Common use of Appointment and Duties of the Manager Clause in Contracts

Appointment and Duties of the Manager. (a) The Company hereby appoints the Manager to manage the assets of the Company subject to the further terms and conditions set forth in this Agreement and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties. (b) The Manager, in its capacity as manager of the assets and the day-to-day operations of the Company, at all times will be subject to the supervision of the Company’s Board of Directors and will have only such functions and authority as the Company may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Manager hereby. The Manager will be responsible for the day-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the assets and operations of the Company as may be appropriate, including, without limitation: (i) serving as the Company’s consultant with respect to the periodic review of the investment criteria and parameters for Investments, borrowings and operations; (ii) investigation, analysis, valuation and selection of investment opportunities; (iii) with respect to prospective Investments by the Company and dispositions of Investments, conducting negotiations with brokers, sellers and purchasers and their respective agents and representatives, investment bankers and owners of privately and publicly held companies; (iv) engaging and supervising, on behalf of the Company and at the Company’s expense, independent contractors that provide services relating to the Investments, including, but not limited to, investment banking, legal advisory, tax advisory, accounting advisory, securities brokerage, real estate advisory and brokerage, and other financial and consulting services as the Manager determines from time to time is advisable; (v) negotiating on behalf of the Company for the sale, exchange or other disposition of any Investments; (vi) coordinating and managing operations of any joint venture or co-investment interests held by the Company and conducting all matters with the joint venture or co-investment partners; (vii) providing executive and administrative personnel, office space and office services required in rendering services to the Company; (viii) administering the day-to-day operations of the Company and performing and supervising the performance of such other administrative functions necessary in the management of the Company as may be agreed upon by the Manager and the Board of Directors, including, without limitation, the collection of revenues and the payment of the Company’s debts and obligations and maintenance of appropriate computer services to perform such administrative functions; (ix) communicating on behalf of the Company with the holders of any equity or debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective relations with such holders; (x) counseling the Company in connection with policy decisions to be made by the Board of Directors; (xi) evaluating and recommending to the Board of Directors modifications to the hedging strategies in effect on the date hereof and engaging in hedging activities on behalf of the Company; (xii) counseling the Company regarding the maintenance of its exemption from the Investment Company Act and monitoring compliance with the requirements for maintaining an exemption from that Act; (xiii) assisting the Company in developing criteria that are specifically tailored to the Company’s investment objectives and making available to the Company its knowledge and experience with respect to its target assets; (xiv) representing and making recommendations to the Company in connection with the purchase and finance, and commitment to purchase and finance, of its target assets, and in connection with the sale and commitment to sell such assets; (xv) monitoring the operating performance of the Investments and providing periodic reports with respect thereto to the Board of Directors, including comparative information with respect to such operating performance, valuation and budgeted or projected operating results; (xvi) investing and re-investing any moneys and securities of the Company (including investing in short-term Investments pending investment in Investments, payment of fees, costs and expenses, or payments of dividends or distributions to stockholders and partners of the Company) and advising the Company as to its capital structure and capital raising; (xvii) causing the Company to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and to conduct quarterly compliance reviews with respect thereto; (xviii) causing the Company to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (xix) assisting the Company in complying with all regulatory requirements applicable to the Company in respect of its business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents required under the Exchange Act; (xx) taking all necessary actions to enable the Company to make required tax filings and reports, including soliciting stockholders for required information to the extent provided by the provisions of the Code; (xxi) handling and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company may be involved or to which the Company may be subject arising out of the Company’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board of Directors; (xxii) using commercially reasonable efforts to cause expenses incurred by or on behalf of the Company to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board of Directors from time to time; (xxiii) performing such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Board of Directors shall reasonably request or the Manager shall deem appropriate under the particular circumstances; and (xxiv) using commercially reasonable efforts to cause the Company to comply with all applicable laws. Without limiting the foregoing, the Manager will perform portfolio management services (the “Portfolio Management Services”) on behalf of the Company with respect to the Investments. Such services will include, but not be limited to, consulting with the Company on the purchase and sale of, and other investment opportunities in connection with, the Company’s portfolio of assets; the collection of information and the submission of reports pertaining to the Company’s assets, general economic conditions; periodic review and evaluation of the performance of the Company’s portfolio of assets; acting as liaison between the Company and banking, investment banking and other parties with respect to the purchase, financing and disposition of assets; and other customary functions related to portfolio management. Additionally, the Manager will perform monitoring services (the “Monitoring Services”) on behalf of the Company with respect to any services provided by third parties, which the Manager determines are material to the performance of the business. (c) The Manager may enter into agreements with other parties, including its affiliates (subject to Section 2(d) below), for the purpose of engaging one or more asset managers for and on behalf, and at the sole cost and expense, of the Company to provide operations management, asset management, personnel management, development and/or similar services to the Company (including, without limitation, Portfolio Management Services and Monitoring Services) with respect to the Investments, pursuant to management agreement(s) with terms which are then customary for agreements regarding the management or servicing of assets similar in type, quality and value to the assets of the Company; provided, that (i) with respect to Portfolio Management Services, (A) any such agreements shall be subject to the Company’s prior written approval and (B) the Manager shall remain liable for the performance of such Portfolio Management Services, and (ii) with respect to Monitoring Services, any such agreements shall be subject