Common use of Rights and Powers of the Board Clause in Contracts

Rights and Powers of the Board. (a) Management of the Company shall be vested in a board of managers of the Company (the “Board”), except to the extent otherwise provided in this Agreement. The Members intend and agree that the Board is for all purposes the “manager” of the Company as defined in the Act. The Board shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes of the Company as set forth in this Agreement, except to the extent otherwise provided in this Agreement. The Board may delegate any of its powers or authority pursuant to this Agreement to any Person or group of individuals, including the Officers, provided, that no such delegation shall cause the Board to cease to be the “manager” of the Company within the meaning of the Act. The Board hereby delegates its powers or authority pursuant to this Agreement to the Manager. The Manager will serve as manager for an indefinite term, but the Manager may be removed by the Board at any time, or may choose to withdraw as manager, under certain circumstances. Except as expressly set forth herein, no Member, solely in his or her capacity as a Member, has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditure on behalf of the Company. (b) The Manager may assign its rights under this Agreement in its entirety or delegate certain of its duties under this Agreement to any of its Affiliates without the approval of the Members so long as the Manager remains liable for any such Affiliate’s performance, and if such assignment or delegation does not require the Company’s approval under the Investment Company Act. The Manager may withdraw as the Company’s manager if the Company becomes required to register as an investment company under the Investment Company Act, with such withdrawal deemed to occur immediately before such event. The Manager shall determine whether any succeeding manager possesses sufficient qualifications to perform the management function. (c) The sole duty of each Board Member to the Company and to the Members shall be to comply in good faith with the terms of this Agreement in a manner that does not constitute Disabling Conduct. It is the express intention of the Members that the provisions of this Agreement, to the extent that they restrict or eliminate the duties of the Board Members to the Company or to any Members otherwise existing at law or in equity, replace such other duties and liabilities; provided, that the foregoing shall not restrict the implied covenant of good faith and fair dealing. (d) Except as otherwise specifically provided in this Agreement, in exercising its authority under this Agreement, the Board may, but shall be under no obligation to, take into account the tax consequences to any Member of any action taken by it. The Board and the Company shall have no liability to a Member as a result of an income tax liability incurred by such Member as a result of an action (or inaction) by the Board taken pursuant to and in accordance with its authority under this Agreement. (e) Subject to the express provisions of this Agreement, the Board shall have full, complete and exclusive right, power and authority to cause the sale or other disposition of all or substantially all of the assets of the Company or a merger, consolidation, reorganization, business combination or similar transaction with respect to the Company. Further, the Board shall have full, complete and exclusive right, power and authority to grant any approval of the Company, in its capacity as a holder of units of limited partnership interest in the Operating Partnership designated as Common Shares pursuant to the Operating Partnership Agreement. (f) The Manager may delegate any of its powers or authority pursuant to this Agreement to any Person or group of individuals, including the Officers, without the approval of the Board so long as the Manager remains liable for any such Person’s performance, and if such assignment or delegation does not require the Company’s approval under the Investment Company Act. The Manager may withdraw as the Company’s manager if the Company becomes required to register as an investment company under the Investment Company Act, with such withdrawal deemed to occur immediately before such event. The Manager shall determine whether any succeeding manager possesses sufficient qualifications to perform the management function. (g) The Manager shall have the right, power and authority to (i) request from any Member such information as the Manager deems necessary to eliminate or reduce the exposure of the Company or the Members, in general, to adverse tax, ERISA or regulatory consequences, and (ii) require every prospective Member to (a) represent and agree as to whether it is, or is not, and shall not be for the duration of its investment in the Company, an ERISA Member and (b) provide such other assurances as the Manager may determine. (h) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Company will be managed by the Board within the meaning of Section 856(a)(1) of the Code, and no right under this Agreement shall be interpreted in a manner inconsistent with such requirement.

