Common use of Authority of the Manager Clause in Contracts

Authority of the Manager. (a) Pursuant to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 9), 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 obtain the prior approval of a risk committee of the Board of Directors or another committee consisting entirely of Independent Directors in connection with any investment that is inconsistent with the Company’s publicly disclosed Investment Guidelines as in effect from time to time, or, if none are then publicly disclosed, as otherwise adopted by the Board from time to time. (c) If a transaction requires approval by a risk committee of the Board of Directors or another committee consisting entirely of Independent Directors, the Manager will deliver to the risk committee of the Board of Directors or another committee consisting entirely of Independent Directors all documents and other information reasonably required by them to properly evaluate the proposed transaction. (d) During the term of this Agreement and on the terms and conditions set forth in this Agreement, the Company and each of its subsidiaries hereby constitutes, appoints and authorizes the Manager as its true and lawful agent and attorney-in-fact, in its name, place and stead, to negotiate, execute, deliver and enter into agreements, instruments and authorizations on their behalf, on such terms and conditions as the Manager, acting in its sole and absolute discretion, deems necessary or appropriate (subject to any limitations imposed by the Board). This power of attorney is deemed to be coupled with an interest.

Authority of the Manager. (a) Pursuant to the terms of this Agreement (including the restrictions included in this Section 4 and in Section 9)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 obtain the prior approval of a a risk committee of the Board of Directors or another committee consisting entirely of Independent Directors in connection with any investment that is inconsistent with the Company’s publicly disclosed Investment Guidelines as in effect from time to time, or, if none are then publicly disclosed, as otherwise adopted by the Board from time to time. (c) If a transaction requires approval by a risk committee of the Board of Directors or another committee consisting entirely of Independent Directors, the Manager will deliver to the risk committee of the Board of Directors or another committee consisting entirely of Independent Directors all documents and other information reasonably required by them to properly evaluate the proposed transaction. (d) During the term of this Agreement and on the terms and conditions set forth in this Agreement, the Company and each of its subsidiaries hereby constitutes, appoints and authorizes the Manager as its true and lawful agent and attorney-in-fact, in its name, place and stead, to negotiate, execute, deliver and enter into agreements, instruments and authorizations on their behalf, on such terms and conditions as the Manager, acting in its sole and absolute discretion, deems necessary or appropriate (subject to any limitations imposed by the Board). This power of attorney is deemed to be coupled with an interest.