to the Company’s prior written approval. (d) Transactions between the Manager and any affiliate (including, but not limited to, any amendments to this Agreement or any issuance by the Company of equity to existing shareholders as of the date of this Agreement that would change the relative equity ownership percentages among such existing shareholders) must be approved in advance by the majority of the Independent Directors and be determined by such Independent Directors to be in the best interests of the Company. If any affiliate transaction involving the acquisition of an asset from the Manager or an affiliate of the Manager is not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company. (e) The Manager may retain, for and on behalf, and at the sole cost and expense, of the Company, such services of accountants, legal counsel, appraisers, insurers, brokers, transfer agents, registrars, developers, investment banks, financial advisors, banks and other lenders and others as the Manager deems necessary or advisable in connection with the management and operations of the Company. Notwithstanding anything contained herein to the contrary, the Manager shall have the right to cause any such services to be rendered by its employees or affiliates. Commencing from the Listing, the Company shall pay or reimburse the Manager or its affiliates performing such services for the cost thereof; provided, that such costs and reimbursements are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s‑length basis. (f) As frequently as the Manager may deem necessary or advisable, or at the direction of the Board of Directors, the Manager shall, at the sole cost and expense of the Company, prepare, or cause to be prepared, with respect to any Investment (i) reports and information on the Company’s operations and asset performance and (ii) other information reasonably requested by the Company. (g) The Manager shall prepare, or cause to be prepared, at the sole cost and expense of the Company, all reports, financial or otherwise, with respect to the Company reasonably required by the Board of Directors in order for the Company to comply with its Governing Instruments or any other materials required to be filed with any governmental body or agency, and shall prepare, or cause to be prepared, all materials and data necessary to complete such reports and other materials including, without limitation, an annual audit of the Company’s books of account by a nationally recognized independent accounting firm. (h) The Manager shall prepare regular reports for the Board of Directors to enable the Board of Directors to review the Company’s acquisitions, portfolio composition and characteristics, performance and compliance with policies approved by the Board of Directors. (i) Notwithstanding anything contained in this Agreement to the contrary, except to the extent that the payment of additional monies is proven by the Company to have been required as a direct result of the Manager’s acts or omissions which result in the right of the Company to terminate this Agreement pursuant to Section 15 of this Agreement, the Manager shall not be required to expend money (“Excess Funds”) in excess of that contained in any applicable Company Account (as herein defined) or otherwise made available by the Company to be expended by the Manager hereunder. Failure of the Manager to expend Excess Funds out-of-pocket shall not give rise or be a contributing factor to the right of the Company under Section 13(a) of this Agreement to terminate this Agreement due to the Manager’s unsatisfactory performance. (j) In performing its duties under this Section 2, the Manager shall be entitled to rely reasonably on qualified experts hired by the Manager.

Appointment and Duties of the Manager. (a) The Company and each of the Subsidiaries hereby appoints the Manager to manage the assets of the Company Company, the Series and the Subsidiaries subject to the further terms and conditions set forth in this Agreement and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties. (b) The parties acknowledge that (i) the Manager is registered under the Advisers Act; (ii) the Manager performs its services for the Company, the Series and the Subsidiaries through the personnel and facilities of Apollo; (iii) the Manager has no, and will have no, employees or other persons acting on its behalf other than (A) officers, partners and employees of Apollo, or (B) other persons who are subject to the supervision and control of Apollo; and (iv) all of the investment advisory activities of the Manager are subject to the Advisers Act and the rules thereunder. (c) The Manager, in its capacity as manager of the assets and the day-to-day operations of the Company, the Series and the Subsidiaries, at all times will shall be subject to the supervision of the Company’s Board of Directors and will shall have only such functions and authority as the Company may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Manager hereby. The Manager will be responsible for the day-to-day operations of the Company Company, the Series and will the Subsidiaries. The Manager shall perform (or cause to be performed) such services and activities relating to the assets and operations of the Company Company, the Series and the Subsidiaries as may be appropriate, including, without limitation: (i) serving as i. originating and recommending opportunities to acquire Asset-Backed Finance Assets and to finance Asset-Backed Finance Assets, consistent with the business objectives and strategy of the Company’s consultant with respect to , the periodic Series and the Subsidiaries; ii. monitoring and evaluating the Company’s, the Series’ and the Subsidiaries’ Asset-Backed Finance Assets; iii. analyzing and investigating potential dispositions of Asset-Backed Finance Assets, including identification of potential acquirers and evaluations of offers made by such potential acquirers; iv. structuring of acquisitions and financings of Asset-Backed Finance Assets; v. identifying bank and institutional sources of financing for the Company, each Series and its Asset-Backed Finance Assets, arrangement of appropriate introductions and marketing of financial proposals; vi. supervising the preparation and review of all documents required in connection with the investment criteria and parameters for Investmentsacquisition, borrowings and operationsdisposition or financing of each Asset-Backed Finance Asset; (ii) investigation, analysis, valuation and selection of investment opportunities; (iii) with respect to prospective Investments by the Company and dispositions of Investments, conducting negotiations with brokers, sellers and purchasers and their respective agents and representatives, investment bankers and owners of privately and publicly held companies; (iv) engaging and supervising, on behalf of the Company and at the Company’s expense, independent contractors that provide services relating to the Investments, including, but not limited to, investment banking, legal advisory, tax advisory, accounting advisory, securities brokerage, real estate advisory and brokerage, and other financial and consulting services as the Manager determines from time to time is advisable; (v) negotiating on behalf of the Company for the sale, exchange or other disposition of any Investments; (vi) coordinating and managing operations of any joint venture or co-investment interests held by the Company and conducting all matters with the joint venture or co-investment partners; (vii) providing executive and administrative personnel, office space and office services required in rendering services to the Company; (viii) . administering the day-to-day operations of the Company and performing and supervising the performance of such other administrative functions necessary in