Common use of Board of Directors Review Clause in Contracts

Board of Directors Review. The Board of Directors will periodically review the Investment Guidelines and the Company’s investment portfolio but will not review each proposed investment, except as set forth below. Investments must be approved as follows, unless otherwise agreed by Manager and the Board of Directors: an investment committee of the Board of Directors must unanimously approve all transactions involving investments of (i) $35 million or more with respect to first mortgage loans, (ii) $30 million or more with respect to subordinated interests in whole loans, and (iii) $20 million or more with respect to mezzanine loans, preferred equity and commercial real estate properties net leased to tenants; approval by the full Board of Directors is required for investments (i) over $75 million with respect to first mortgage loans, (ii) over $65 million with respect to subordinated interests in whole loans, (iii) over $55 million with respect to mezzanine loans, and (iv) over $50 million with respect to preferred equity and commercial real estate properties net leased to tenants. Manager will have full discretion to invest on behalf of the Company with respect to investments under (i) $35 million with respect to first mortgage loans, (ii) $30 million with respect to subordinated interests in whole loans and, (iii) $20 million with respect to mezzanine loans, preferred equity and commercial real estate properties net leased to tenants. Approval limits are based on the investment amount less any origination fees, discounts or other up-front fees the Company receives in connection with the investment. Manager can rely upon the direction of the Secretary of the Board of Directors to evidence the approval of the Board of Directors. Notwithstanding the foregoing, any Investment entered into with an affiliate of Manager shall be approved by a majority of the Independent Directors.