Common use of Authority of the Investment Manager Clause in Contracts

Authority of the Investment Manager. (a) In connection with its obligations hereunder, the Investment Manager shall have the authority for and in the name of the Company, subject to Section 6, to: (i) provide research and analysis and direct the formulation of investment policies and strategies for the Company; (ii) make, own, manage, supervise and dispose of Investments, and to execute and deliver in the Company’s name any and all instruments necessary to effectuate such transactions; (iii) make all elections, investigations, evaluations and decisions (including the voting or disposition of Portfolio Investments held by the Company) binding the Company thereby that may, in the reasonable judgment of the Investment Manager, be necessary or desirable for the acquisition or disposition of any Investment by the Company or to protect or enhance the value of any Investment in connection with amendments, waivers or modifications thereof; (iv) enter into any hedging transaction (including without limitation hedging for interest rate, currency and other market and investment risks) as the Investment Manager shall determine in its reasonable discretion to be necessary or desirable in connection with any Investment; and (v) manage the investment activities of the Company in accordance with the LLC Agreement to the extent consistent with the provisions hereof; (vi) open, maintain and close accounts, including custodial accounts, with banks, including banks located outside the United States, and wire funds, draw checks, or make other orders for the payment of monies; (vii) either directly or through a Financing Subsidiary, borrow funds and otherwise incur indebtedness, obtain lines of credit, loan commitments or letters of credit for the account of the Company, from one or more Lenders, for working capital purposes (including, but not limited to, paying Company Expenses or managing cash flows from Capital Commitments), and issue guaranties with respect to any such borrowings by any Financing Subsidiary; provided that in connection with the foregoing, any such financing and/or guaranty may be secured by an assignment, pledge, mortgage, charge or other security interest in (i) the Capital Commitments, the Company’s right to initiate Capital Calls and Post Commitment Period Capital Calls and collect the Capital Contributions of the Members and to enforce their obligations to make Capital Contributions to purchase Units, and (ii) a Company collateral account into which the payment by the Members of their Remaining Commitments are to be made, and all claims, rights and interests relating to or arising from clause (i) or this clause (ii) (including, without limitation, the right to exercise any remedies of the Company under or related to the LLC Agreement in respect of any such Capital Calls and Post Commitment Period Capital Calls or such Capital Contribution), which may be granted to the Lenders pursuant to any security documentation entered into between the Company and any Lender (any such arrangement, a “Commitment Facility”); (viii) subject to Section 4.10 of the LLC Agreement, enter into and perform any transaction in which the Investment Manager or any Affiliate of the Investments Manager purchases property from, sells property to, or otherwise deals with the Company, any Member or any Affiliate of any such Persons, or obtain services from any Affiliate of the Investment Manager, any Member or any Affiliate of such Persons; (ix) incur expenses and other obligations on behalf of the Company (including the incurrence of debt, leverage or the borrowing of money) in accordance with this Agreement, and, to the extent that funds of the Company are available for such purpose, pay all such expenses and obligations; (x) establish reserves for contingencies and for any other Company purpose; (xi) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable to the assets of the Company, and, as required by applicable law, withhold amounts with respect thereto from funds otherwise distributable to any Member, or engage a service provider on behalf of the Company to provide such services; (xii) prepare and cause to be prepared reports, statements and other information for distribution to Members, or engage a service provider on behalf of the Company to provide such services; (xiii) maintain books and records of the Company, including pursuant to Section 9.05 of the LLC Agreement (copies of which shall be kept at the principal place of business of the Company or other location designated by the Company), or engage a service provider on behalf of the Company to provide such services; (xiv) bring and defend actions and proceedings at law or in equity and before any governmental, administrative or other regulatory agency, body or commission; (xv) retain an Administrator and to cause the Company to compensate the Administrator for administrative services; (xvi) enter into Other Agreements with Members containing such terms and conditions as determined by the Investment Manager; (xvii) provide the Administrator or other service providers to the Company with such information and instructions as may be necessary to enable such service providers to perform their duties in accordance with the applicable agreements; (xviii) engage attorneys, independent accountants, other service providers and such other Persons as the Investment Manager may deem necessary or advisable; (xix) to delegate the valuation of the Company’s assets to the Administrator; (xx) authorize any partner, member, employee or other agent of the Investment Manager or its Affiliates or other agent of the Company to act for and on behalf of the Company in all matters incidental to the foregoing; (xxi) enter into, and take any action under, any contract, agreement or other instrument as the Investment Manager shall reasonably determine to be necessary or desirable to further the purposes of the Company, including without limitation granting or refraining from granting any waivers, consents and approvals with respect to any of the foregoing and any matters incident thereto; and (xxii) do any and all acts on behalf of the Company as it may deem necessary or advisable in connection with the maintenance and administration of the Company and/or the preservation of the Company’s status as a REIT.