to the management of the Company and the Subsidiaries as may be agreed upon by the Manager and the Board of Directors, including, without limitation, the collection of revenues and the payment of the Company’s debts and obligations of the Company, the Series and the Subsidiaries and maintenance of appropriate computer services to perform such administrative functions, in each case, for which the Company shall reimburse the Manager; viii. monitoring the performance of Asset-Backed Finance Assets and, where appropriate, providing advice regarding the management of Asset-Backed Finance Assets; ix. arranging and coordinating the services of other professionals and consultants, including Apollo personnel; x. making recommendations to the Company with respect to the Company’s repurchase offers; xi. originating, recommending opportunities to form, acquiring, structuring, coordinating and assisting with managing operations of any joint venture or Asset-Backed Finance Assets held by the Company, the Series or the Subsidiaries and conducting all matters with the joint venture or other partners consistent with the business objectives and strategies of the Company (ixincluding, for the avoidance of doubt, the power to structure joint ventures that provide that any controlling interest of the Company shall be forfeited upon termination of this Agreement); xii. advising the Company, the Series and the Subsidiaries on, preparing, negotiating and entering into, on behalf of the Company, the Series or the Subsidiaries, applications and agreements relating to programs established by the U.S. government; xiii. arranging marketing materials, advertising, industry group activities (such as conference participations and industry organization memberships) and other promotional efforts designed to promote the Company’s, the Series’ and the Subsidiaries’ business; xiv. communicating on behalf of the Company and the Subsidiaries with the holders of any of their equity or debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective relations with such holders; (x) xv. counseling the Company in connection with policy decisions to be made by the Board of Directors; (xi) xvi. evaluating and recommending to the Board of Directors modifications to the hedging strategies in effect on the date hereof and engaging in hedging activities on behalf of the Company, the Series and the Subsidiaries, consistent with such strategies as so modified from time to time; (xii) xvii. counseling the Company and the Subsidiaries regarding the maintenance of its exemption their exclusion from the definition of an investment company under the Investment Company Act and Act, monitoring compliance with the requirements for maintaining an exemption such exclusion and using commercially reasonable efforts to cause them to maintain such exclusion from that Actsuch status; (xiii) assisting the Company in developing criteria that are specifically tailored to the Company’s investment objectives xviii. furnishing reports and making available statistical and economic research to the Company its knowledge and experience with respect to its target assetsthe Subsidiaries regarding their activities and services performed for the Company, the Series and the Subsidiaries by the Manager; (xiv) representing and making recommendations to the Company in connection with the purchase and finance, and commitment to purchase and finance, of its target assets, and in connection with the sale and commitment to sell such assets; (xv) xix. monitoring the operating performance of the Investments Asset-Backed Finance Assets and providing periodic reports with respect thereto to the Board of Directors, including comparative information with respect to such operating performance, valuation performance and budgeted or projected operating results; (xvi) xx. investing and re-investing reinvesting any moneys and securities of the Company Company, the Series and the Subsidiaries (including investing in short-term Investments Asset-Backed Finance Assets pending investment in Investmentsthe acquisition of other Asset-Backed Finance Assets, payment of fees, costs and expenses, or payments of dividends or distributions to stockholders shareholders and partners members of the CompanyCompany and the Subsidiaries) and advising the Company and the Subsidiaries as to its their capital structure and capital raising; (xvii) causing xxi. assisting the Company to retain and the Subsidiaries in retaining qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting systems and procedures, internal controls and other compliance procedures and testing systems with respect to financial reporting obligations and to conduct quarterly compliance reviews with respect thereto; (xviii) causing xxii. assisting the Company and the Subsidiaries to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (xix) xxiii. assisting the Company Company, the Series and the Subsidiaries in complying with all regulatory requirements applicable to the Company them in respect of its their business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents documents, if any, required under the Exchange Act or the Securities Act; (xx) xxiv. assisting the Company, the Series and the Subsidiaries in taking all necessary actions action to enable the Company them to make required tax filings and reports; xxv. placing, including soliciting stockholders for required information to or facilitating the extent provided by the provisions of the Code; (xxi) handling and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company may be involved or to which the Company may be subject arising out of the Company’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board of Directors; (xxii) using commercially reasonable efforts to cause expenses incurred by or on behalf of the Company to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board of Directors from time to time; (xxiii) performing such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Board of Directors shall reasonably request or the Manager shall deem appropriate under the particular circumstances; and (xxiv) using commercially reasonable efforts to cause the Company to comply with all applicable laws. Without limiting the foregoing, the Manager will perform portfolio management services (the “Portfolio Management Services”) on behalf of the Company with respect to the Investments. Such services will include, but not be limited to, consulting with the Company on the purchase and sale placement of, and other investment opportunities in connection with, the Company’s portfolio of assets; the collection of information and the submission of reports pertaining to the Company’s assets, general economic conditions; periodic review and evaluation of the performance of the Company’s portfolio of assets; acting as liaison between the Company and banking, investment banking and other parties with respect to the purchase, financing and disposition of assets; and other customary functions related to portfolio management. Additionally, the Manager will perform monitoring services (the “Monitoring Services”) on behalf of the Company with respect to any services provided by third parties, which the Manager determines are material to the performance of the business. (c) The Manager may enter into agreements with other parties, including its affiliates (subject to Section 2(d) below), for the purpose of engaging one or more asset managers for and on behalf, and at the sole cost and expense, of the Company to provide operations management, asset management, personnel management, development and/or similar services to the Company (including, without limitation, Portfolio Management Services and Monitoring Services) with respect to the Investments, all orders pursuant to management agreement(s) with terms which are then customary