, without limitation, those set forth in Sections 5.4, 5.5, 5.6, 5.7, 5.8, 5.9, 5.10, 5.11, and 8.5. The Manager and its officers and directors shall constitute “managers” within the Manager shall have complete and exclusive control meaning of the management of the Company's business and affairs (including tax and accounting elections), and the Members shall have no right to participate in the management or the conduct of the Company's business and affairs nor any power or authority to act for, or on behalf of, the Company in any respect whatsoeverDelaware Act. Except as otherwise specifically provided in this Agreement, no Member, by virtue of its status as such, shall have any management power over the Certificate business and affairs of Formationthe Company or actual or apparent authority to enter into, execute or deliver contracts on behalf of, or to otherwise bind, the Company. Except as otherwise specifically provided in this Agreement Agreement, the authority and functions of the Manager with respect to the management of the business of the Company, on the one hand, and its officers and agents, on the other hand, shall be identical to the authority and functions of the board of directors and officers, respectively, of a corporation organized under the DGCL. In addition to the powers that now or hereafter can be granted to managers under the ActDelaware Act and to all other powers granted under any other provision of this Agreement, the Manager shall have the right, powerfull power and authority to do, and authority to direct its officers and agents to do all things and on behalf of the Company and in its name such terms as it determines to exercise all of the rights, powers, and authority of the Company under the Act. The Manager shall direct, manage, and control be necessary or appropriate to conduct the business of the Company Company, to the best of its ability and shall have full and complete authority, power, and discretion to make any and exercise all decisions powers set forth in Section 2.6 and to do effectuate the purposes set forth in Section 2.4. Without in any and all things that way limiting the foregoing, the Manager shall deem to be reasonably required to accomplish shall, either directly or by engaging its officers, Affiliates, agents or third parties, perform the business following duties: (a) Investment Advisory, Origination and objectives of the CompanyAcquisition Services. The Manager shall act in good faith shall: (i) approve and in a manner that the Manager reasonably believes to be in the best interests of oversee the Company. In addition to’s overall investment strategy, which will consist of elements such as investment selection criteria, diversification strategies and not as a limitation upon, Section 5.6, but subject to Section 18-1011 of the Act, any loss or damage incurred by the Manager by reason of any act or omission performed or omitted by it or its agents and employees in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority granted to it by this Agreement and in the best interests of the Company asset disposition strategies; (but not, in any event, any loss or damage incurred by the Manager by reason of gross negligence, willful misconduct, fraud or any breach of his fiduciary duty ii) serve as the Manager Company’s investment and financial manager with respect to originating, investing in and managing a diversified portfolio of commercial real estate loans, preferred equity investments in commercial real estate and other select commercial real estate investments and real estate-related assets; (iii) approve and oversee the Company’s debt financing strategies; (iv) approve joint ventures, limited partnerships and other such acts or omissionsrelationships with third parties; (v) shall be paid from Company assets approve any potential liquidity transaction; (vi) obtain market research and economic and statistical data in connection with the Company’s investments and investment objectives and policies; (vii) oversee and conduct due diligence processes related to the extent available prospective investments; and (but no Member shall have any personal liability to the Manager under any circumstances on account of any such loss or damage incurred by the Manager or on account of the payment thereof). To the extent that the Act allows this Agreement to define the fiduciary standard of the Manager, that standard shall be met unless the error or omission of the Manager constituted gross negligence, willful misconduct, or fraudviii) negotiate and execute approved investments and other transactions.

Power and Authority of the Manager. Except for those matters specifically requiring approval Management of the Members as set forth in Section 4.7(d), the Manager shall have complete and exclusive control of the management of the Company's business and affairs (including tax and accounting elections), and the Members shall have no right to participate in the management or the conduct of the Company's business and affairs nor any power or authority to act for, or on behalf of, the Company in any respect whatsoever. Except as otherwise specifically provided in the Certificate of Formation, this Agreement or the Act, the Manager shall have the right, power, and authority on behalf of the Company and shall be vested in its name to exercise all of one or more Managers (the rights, powers, and authority of the Company under the Act“Manager”). The Manager shall directbe Dopaco or its successor as determined by the Members. The Members may remove the Manager at any time. The Manager shall have all rights and powers and shall make all decisions affecting the Company in furtherance of the Company’s purposes, manageincluding, but not limited to, the following: (i) to appoint a President, one or more Vice Presidents, a Secretary, a Treasurer and control such other officers of the Company as the Manager deems appropriate to carry out and execute the decisions and instructions of the Manager in the day to day operations of the business of the Company to the best of its ability and Company. Such officers shall have full such duties and complete authority, power, and discretion powers as are from time to make any and all decisions and to do any and all things that time specified by the Manager shall deem and they may be removed by the Manager at any time with or without cause; (ii) to be reasonably required to accomplish the business and objectives retain all or any part of the Company. The Manager shall act in good faith and in a manner that the Manager reasonably believes to be in the best interests of the Company. In addition to, and not ’s assets as a limitation upon, Section 5.6, but subject to Section 18-1011 of the Act, any loss or damage incurred by the Manager by reason of any act or omission performed or omitted by it or its agents and employees in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of the authority granted to it by this Agreement and in the best interests of the Company (but not, in any event, any loss or damage incurred by the Manager by reason of gross negligence, willful misconduct, fraud or any breach of his fiduciary duty long as the Manager deems advisable, and to invest, reinvest and keep invested all or any part thereof, without being restricted in any way with respect to the type of assets retained or invested in or with respect to the portion of the assets devoted to any investment; (iii) to purchase, lease or otherwise acquire the ownership, use or benefit of assets, properties, rights or privileges, real or personal, tangible or intangible, of any kind or description, whether income producing or not; (iv) to sell, pledge, mortgage, lease without limit of time, exchange, or to grant options for the purchase, lease or exchange of any Company assets, on such terms and conditions as the Manager may determine; (v) to vote at any election or meeting of any corporation, partnership, limited liability company, joint venture or other entity, in person or by proxy, to appoint agents to do so in the place and instead of the Manager, and to exercise all rights (including without limitation approval and consent rights) that the Company may have with respect to such acts entity, whether pursuant to applicable law, governing documents, contracts or omissionsotherwise; (vi) shall to borrow money for any purpose that the Manager considers to be paid from for the benefit of the Company or to facilitate its administration, and to mortgage or pledge Company assets to secure the extent available repayment thereof; (but no Member shall have vii) to retain and pay a custodian, accountants, counsel, brokers and other agents and to incur any personal liability other expenses which are reasonably related to the Manager under operation of the Company; (viii) to establish a brokerage account, and to hold or register assets in the name of a broker, nominees, the nominees of their custodian or broker, or their agent or their agent’s custodian, or in bearer form, without disclosing any circumstances on account of Company or fiduciary relationship; and (ix) to invest in time deposits and savings accounts and to maintain banking accounts in any such loss or damage incurred institutions determined by the Manager or on account of the payment thereof). To the extent that the Act allows this Agreement to define the fiduciary standard of the Manager, that standard shall be met unless the error or omission of the Manager constituted gross negligence, willful misconduct, or fraud.