Authority of the Investment Manager. (a) In connection with its obligations hereunder, the The Investment Manager shall have the authority for full discretion and in the name of the Companyauthority, subject to Section 6, to: (i) provide research and analysis and direct the formulation of investment policies and strategies for the Company; (ii) make, own, manage, supervise and dispose of Investments, and to execute and deliver in without obtaining the Company’s name any and all instruments necessary prior approval, but subject as aforesaid, to effectuate such transactions; (iii) make all elections, investigations, evaluations and decisions (including invest the voting or disposition assets of Portfolio Investments held by the Company) binding the Company thereby that may, in the reasonable judgment of the Investment Manager, be necessary or desirable for the acquisition or disposition of any Investment by the Company or to protect or enhance the value of any Investment in connection with amendments, waivers or modifications thereof; (iv) enter into any hedging transaction (including without limitation hedging for interest rate, currency and other market and investment risks) such manner as the Investment Manager shall determine in its reasonable discretion considers appropriate, subject to be necessary or desirable in connection with any Investment; and (v) manage the investment activities of objectives, policies, guidelines and restrictions as set forth in the Company in accordance with the LLC Agreement Private Placing Memorandum (which may be amended from time to the extent consistent with the provisions hereof; (vi) open, maintain and close accounts, including custodial accounts, with banks, including banks located outside the United Statestime). In furtherance of, and wire funds, draw checks, or make other orders for the payment of monies; (vii) either directly or through a Financing Subsidiary, borrow funds and otherwise incur indebtedness, obtain lines of credit, loan commitments or letters of credit for the account of the Company, from one or more Lenders, for working capital purposes (including, but not limited to, paying Company Expenses or managing cash flows from Capital Commitments), and issue guaranties with respect subject to any such borrowings by any Financing Subsidiary; provided that in connection with the foregoing, any such financing and/or guaranty may be secured by an assignment, pledge, mortgage, charge or other security interest in (i) the Capital Commitments, the Company’s right to initiate Capital Calls and Post Commitment Period Capital Calls and collect the Capital Contributions of the Members and to enforce their obligations to make Capital Contributions to purchase Units, and (ii) a Company collateral account into which the payment by the Members of their Remaining Commitments are to be made, and all claims, rights and interests relating to or arising from clause (i) or this clause (ii) (including, without limitation, the right to exercise any remedies of the Company under or related to the LLC Agreement in respect of any such Capital Calls hereby designates and Post Commitment Period Capital Calls or such Capital Contribution), which may be granted to the Lenders pursuant to any security documentation entered into between the Company and any Lender (any such arrangement, a “Commitment Facility”); (viii) subject to Section 4.10 of the LLC Agreement, enter into and perform any transaction in which appoints the Investment Manager or any Affiliate of as its agent and attorney-in-fact, with full power and authority and without the Investments Manager purchases property from, sells property to, or otherwise deals with the Company, any Member or any Affiliate of any such Persons, or obtain services from any Affiliate of the Investment Manager, any Member or any Affiliate of such Persons; (ix) incur expenses and other obligations on behalf need for further approval of the Company (including the incurrence of debt, leverage or the borrowing of money) in accordance with this Agreement, andexcept as may be required by law), to carry out the extent that funds of the Company are available for such purpose, pay all such expenses and obligations; (x) establish reserves for contingencies and for any other Company purpose; (xi) prepare and file all necessary returns and statements, pay all taxes, assessments and other impositions applicable following with respect to the assets of the Company, and: a) to effect purchases and sales (including short sales) of (i) equity or debt securities, as required by applicable lawwell as warrants, withhold amounts with respect thereto from funds otherwise distributable to convertible securities or other securities which combine features of equity and debt securities, denominated in any Membercurrency, of publicly-listed or privately owned companies anywhere in the world, (ii) any put or call options thereon (including the writing of options), or (iii) any futures contracts or contracts to borrow such securities; b) to engage a service provider on behalf in foreign currency transactions in the spot, forward and outright markets; c) to make all decisions relating to the manner, method and timing of investment transactions, and the selection of brokers and dealers for the execution, clearance and settlement of any transactions; d) to borrow from banks, brokers or other financial institutions and pledge assets of the Company to provide such servicesin connection therewith; e) to direct custodians to deliver funds or securities for the purpose of effecting transactions, and to instruct custodians to exercise or abstain from exercising any privilege or right attaching to such assets; f) to appoint Xx. Xxxxx Xxxx Xxx XXXX and Mr. Don K. W. SO (xiicollectively, the “Key Investment Personnel”) prepare and cause as the investment personnel responsible for making investment decisions in respect of the assets of the Company; g) to promptly notify the Company if any of the Key Investment Personnel will be prepared reports, statements and other information for distribution unable to Members, or engage a service provider on behalf continue to involve in making investment decisions in respect of the assets of the Company to provide such services; (xiii) maintain books and records as a result of any of the Company, including pursuant following reasons: 1. the resignation of such person ; or 2. such person becoming of unsound mind or a patient for any purpose relating to Section 9.05 of mental health and the LLC Agreement (copies of which shall be kept at the principal place of business of the Company or other location designated by the Company), or engage a service provider on behalf of the Company to provide such services; (xiv) bring and defend actions and proceedings at law or in equity and before any governmental, administrative or other regulatory agency, body or commission; (xv) retain an Administrator and to cause the Company to compensate the Administrator for administrative services; (xvi) enter into Other Agreements with Members containing such terms and conditions as determined by the Investment Manager; (xvii) provide the Administrator or other service providers to the Company with such information and instructions as may be necessary to enable such service providers to perform their duties in accordance with the applicable agreements; (xviii) engage attorneys, independent accountants, other service providers and such other Persons as the Investment Manager may deem necessary or advisable; (xix) to delegate the valuation of the Company’s assets to the Administrator; (xx) authorize any partner, member, employee or other agent directors of the Investment Manager or its Affiliates or other agent resolve that his office be vacated; or 3. the death of such person. h) unless otherwise instructed by the Company Company, to act for make and execute, in the name and on behalf of the Company in Company, all matters incidental to the foregoing; (xxi) enter into, such documents and take any action underall other such actions which the Investment Manager considers necessary or advisable to carry out its duties hereunder. For the avoidance of doubt, any contract, agreement or other instrument as the Investment Manager shall reasonably determine to be necessary or desirable to further not, without the purposes approval of the Company, including without limitation granting or refraining from granting any waivers, consents and approvals with respect to any of the foregoing and any matters incident thereto; and (xxii) do any and all acts on behalf of the Company as it may deem necessary or advisable in connection enter into a side letter arrangements with the maintenance and administration of the Company and/or the preservation shareholders of the Company’s status as a REIT.