for agreements regarding the management or servicing of assets similar in type, quality and value to the assets of the Company; provided, that (i) with respect to Portfolio Management Services, (A) any such agreements shall be subject to the Company’s prior written approval and (B) the Manager shall remain liable for the performance of such Portfolio Management Services, and (ii) with respect to Monitoring Services, any such agreements shall be subject to the Company’s prior written approval. (d) Transactions between the Manager and any affiliate (including, but not limited to, any amendments to this Agreement or any issuance by the Company of equity to existing shareholders as of the date of this Agreement that would change the relative equity ownership percentages among such existing shareholders) must be approved in advance by the majority of the Independent Directors and be determined by such Independent Directors to be in the best interests of the Company. If any affiliate transaction involving the acquisition of an asset from the Manager or an affiliate of the Manager is not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company. (e) The Manager may retain, for and on behalf, and at the sole cost and expense, of the Company, such services of accountants, legal counsel, appraisers, insurers, brokers, transfer agents, registrars, developers, investment banks, financial advisors, banks and other lenders and others as the Manager deems necessary or advisable in connection with the management and operations of the Company. Notwithstanding anything contained herein to the contrary, the Manager shall have the right to cause any such services to be rendered by its employees or affiliates. Commencing from the Listing, the Company shall pay or reimburse the Manager or its affiliates performing such services for the cost thereof; provided, that such costs and reimbursements are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s‑length basis. (f) As frequently as the Manager may deem necessary or advisable, or at the direction of the Board of Directors, the Manager shall, at the sole cost and expense of the Company, prepare, or cause to be prepared, with respect to any Investment (i) reports and information on the Company’s operations and asset performance and (ii) other information reasonably requested by the Company. (g) The Manager shall prepare, or cause to be prepared, at the sole cost and expense of the Company, all reports, financial or otherwise, with respect to the Company reasonably required by the Board of Directors in order for the Company to comply with its Governing Instruments or any other materials required to be filed with any governmental body or agency, and shall prepare, or cause to be prepared, all materials and data necessary to complete such reports and other materials including, without limitation, an annual audit of the Company’s books of account by a nationally recognized independent accounting firm. (h) The Manager shall prepare regular reports for the Board of Directors to enable the Board of Directors to review the Company’s acquisitions, portfolio composition and characteristics, performance and compliance with policies approved by the Board of Directors. (i) Notwithstanding anything contained in this Agreement to the contrary, except to the extent that the payment of additional monies is proven by the Company to have been required as a direct result of the Manager’s acts or omissions which result in the right of the Company to terminate this Agreement pursuant to Section 15 of this Agreement, the Manager shall not be required to expend money (“Excess Funds”) in excess of that contained in any applicable Company Account (as herein defined) or otherwise made available by the Company to be expended by the Manager hereunder. Failure of the Manager to expend Excess Funds out-of-pocket shall not give rise or be a contributing factor to the right of the Company under Section 13(a) of this Agreement to terminate this Agreement due to the Manager’s unsatisfactory performance. (j) In performing its duties under this Section 2acquisition determinations for the Company, the Manager shall be entitled to rely reasonably on qualified experts hired by Series and the Manager.Subsidiaries either directly with the issuer or with a broker or dealer (including any affiliated broker or dealer);

Appointment and Duties of the Manager. (a) The Company and each of the Subsidiaries hereby appoints the Manager to manage the assets of the Company Company, the Series and the Subsidiaries subject to the further terms and conditions set forth in this Agreement and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties. (b) The parties acknowledge that (i) the Manager is registered under the Advisers Act; (ii) the Manager performs its services for the Company, the Series and the Subsidiaries through the personnel and facilities of Apollo; (iii) the Manager has no, and will have no, employees or other persons acting on its behalf other than (A) officers, partners and employees of Apollo, or (B) other persons who are subject to the supervision and control of Apollo; and (iv) all of the investment advisory activities of the Manager are subject to the Advisers Act and the rules thereunder. (c) The Manager, in its capacity as manager of the assets and the day-to-day operations of the Company, the Series and the Subsidiaries, at all times will shall be subject to the supervision of the Company’s Board of Directors and will shall have only such functions and authority as the Company may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Manager hereby. The Manager will be responsible for the day-to-day operations of the Company Company, the Series and will the Subsidiaries. The Manager shall perform (or cause to be performed) such services and activities relating to the assets and operations of the Company Company, the Series and the Subsidiaries as may be appropriate, including, without limitation: (i) serving as i. originating and recommending opportunities to acquire Asset-Backed Finance Assets and to finance Asset-Backed Finance Assets, consistent with the business objectives and strategy of the Company’s consultant with respect to , the periodic Series and the Subsidiaries; ii. monitoring and evaluating the Company’s, the Series’ and the Subsidiaries’ Asset-Backed Finance Assets; iii. analyzing and investigating potential dispositions of Asset-Backed Finance Assets, including identification of potential acquirers and evaluations of offers made by such potential acquirers; iv. structuring of acquisitions and financings of Asset-Backed Finance Assets; v. identifying bank and institutional sources of financing for the Company, each Series and its Asset-Backed Finance Assets, arrangement of appropriate introductions and marketing of financial proposals; vi. supervising the preparation and review of all documents required in connection with the investment criteria and parameters for Investmentsacquisition, borrowings and operationsdisposition or financing of each Asset-Backed Finance Asset; (ii) investigation, analysis, valuation and selection of investment opportunities; (iii) with respect to prospective Investments by the Company and dispositions of Investments, conducting negotiations with brokers, sellers and purchasers and their respective agents and representatives, investment bankers and owners of privately and publicly held companies; (iv) engaging and supervising, on behalf of the Company and at the Company’s expense, independent contractors that provide services relating to the Investments, including, but not limited to, investment banking, legal advisory, tax advisory, accounting advisory, securities brokerage, real estate advisory and brokerage, and other financial and consulting services as the Manager determines