Rights and Powers of the Board. (a) Management of the Company shall be vested in a board Board of managers Managers of the Company (the “Board”), except to the extent otherwise provided in this Agreement. The Members Shareholders intend and agree that the Board is for all purposes the “manager” of will manage the Company as defined in the Act. The Board shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes of the Company Company, as set forth in this Agreement, except to the extent otherwise provided in this Agreement. The Board may delegate any of its powers or authority pursuant to this Agreement to any Person or group of individuals, including the Officers, provided, that no such delegation shall cause the Board to cease to be being the “manager” primary and senior governing and managing body of the Company Company, within the meaning of the Act. The Board hereby delegates its powers or authority pursuant to this Agreement to the Manager, REI Capital Management, LLC. The Manager will serve as manager for an indefinite term, but the Manager may be removed by the Board at any time, or may choose to withdraw as manager, under certain circumstances. Except as expressly set forth herein, no MemberShareholder, solely in his his, her, or her its capacity as a MemberShareholder, has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditure on behalf of the Company. (b) The Manager may assign its rights under this Agreement in its entirety or delegate certain of its duties under this Agreement to any of its Affiliates Affiliates, without the approval of the Members Shareholders, so long as the Manager remains liable for any such Affiliate’s performance, and if such assignment or delegation does not require the Company’s approval under the Investment Company Act. The Manager may withdraw as the Company’s manager if the Company becomes required to register as an investment company under the Investment Company Act, with such withdrawal deemed to occur immediately before such event. The Manager shall determine whether any succeeding manager possesses sufficient qualifications to perform the management function. (c) The sole duty of each Board Member to the Company and to the Members Shareholders shall be to comply in good faith with the terms of this Agreement in a manner that does not constitute Disabling Conduct. It is the express intention of the Members Shareholders that the provisions of this Agreement, to the extent that they restrict or eliminate the duties of the Board Members to the Company or to any Members Shareholders otherwise existing at law or in equity, replace such other duties and liabilities; provided, that the foregoing shall not restrict the implied covenant of good faith and fair dealing. (d) Except as otherwise specifically provided in this Agreement, in exercising its authority under this Agreement, the Board may, but shall be under no obligation to, take into account the tax consequences to any Member Shareholder of any action taken by it. The Board and the Company shall have no liability to a Member Shareholder, as a result of an income tax liability incurred by such Member Shareholder as a result of an action (or inaction) by the Board taken pursuant to and in accordance with its authority under this Agreement. (e) Subject to the express provisions of this Agreement, the Board shall have full, complete and exclusive right, power and authority to cause the sale or other disposition of all or substantially all of the assets of the Company or a merger, consolidation, reorganization, business combination combination, or similar transaction with respect to the Company. Further, the Board shall have full, complete and exclusive right, power and authority to grant any approval of the Company, in its capacity as a holder Managing Member of units of limited partnership interest in the Operating Partnership designated as Common Shares pursuant to Company Phat Holding, LLC (the Operating Partnership Agreement“OC”). (f) The Manager may delegate any of its powers or authority pursuant to this Agreement to any Person or group of individuals, including the Officers, without the approval of the Board Board, so long as the Manager remains liable for any such Person’s performance, and if such assignment or delegation does not require the Company’s approval under the Investment Company Act. The Manager may withdraw as the Company’s manager if the Company becomes required to register as an investment company under the Investment Company Act, with such withdrawal deemed to occur immediately before such event. The Manager shall determine whether any succeeding manager possesses sufficient qualifications to perform the management function. (g) The Manager shall have the right, power power, and authority to (i) request from any Member Shareholder such information as the Manager deems necessary to eliminate or reduce the exposure of the Company or the MembersShareholders, in general, to adverse tax, ERISA or regulatory consequences, and (ii) require every prospective Member Shareholder to (a) represent and agree as to whether it is, or is not, and shall not be for the duration of its investment in the Company, an ERISA Member Shareholder and (b) provide such other assurances as the Manager may determine. (h) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Company will be managed by the Board within the meaning of Section §856(a)(1) of the Code, Code and no right under this Agreement shall be interpreted in a manner inconsistent with such requirement.