from time to time is advisable; (v) negotiating on behalf of the Company for the sale, exchange or other disposition of any Investments; (vi) coordinating and managing operations of any joint venture or co-investment interests held by the Company and conducting all matters with the joint venture or co-investment partners; (vii) providing executive and administrative personnel, office space and office services required in rendering services to the Company; (viii) . administering the day-to-day operations of the Company and performing and supervising the performance of such other administrative functions necessary in to the management of the Company and the Subsidiaries as may be agreed upon by the Manager and the Board of Directors, including, without limitation, the collection of revenues and the payment of the Company’s debts and obligations of the Company, the Series and the Subsidiaries and maintenance of appropriate computer services to perform such administrative functions, in each case, for which the Company shall reimburse the Manager; viii. monitoring the performance of Asset-Backed Finance Assets and, where appropriate, providing advice regarding the management of Asset-Backed Finance Assets; ix. arranging and coordinating the services of other professionals and consultants, including Apollo personnel; x. making recommendations to the Company with respect to the Company’s repurchase offers; xi. originating, recommending opportunities to form, acquiring, structuring, coordinating and assisting with managing operations of any joint venture or Asset-Backed Finance Assets held by the Company, the Series or the Subsidiaries and conducting all matters with the joint venture or other partners consistent with the business objectives and strategies of the Company (ixincluding, for the avoidance of doubt, the power to structure joint ventures that provide that any controlling interest of the Company shall be forfeited upon termination of this Agreement); xii. advising the Company, the Series and the Subsidiaries on, preparing, negotiating and entering into, on behalf of the Company, the Series or the Subsidiaries, applications and agreements relating to programs established by the U.S. government; xiii. arranging marketing materials, advertising, industry group activities (such as conference participations and industry organization memberships) and other promotional efforts designed to promote the Company’s, the Series’ and the Subsidiaries’ business; xiv. communicating on behalf of the Company and the Subsidiaries with the holders of any of their equity or debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective relations with such holders; (x) xv. counseling the Company in connection with policy decisions to be made by the Board of Directors; (xi) xvi. evaluating and recommending to the Board of Directors modifications to the hedging strategies in effect on the date hereof and engaging in hedging activities on behalf of the Company, the Series and the Subsidiaries, consistent with such strategies as so modified from time to time; (xii) xvii. counseling the Company and the Subsidiaries regarding the maintenance of its exemption their exclusion from the definition of an investment company under the Investment Company Act and Act, monitoring compliance with the requirements for maintaining an exemption such exclusion and using commercially reasonable efforts to cause them to maintain such exclusion from that Actsuch status; (xiii) assisting the Company in developing criteria that are specifically tailored to the Company’s investment objectives xviii. furnishing reports and making available statistical and economic research to the Company its knowledge and experience with respect to its target assetsthe Subsidiaries regarding their activities and services performed for the Company, the Series and the Subsidiaries by the Manager; (xiv) representing and making recommendations to the Company in connection with the purchase and finance, and commitment to purchase and finance, of its target assets, and in connection with the sale and commitment to sell such assets; (xv) xix. monitoring the operating performance of the Investments Asset-Backed Finance Assets and providing periodic reports with respect thereto to the Board of Directors, including comparative information with respect to such operating performance, valuation performance and budgeted or projected operating results; (xvi) xx. investing and re-investing reinvesting any moneys and securities of the Company Company, the Series and the Subsidiaries (including investing in short-term Investments Asset-Backed Finance Assets pending investment in Investmentsthe acquisition of other Asset-Backed Finance Assets, payment of fees, costs and expenses, or payments of dividends or distributions to stockholders shareholders and partners members of the CompanyCompany and the Subsidiaries) and advising the Company and the Subsidiaries as to its their capital structure and capital raising; (xvii) causing xxi. assisting the Company to retain and the Subsidiaries in retaining qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting systems and procedures, internal controls and other compliance procedures and testing systems with respect to financial reporting obligations and to conduct quarterly compliance reviews with respect thereto; (xviii) causing xxii. assisting the Company and the Subsidiaries to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (xix) xxiii. assisting the Company Company, the Series and the Subsidiaries in complying with all regulatory requirements applicable to the Company them in respect of its their business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents documents, if any, required under the Exchange Act or the Securities Act; (xx) xxiv. assisting the Company, the Series and the Subsidiaries in taking all necessary actions action to enable the Company them to make required tax filings and reports; xxv. placing, including soliciting stockholders for required information or facilitating the placement of, all orders pursuant to the extent provided by Manager’s acquisition determinations for the provisions of Company, the CodeSeries and the Subsidiaries either directly with the issuer or with a broker or dealer (including any affiliated broker or dealer); (xxi) xxvi. handling and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) on the Company’s, the Series’ and/or the Subsidiaries’ behalf in which the Company Company, the Series and/or the Subsidiaries or their respective Asset-Backed Finance Assets, may be involved or to which the Company they may be subject arising out of the Company’s their day-to-day operationsoperations (other than with the Manager or its Affiliates), subject to such limitations or parameters as may be imposed from time to time by the Board of Directors; (xxii) xxvii. using commercially reasonable efforts to cause expenses incurred by the Company, the Series and the Subsidiaries or on their behalf of the Company to be commercially reasonable or commercially customary and within any budgeted parameters or expense guidelines set by the Board of Directors from time to time; xxviii. advising the Company, the Series and the Subsidiaries with respect to and structuring long-term financing vehicles for the Asset-Backed Finance Assets, and offering and selling securities publicly or privately in connection with any such structured financing; xxix. serving as the Company’s, the Series’ and the Subsidiaries’ consultant with respect to decisions regarding any of their financings, hedging activities or borrowings undertaken by the Company, the Series and the Subsidiaries including (xxiii1) performing assisting the Company, the Series and the Subsidiaries in developing criteria for debt and equity financing that are specifically tailored to their objectives, and (2) advising the Company, the Series and the Subsidiaries with respect to obtaining appropriate financing for their acquisitions; xxx. providing the Company, the Series and the Subsidiaries with such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Board of Directors shall reasonably request or may, from time to time, appoint the Manager shall deem appropriate under to be responsible for and perform, consistent with the particular circumstancesterms of this Agreement; and (xxiv) xxxi. using commercially reasonable efforts to cause the Company Company, the Series and the Subsidiaries to comply with all applicable laws. xxxii. determining any requirement for Shareholders to provide information in accordance with Section 2.1.4 of Exhibit B of the LLC Agreement or the principles thereof. Without limiting the foregoing, the Manager will shall perform portfolio management services (the “Portfolio Management Services”) on behalf of the Company Company, the Series and the Subsidiaries with respect to the InvestmentsAsset-Backed Finance Assets. Such services will include, but not be limited to, consulting with the Company Company, the Series and the Subsidiaries on the purchase and sale of, and other investment opportunities in connection with, the Company’s portfolio ’s, the Series’ and the Subsidiaries’ portfolios of assets; the collection of information and the submission of reports pertaining to the Company’s ’s, the Series’ and the Subsidiaries’ assets, interest rates and general economic conditions; periodic review and evaluation of the performance of the Company’s portfolio ’s, the Series’ and the Subsidiaries’ portfolios of assets; acting as liaison between the Company Company, the Series and the Subsidiaries and banking, mortgage banking, investment banking and other parties with respect to the purchase, financing and disposition of assets; and other customary functions related to portfolio management. Additionally, the Manager will perform monitoring services (the “Monitoring Services”) on behalf of the Company with respect to any services provided by third parties, which the Manager determines are material to the performance of the business. (cd) For the period and on the terms and conditions set forth in this Agreement, the Company, each Series and each of the 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 such credit finance, securities repurchase and reverse repurchase agreements and arrangements, warehouse finance, brokerage agreements, interest rate swap and other hedging agreements, custodial agreements and such other 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. This power of attorney is deemed to be coupled with an interest. (e) The Manager may enter into agreements with other parties, including its affiliates (subject to Section 2(d) below)Affiliates, for the purpose of engaging one or more asset managers parties for and on behalf, and at the sole cost and expense, of the Company Company, the Series and the Subsidiaries to provide operations managementloan origination services, asset managementmanagement services, personnel managementportfolio servicing, development and/or similar other services to the Company Company, the Series and the Subsidiaries (including, without limitation, Portfolio Management Services and Monitoring Services) with respect to the Investments, pursuant to management agreement(s) with terms which are then customary for agreements regarding the management or servicing provision of services to companies that have assets similar in type, quality and value to the assets of the Company, the Series and the Subsidiaries; provided, provided that (i) any such agreements entered into with respect Affiliates of the Manager shall be (A) on terms no more favorable to Portfolio Management Services, such Affiliate than would be obtained from a third party on an arm’s-length basis and (B) approved by a majority of the Independent Directors and (ii) (A) any such agreements shall be subject to the Company’s prior written approval and (B) the Manager shall remain liable for the performance of such Portfolio Management Services. (f) In addition, to the extent that the Manager deems necessary or advisable, the Manager may, from time to time, propose to retain one or more additional entities for the provision of sub-advisory services to the Manager in order to enable the Manager to provide the services to the Company, the Series and the Subsidiaries specified by this Agreement; provided that any such agreement (i) shall be on terms and conditions substantially identical to the terms and conditions of this Agreement or otherwise not adverse to the Company, the Series and the Subsidiaries and (ii) with respect to Monitoring Services, any such agreements shall be subject to the Company’s prior written approval. (d) Transactions between the Manager and any affiliate (including, but not limited to, any amendments to this Agreement or any issuance approved by the Company of equity to existing shareholders as of the date of this Agreement that would change the relative equity ownership percentages among such existing shareholders) must be approved in advance by the majority of the Independent Directors and be determined by such Independent Directors to be in the best interests of the Company. If any affiliate transaction involving the acquisition of an asset from the Manager or an affiliate of the Manager is not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company. (eg) The Manager may retain, for and on behalf, behalf and at the sole cost and expense, expense of the Company, the Series and the Subsidiaries, such services of accountants, legal counsel, appraisers, insurers, brokers, transfer agents, registrars, developers, investment banks, valuation firms, financial advisors, due diligence firms, underwriting review firms, banks and other lenders and others as the Manager deems necessary or advisable in connection with the management and operations of the Company, the Series and the Subsidiaries. Notwithstanding anything contained herein to the contrary, the Manager shall have the right to cause any such services to be rendered by its employees personnel or affiliatesAffiliates. Commencing from the ListingExcept as otherwise provided herein, the Company Company, the Series and the Subsidiaries shall pay or reimburse the Manager or its affiliates Affiliates performing such services for the cost thereof; providedprovided that, that subject to Section 9 of this Agreement, such costs and reimbursements are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s‑length arm’s-length basis. (f) As frequently as the Manager may deem necessary or advisable, or at the direction of the Board of Directors, the Manager shall, at the sole cost and expense of the Company, prepare, or cause to be prepared, with respect to any Investment (i) reports and information on the Company’s operations and asset performance and (ii) other information reasonably requested by the Company. (g) The Manager shall prepare, or cause to be prepared, at the sole cost and expense of the Company, all reports, financial or otherwise, with respect to the Company reasonably required by the Board of Directors in order for the Company to comply with its Governing Instruments or any other materials required to be filed with any governmental body or agency, and shall prepare, or cause to be prepared, all materials and data necessary to complete such reports and other materials including, without limitation, an annual audit of the Company’s books of account by a nationally recognized independent accounting firm. (h) The Manager may effect transactions by or through the agency of another Person with it or its Affiliates which have an arrangement under which that party or its Affiliates shall prepare regular reports