Rights and Powers of the Board. (a) Management of the Company shall be vested in a board of managers of the Company (the “Board”), except to the extent otherwise provided in this Agreement. The Members Bondholders intend and agree that the Board is for all purposes the “manager” of the Company as defined in the Act. The Board shall have the power to do any and all acts necessary or convenient to or for the furtherance of the purposes of the Company as set forth in this Agreement, except to the extent otherwise provided in this Agreement. The Board may delegate any of its powers or authority pursuant to this Agreement to any Person or group of individuals, including the Officers, provided, that no such delegation shall cause the Board to cease to be the “manager” of the Company within the meaning of the Act. The Board hereby delegates its powers or authority pursuant to this Agreement to the Manager. The Manager will serve as manager for an indefinite term, but the Manager may be removed by the Board at any time, or may choose to withdraw as manager, under certain circumstances. Except as expressly set forth herein, no MemberBondholder, solely in his or her capacity as a MemberBondholder, has the authority or power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditure on behalf of the Company. (b) The Manager may assign its rights under this Agreement in its entirety or delegate certain of its duties under this Agreement to any of its Affiliates without the approval of the Members so long as Bondholders and the Manager remains liable for any such Affiliate’s performance, and if such assignment or delegation does not require the Company’s approval under the Investment Company Act. The Manager may withdraw as the Company’s manager if the Company becomes required to register as an investment company under the Investment Company Act, with such withdrawal deemed to occur immediately before such event. The Manager shall determine whether any succeeding manager possesses sufficient qualifications to perform the management function. (c) The sole duty of each Board Member to the Company and to the Members Bondholders shall be to comply in good faith with the terms of this Agreement in a manner that does not constitute Disabling Conduct. It is the express intention of the Members Bondholders that the provisions of this Agreement, to the extent that they restrict or eliminate the duties of the Board Members to the Company or to any Members Bondholders otherwise existing at law or in equity, replace such other duties and liabilities; provided, that the foregoing shall not restrict the implied covenant of good faith and fair dealing. (d) Except as otherwise specifically provided in this Agreement, in exercising its authority under this Agreement, the Board may, but shall be under no obligation to, take into account the tax consequences to any Member Bondholder of any action taken by it. The Board and the Company shall have no liability to a Member Bondholder as a result of an income tax liability incurred by such Member Bondholder as a result of an action (or inaction) by the Board taken pursuant to and in accordance with its authority under this Agreement. (e) Subject to the express provisions of this Agreement, the Board shall have full, complete and exclusive right, power and authority to cause the sale or other disposition of all or substantially all of the assets of the Company or a merger, consolidation, reorganization, business combination or similar transaction with respect to the Company. Further, the Board shall have full, complete and exclusive right, power and authority to grant any approval of the Company, in its capacity as a holder of units of limited partnership interest in the Operating Partnership designated as Common Shares pursuant to the Operating Partnership Agreement. (f) The Manager may delegate any of its powers or authority pursuant to this Agreement to any Person or group of individuals, including the Officers, without the approval of the Board so long as the Manager remains liable for any such Person’s performance, and if such assignment or delegation does not require the Company’s approval under the Investment Company Act. The Manager may withdraw as the Company’s manager if the Company becomes required to register as an investment company under the Investment Company Act, with such withdrawal deemed to occur immediately before such event. The Manager shall determine whether any succeeding manager possesses sufficient qualifications to perform the management function. (g) The Manager shall have the right, power and authority to (i) request from any Member Bondholder such information as the Manager deems necessary to eliminate or reduce the exposure of the Company or the MembersBondholders, in general, to adverse tax, ERISA or regulatory consequences, and (ii) require every prospective Member Bondholder to (a) represent and agree as to whether it is, or is not, and shall not be for the duration of its investment in the Company, an ERISA Member Bondholder and (b) provide such other assurances as the Manager may determine. (h) For the sake of clarity and notwithstanding anything to the contrary in this Agreement, the Company will be managed by the Board within the meaning of Section 856(a)(1) of the Code, and no right under this Agreement shall be interpreted in a manner inconsistent with such requirement.