from time to time provide to or procure for the Board Manager and/or its Affiliates goods, services or other benefits (including, but not limited to, research and advisory services; economic and political analysis, including valuation and performance measurement; market analysis, data and quotation services; computer hardware and software incidental to the above goods and services; clearing and custodian services and investment related publications), the nature of Directors which is such that provision can reasonably be expected to enable the Board of Directors to review benefit the Company’s acquisitions, portfolio composition the Series and characteristicsthe Subsidiaries as a whole and may contribute to an improvement in the performance of the Company, performance the Series and compliance the Subsidiaries or the Manager or its Affiliates in providing services to the Company, the Series and the Subsidiaries on terms that no direct payment is made but instead the Manager and/or its Affiliates undertake to place business with policies approved by the Board of Directorsthat party. (i) Notwithstanding anything contained in this Agreement to the contrary, except to the extent that the payment of additional monies is proven by the Company to have been required as a direct result of the Manager’s acts or omissions which result in the right of the Company to terminate this Agreement pursuant to Section 15 of this Agreement, the Manager shall not be required to expend money (“Excess Funds”) in excess of that contained in any applicable Company Account (as herein defined) or otherwise made available by the Company to be expended by the Manager hereunder. Failure of the Manager to expend Excess Funds out-of-pocket shall not give rise or be a contributing factor to the right of the Company under Section 13(a) of this Agreement to terminate this Agreement due to the Manager’s unsatisfactory performance. (j) In performing its duties under this Section 2, the Manager shall be entitled to rely reasonably on qualified experts hired by the Manager.executing portfo

Appointment and Duties of the Manager. (a) The Company and each of the Subsidiaries hereby appoints the Manager to manage the assets of the Company and the Subsidiaries subject to the further terms and conditions set forth in this Agreement and the Manager hereby agrees to use its commercially reasonable efforts to perform each of the duties set forth herein. The appointment of the Manager shall be exclusive to the Manager except to the extent that the Manager otherwise agrees, in its sole and absolute discretion, and except to the extent that the Manager elects, pursuant to the terms of this Agreement, to cause the duties of the Manager hereunder to be provided by third parties. (b) The parties acknowledge that (i) the Manager is a special purpose vehicle formed for the principal purpose of serving as the investment manager of the Company; (ii) the Manager is an affiliate of Apollo Global Real Estate Management, L.P. (“Apollo Global Real Estate Management”), an investment adviser that is registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); (iii) the Manager performs its services for the Company through the personnel and facilities of Apollo Global Real Estate Management; (iv) the Manager has no, and will have no, employees or other persons acting on its behalf other than (A) officers, partners and employees of Apollo Global Real Estate Management, or (B) other persons who are subject to the supervision and control of Apollo Global Real Estate Management; (v) all of the investment advisory activities of the Manager are subject to the Advisers Act and the rules thereunder; and (vi) the Manager relies upon Apollo Global Real Estate Management’s registration under the Advisers Act in not registering itself. (c) The Manager, in its capacity as manager of the assets and the day-to-day operations of the CompanyCompany and the Subsidiaries, at all times will be subject to the supervision of the Company’s Board of Directors and will have only such functions and authority as the Company may delegate to it including, without limitation, the functions and authority identified herein and delegated to the Manager hereby. The Manager will be responsible for the day-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the assets and operations of the Company as may be appropriate, including, without limitation: (i) serving as the Company’s consultant with respect to the periodic review of the investment criteria and parameters for Investments, borrowings and operations; (ii) investigation, analysis, valuation and selection of investment opportunities; (iii) with respect to prospective Investments by the Company and dispositions of Investments, conducting negotiations with brokers, sellers and purchasers and their respective agents and representatives, investment bankers and owners of privately and publicly held companies; (iv) engaging and supervising, on behalf of the Company and at the Company’s expense, independent contractors that provide services relating to the Investments, including, but not limited to, investment banking, legal advisory, tax advisory, accounting advisory, securities brokerage, real estate advisory and brokerage, and other financial and consulting services as the Manager determines from time to time is advisable; (v) negotiating on behalf of the Company for the sale, exchange or other disposition of any Investments; (vi) coordinating and managing operations of any joint venture or co-investment interests held by the Company and conducting all matters with the joint venture or co-investment partners; (vii) providing executive and administrative personnel, office space and office services required in rendering services to the Company; (viii) administering the day-to-day operations of the Company and performing and supervising the performance of such other administrative functions necessary in the management of the Company as may be agreed upon by the Manager and the Board of Directors, including, without limitation, the collection of revenues and the payment of the Company’s debts and obligations and maintenance of appropriate computer services to perform such administrative functions; (ix) communicating on behalf of the Company with the holders of any equity or debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective relations with such holders; (x) counseling the Company in connection with policy decisions to be made by the Board of Directors; (xi) evaluating and recommending to the Board of Directors modifications to the hedging strategies in effect on the date hereof and engaging in hedging activities on behalf of the Company; (xii) counseling the Company regarding the maintenance of its exemption from the Investment Company Act and monitoring compliance with the requirements for maintaining an exemption from that Act; (xiii) assisting the Company in developing criteria that are specifically tailored to the Company’s investment objectives and making available to the Company its knowledge and experience with respect to its target assets; (xiv) representing and making recommendations to the Company in connection with the purchase and finance, and commitment to purchase and finance, of its target assets, and in connection with the sale and commitment to sell such assets; (xv) monitoring the operating performance of the Investments and providing periodic reports with respect thereto to the Board of Directors, including comparative information with respect to such operating performance, valuation and budgeted or projected operating results; (xvi) investing and re-investing any moneys and securities of the Company (including investing in short-term Investments pending investment in Investments, payment of fees, costs and expenses, or payments of dividends or distributions to stockholders and partners of the Company) and advising the Company as to its capital structure and capital raising; (xvii) causing the Company to retain qualified accountants and legal counsel, as applicable, to assist in developing appropriate accounting procedures, compliance procedures and testing systems with respect to financial reporting obligations and to conduct quarterly compliance reviews with respect thereto; (xviii) causing the Company to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (xix) assisting the Company in complying with all regulatory requirements applicable to the Company in respect of its business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports and documents required under the Exchange Act; (xx) taking all necessary actions to enable the Company to make required tax filings and reports, including soliciting stockholders for required information to the extent provided by the provisions of the Code; (xxi) handling and resolving all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company may be involved or to which the Company may be subject arising out of the Company’s day-to-day operations, subject to such limitations or parameters as may be imposed from time to time by the Board of Directors; (xxii) using commercially reasonable efforts to cause expenses incurred by or on behalf of the Company to be reasonable or customary and within any budgeted parameters or expense guidelines set by the Board of Directors from time to time; (xxiii) performing such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Board of Directors shall reasonably request or the Manager shall deem appropriate under the particular circumstances; and (xxiv) using commercially reasonable efforts to cause the Company to comply with all applicable laws. Without limiting the foregoing, the Manager will perform portfolio management services (the “Portfolio Management Services”) on behalf of the Company with respect to the Investments. Such services will include, but not be limited to, consulting with the Company on the purchase and sale of, and other investment opportunities in connection with, the Company’s portfolio of assets; the collection of information and the submission of reports pertaining to the Company’s assets, general economic conditions; periodic review and evaluation of the performance of the Company’s portfolio of assets; acting as liaison between the Company and banking, investment banking and other parties with respect to the purchase, financing and disposition of assets; and other customary functions related to portfolio management. Additionally, the Manager will perform monitoring services (the “Monitoring Services”) on behalf of the Company with respect to any services provided by third parties, which the Manager determines are material to the performance of the business. (c) The Manager may enter into agreements with other parties, including its affiliates (subject to Section 2(d) below), for the purpose of engaging one or more asset managers for and on behalf, and at the sole cost and expense, of the Company to provide operations management, asset management, personnel management, development and/or similar services to the Company (including, without limitation, Portfolio Management Services and Monitoring Services) with respect to the Investments, pursuant to management agreement(s) with terms which are then customary for agreements regarding the management or servicing of assets similar in type, quality and value to the assets of the Company; provided, that (i) with respect to Portfolio Management Services, (A) any such agreements shall be subject to the Company’s prior written approval and (B) the Manager shall remain liable for the performance of such Portfolio Management Services, and (ii) with respect to Monitoring Services, any such agreements shall be subject to the Company’s prior written approval. (d) Transactions between the Manager and any affiliate (including, but not limited to, any amendments to this Agreement or any issuance by the Company of equity to existing shareholders as of the date of this Agreement that would change the relative equity ownership percentages among such existing shareholders) must be approved in advance by the majority of the Independent Directors and be determined by such Independent Directors to be in the best interests of the Company. If any affiliate transaction involving the acquisition of an asset from the Manager or an affiliate of the Manager is not approved in advance by a majority of the Independent Directors, then the Manager may be required to repurchase the asset at the purchase price (plus closing costs) to the Company. (e) The Manager may retain, for and on behalf, and at the sole cost and expense, of the Company, such services of accountants, legal counsel, appraisers, insurers, brokers, transfer agents, registrars, developers, investment banks, financial advisors, banks and other lenders and others as the Manager deems necessary or advisable in connection with the management and operations of the Company. Notwithstanding anything contained herein to the contrary, the Manager shall have the right to cause any such services to be rendered by its employees or affiliates. Commencing from the Listing, the Company shall pay or reimburse the Manager or its affiliates performing such services for the cost thereof; provided, that such costs and reimbursements are no greater than those which would be payable to outside professionals or consultants engaged to perform such services pursuant to agreements negotiated on an arm’s‑length basis. (f) As frequently as the Manager may deem necessary or advisable, or at the direction of the Board of Directors, the Manager shall, at the sole cost and expense of the Company, prepare, or cause to be prepared, with respect to any Investment (i) reports and information on the Company’s operations and asset performance and (ii) other information reasonably requested by the Company. (g) The Manager shall prepare, or cause to be prepared, at the sole cost and expense of the Company, all reports, financial or otherwise, with respect to the Company reasonably required by the Board of Directors in order for the Company to comply with its Governing Instruments or any other materials required to be filed with any governmental body or agency, and shall prepare, or cause to be prepared, all materials and data necessary to complete such reports and other materials including, without limitation, an annual audit of the Company’s books of account by a nationally recognized independent accounting firm. (h) The Manager shall prepare regular reports for the Board of Directors to enable the Board of Directors to review the Company’s acquisitions, portfolio composition and characteristics, performance and compliance with policies approved by the Board of Directors. (i) Notwithstanding anything contained in this Agreement to the contrary, except to the extent that the payment of additional monies is proven by the Company to have been required as a direct result of the Manager’s acts or omissions which result in the right of the Company to terminate this Agreement pursuant to Section 15 of this Agreement, the Manager shall not be required to expend money (“Excess Funds”) in excess of that contained in any applicable Company Account (as herein defined) or otherwise made available by the Company to be expended by the Manager hereunder. Failure of the Manager to expend Excess Funds out-of-pocket shall not give rise or be a contributing factor to the right of the Company under Section 13(a) of this Agreement to terminate this Agreement due to the Manager’s unsatisfactory performance. (j) In performing its duties under this Section 2, the Manager shall be entitled to rely reasonably on qualified experts hired by the Manager.