Common use of General Duties of the Investment Manager Clause in Contracts

General Duties of the Investment Manager. Subject to the direction and control of the Company’s Board of Directors (the “Board”) and subject to and in accordance with the terms of the Company’s certificate of incorporation (the “Certificate of Incorporation”), the policies adopted or approved by the Board, as the same shall be amended from time to time, the conditions of any exemptive order obtained by or for the benefit of the Company from the Securities and Exchange Commission (the “SEC”) and this Agreement, the Investment Manager agrees to supervise and direct the investment and reinvestment of the assets and perform the duties set forth herein, and shall have such other powers with respect to the investment and leverage related functions of the Company as shall be delegated from time to time to the Investment Manager by the Board. The Investment Manager is hereby granted, and shall have, full power to take all actions and execute and deliver all necessary and appropriate documents and instruments on behalf of the Company in accordance with the foregoing. The Investment Manager shall endeavor to comply in all material respects with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations and the applicable provisions of any other agreements to which the Company is subject. Subject to the foregoing and the other provisions of this Agreement, and subject to the direction and control of the Board, the Investment Manager is hereby appointed as the Company’s agent and attorney-in-fact with authority to negotiate, execute and deliver all documents and agreements on behalf of the Company and to do or take all related acts, with the power of substitution, to acquire, dispose of or otherwise take action with respect to or affecting the Investments (as defined in Section 4(b) hereof), including, without limitation:

General Duties of the Investment Manager. Subject to the direction and control of the Company’s 's Board of Directors (the “"Board”") and subject to and in accordance with the terms of the Company’s certificate of incorporation Credit Agreement, the Operating Agreement, the Pledge and Intercreditor Agreement (as defined in the “Certificate of Incorporation”Credit Agreement), the Custodial Agreement (as defined in the Credit Agreement), the Co-Management Agreement (as defined in the Credit Agreement), the policies adopted or approved by the Board, as the same shall be amended from time to time, the conditions of any exemptive order obtained by or for the benefit of the Company from the Securities and Exchange Commission (the “"SEC”") and this Agreement, the Investment Manager agrees to supervise and direct the investment and reinvestment of the assets Assets and perform the duties set forth hereinherein or in the Operating Agreement (subject to the approval of the Investment Committee (as defined in Section 4(a) hereof) to the extent provided in Section 4 hereof), and shall perform on behalf of the Company those investment and leverage related duties and functions assigned to the Company or the Investment Manager in the Credit Agreement, the Pledge and Intercreditor Agreement, the Statements of Preferences for any Preferred Shares and the Custodial Agreement (collectively, the "Transaction Documents"), and shall have such other powers with respect to the investment and leverage related functions of the Company as shall be delegated from time to time to the Investment Manager by the Board. The Company has executed the Transaction Documents and the Co-Management Agreement, and the Investment Manager is hereby granted, and shall have, full power to take all actions and execute and deliver all necessary and appropriate documents and instruments on behalf of the Company in accordance with the foregoingTransaction Documents, the Operating Agreement, the policies adopted or approved by the Board, the conditions of any exemptive order obtained by or for the benefit of the Company or the Investment Manager from the SEC and this Agreement. The Investment Manager shall endeavor to comply in all material respects with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations and the applicable provisions of any other agreements to which the Company is subjectTransaction Documents in performing its duties under this Agreement. Subject to the foregoing and the other provisions of this Agreement, and subject to the decisions of the Investment Committee and the direction and control of the Board, the Investment Manager is hereby appointed as the Company’s 's agent and attorney-in-fact with authority to negotiate, execute and deliver all documents and agreements on behalf of the Company and to do or take all related acts, with the power of substitution, to acquire, dispose of or otherwise take action with respect to or affecting the Investments (as defined in Section 4(b) hereof), including, without limitation:

General Duties of the Investment Manager. Subject to the direction and control of the Company’s Board of Directors (the “Board”) and subject to and in accordance with the terms of the Company’s certificate of incorporation (the “Certificate of Incorporation”), the policies adopted or approved by the Board, as the same shall be amended from time to time, the conditions of any exemptive order obtained by or for the benefit of the Company from the Securities and Exchange Commission (the “SEC”) and this Agreement, the Investment Manager agrees to supervise and direct the investment and reinvestment of the assets and perform the duties set forth herein, and shall have such other powers with respect to the investment and leverage related functions of the Company as shall be delegated from time to time to the Investment Manager by the Board. The Investment Manager is hereby granted, and shall have, full power to take all actions and execute and deliver all necessary and appropriate documents and instruments on behalf of the Company in accordance with the foregoing. The Investment Manager shall endeavor to comply in all material respects with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations and the applicable provisions of any other agreements to which the Company is subject. Subject to the foregoing and the other provisions of this Agreement, and subject to the direction and control of the Board, the Investment Manager is hereby appointed as the Company’s agent and attorney-in-fact with authority to negotiate, execute and deliver all documents and agreements on behalf of the Company and to do or take all related acts, with the power of substitution, to acquire, dispose of or otherwise take action with respect to or affecting the Investments (as defined in Section 4(b) hereof), including, without limitation:

General Duties of the Investment Manager. Subject to the direction and control of the Company’s 's Board of Directors Trustees (the “"Board”") and subject to and in accordance with the terms of the Company’s certificate Declaration of incorporation (the “Certificate of Incorporation”)Trust, the policies adopted or approved by the Board, as the same shall be amended from time to time, the conditions of any exemptive order obtained by or for the benefit of the Company from the Securities and Exchange Commission (the “"SEC”") and this Agreement, the Investment Manager agrees to supervise and direct the investment and reinvestment of the assets Assets and perform the duties set forth herein, and shall perform on behalf of the Company those investment and leverage related duties and functions assigned to the Company or the Investment Manager in the Declaration of Trust and the Statements of Preferences for any Preferred Shares (collectively, the "Transaction Documents"), and shall have such other powers with respect to the investment and leverage related functions of the Company as shall be delegated from time to time to the Investment Manager by the Board. The Company has executed the Transaction Documents and the Investment Manager is hereby granted, and shall have, full power to take all actions and execute and deliver all necessary and appropriate documents and instruments on behalf of the Company in accordance with the foregoingTransaction Documents, the policies adopted or approved by the Board, the conditions of any exemptive order obtained by or for the benefit of the Company or the Investment Manager from the SEC and this Agreement. The Investment Manager shall endeavor to comply in all material respects with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations and the applicable provisions of any other agreements to which the Company is subjectTransaction Documents in performing its duties under this Agreement. Subject to the foregoing and the other provisions of this Agreement, and subject to the direction and control of the Board, the Investment Manager is hereby appointed as the Company’s 's agent and attorney-in-fact with authority to negotiate, execute and deliver all documents and agreements on behalf of the Company and to do or take all related acts, with the power of substitution, to acquire, dispose of or otherwise take action with respect to or affecting the Investments (as defined in Section 4(b4(a) hereof), including, without limitation:

General Duties of the Investment Manager. (a) Subject to the direction and control of the Company’s 's Board of Directors (the “"Board”") and subject to and in accordance with the terms of the Company’s certificate of incorporation (the “Certificate of Incorporation”)Partnership Agreement, the policies adopted or approved by the Board, as the same shall be amended from time to time, the conditions of any exemptive order obtained by or for the benefit of the Company from the Securities and Exchange Commission (the “SEC”) and this Agreement, the Investment Manager agrees to supervise and direct the investment and reinvestment of the assets Assets of the Company (which term for purposes of this Section 1 shall include the Company's subsidiaries) and perform the duties set forth hereinherein or in the Partnership Agreement, and shall have such other powers with respect to the investment and leverage related functions of the Company as shall be delegated from time to time to the Investment Manager by the Board. The Investment Manager is hereby granted, and shall have, full power to take all actions and execute and deliver all necessary and appropriate documents and instruments on behalf of the Company in accordance with the foregoingPartnership Agreement, the policies adopted or approved by the Board, and this Agreement. The Investment Manager shall endeavor to comply in all material respects with the 1940 Act Act, and all rules and regulations thereunder, all other applicable federal and state laws and regulations and the applicable provisions of any other agreements to which the Company is subjectin performing its duties under this Agreement. Subject to the foregoing and the other provisions of this Agreement, and subject to the direction and control of the Board, the Investment Manager is hereby appointed as the Company’s 's agent and attorney-in-fact with authority to negotiate, execute and deliver all documents and agreements on behalf of the Company and to do or take all related acts, with the power of substitution, to acquire, dispose of or otherwise take action with respect to or affecting the Investments (as defined in Section 4(b) hereof)investments of the Company, including, without limitation:

General Duties of the Investment Manager. Subject to the direction and control of the Company’s 's Board of Directors (the “"Board”") and subject to and in accordance with the terms of the Company’s certificate of incorporation Credit Agreement, the Operating Agreement, the Pledge and Intercreditor Agreement (as defined in the “Certificate of Incorporation”Credit Agreement), the Custodial Agreement (as defined in the Credit Agreement), the Co-Management Agreement (as defined in the Credit Agreement), the policies adopted or approved by the Board, as the same shall be amended from time to time, the conditions of any exemptive order obtained by or for the benefit of the Company from the Securities and Exchange Commission (the “"SEC”") and this Agreement, the Investment Manager agrees to supervise and direct the investment and reinvestment of the assets Assets and perform the duties set forth hereinherein or in the Partnership Agreement (subject to the approval of the Investment Committee (as defined in Section 4(a) hereof) to the extent provided in Section 4 hereof), and shall perform on behalf of the Company those investment and leverage related duties and functions assigned to the Company or the Investment Manager in the Credit Agreement, the Pledge and Intercreditor Agreement, the Statements of Preferences for any Preferred Shares or Preferred Interests and the Custodial Agreement (collectively, the "Transaction Documents"), and shall have such other powers with respect to the investment and leverage related functions of the Company as shall be delegated from time to time to the Investment Manager by the Board. The Company has executed or will execute the Transaction Documents and the Co-Management Agreement, and the Investment Manager is hereby granted, and shall have, full power to take all actions and execute and deliver all necessary and appropriate documents and instruments on behalf of the Company in accordance with such of the foregoingTransaction Documents as have been executed from time to time, the Partnership Agreement, the policies adopted or approved by the Board, the conditions of any exemptive order obtained by or for the benefit of the Company or the Investment Manager from the SEC and this Agreement. The Investment Manager shall endeavor to comply in all material respects with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations and the applicable provisions of any other agreements to which the Company is subjectTransaction Documents in performing its duties under this Agreement. Subject to the foregoing and the other provisions of this Agreement, and subject to the decisions of the Investment Committee and the direction and control of the Board, the Investment Manager is hereby appointed as the Company’s 's agent and attorney-in-fact with authority to negotiate, execute and deliver all documents and agreements on behalf of the Company and to do or take all related acts, with the power of substitution, to acquire, dispose of or otherwise take action with respect to or affecting the Investments (as defined in Section 4(b) hereof), including, without limitation:

General Duties of the Investment Manager. Subject to the direction and control of the Company’s 's Board of Directors (the “"Board”") and subject to and in accordance with the terms of the Company’s certificate of incorporation Credit Agreement, the Operating Agreement, the Pledge and Intercreditor Agreement (as defined in the “Certificate of Incorporation”Credit Agreement), the Custodial Agreement (as defined in the Credit Agreement), the Co-Management Agreement (as defined in the Credit Agreement), the policies adopted or approved by the Board, as the same shall be amended from time to time, the conditions of any exemptive order obtained by or for the benefit of the Company from the Securities and Exchange Commission (the “"SEC”") and this Agreement, the Investment Manager agrees to supervise and direct the investment and reinvestment of the assets Assets and perform the duties set forth hereinherein or in the Operating Agreement (subject to the approval of the Investment Committee (as defined in Section 4(a) hereof) to the extent provided in Section 4 hereof), and shall perform on behalf of the Company those investment and leverage related duties and functions assigned to the Company or the Investment Manager in the Credit Agreement, the Pledge and Intercreditor Agreement, the Statements of Preferences for any Preferred Shares and the Custodial Agreement (collectively, the "Transaction Documents"), and shall have such other powers with respect to the investment and leverage related functions of the Company as shall be delegated from time to time to the Investment Manager by the Board. The Company has executed or will execute the Transaction Documents and the Co-Management Agreement, and the Investment Manager is hereby granted, and shall have, full power to take all actions and execute and deliver all necessary and appropriate documents and instruments on behalf of the Company in accordance with such of the foregoingTransaction Documents as have been executed from time to time, the Operating Agreement, the policies adopted or approved by the Board, the conditions of any exemptive order obtained by or for the benefit of the Company or the Investment Manager from the SEC and this Agreement. The Investment Manager shall endeavor to comply in all material respects with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations and the applicable provisions of any other agreements to which the Company is subjectTransaction Documents in performing its duties under this Agreement. Subject to the foregoing and the other provisions of this Agreement, and subject to the decisions of the Investment Committee and the direction and control of the Board, the Investment Manager is hereby appointed as the Company’s 's agent and attorney-in-fact with authority to negotiate, execute and deliver all documents and agreements on behalf of the Company and to do or take all related acts, with the power of substitution, to acquire, dispose of or otherwise take action with respect to or affecting the Investments (as defined in Section 4(b) hereof), including, without limitation:

General Duties of the Investment Manager. Subject to the direction and control of the Company’s 's Board of Directors (the “Board“ Board ”) and subject to and in accordance with the terms of the Company’s 's certificate of incorporation (the ““ Certificate of IncorporationIncorporation ”), the policies adopted or approved by the Board, as the same shall be amended from time to time, the conditions of any exemptive order obtained by or for the benefit of the Company from the Securities and Exchange Commission (the “SEC”) and this Agreement, the Investment Manager agrees to supervise and direct the investment and reinvestment of the assets and perform the duties set forth herein, and shall have such other powers with respect to the investment and leverage related functions of the Company as shall be delegated from time to time to the Investment Manager by the Board. The Investment Manager is hereby granted, and shall have, full power to take all actions and execute and deliver all necessary and appropriate documents and instruments on behalf of the Company in accordance with the foregoing. The Investment Manager shall endeavor to comply in all material respects with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations and the applicable provisions of any other agreements to which the Company is subject. Subject to the foregoing and the other provisions of this Agreement, and subject to the direction and control of the Board, the Investment Manager is hereby appointed as the Company’s 's agent and attorney-in-fact with authority to negotiate, execute and deliver all documents and agreements on behalf of the Company and to do or take all related acts, with the power of substitution, to acquire, dispose of or otherwise take action with respect to or affecting the Investments (as defined in Section 4(b) hereof), including, without limitation:

General Duties of the Investment Manager. Subject to the direction and control of the Company’s Company s Board of Directors Trustees (the “Board”Board ) and subject to and in accordance ac- cordance with the terms of the Company’s certificate Declaration of incorporation (the “Certificate of Incorporation”)Trust, the policies poli- cies adopted or approved by the Board, as the same shall be amended from time to time, the conditions of any exemptive order obtained by or for the benefit of the Company Compa- ny from the Securities and Exchange Commission (the “SEC”SEC ) and this Agreement, the Investment Manager agrees to supervise su- pervise and direct the investment and reinvestment of the assets As- sets and perform the duties set forth herein, and shall perform on behalf of the Company those investment and leverage re- lated duties and functions assigned to the Company or the Investment Manager in the Declaration of Trust and the Statements of Preferences for any Preferred Shares (collec- tively, the Transaction Documents ), and shall have such other powers with respect to the investment and leverage related re- lated functions of the Company as shall be delegated from time to time to the Investment Manager by the Board. The Company has executed the Transaction Documents and the Investment Manager is hereby granted, and shall have, full power to take all actions and execute and deliver all necessary neces- sary and appropriate documents and instruments on behalf of the Company in accordance with the foregoingTransaction Documents, the policies adopted or approved by the Board, the conditions of any exemptive order obtained by or for the benefit of the Company or the Investment Manager from the SEC and this Agreement. The Investment Manager shall endeavor to comply in all material respects with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations and the applicable provisions of any other agreements to which the Company is subjectTransaction Documents in performing its duties under this Agreement. Subject to the foregoing and the other provisions pro- visions of this Agreement, and subject to the direction and control of the Board, the Investment Manager is hereby appointed as the Company’s Company s agent and attorney-in-fact with authority to negotiate, execute and deliver all documents and agreements on behalf of the Company and to do or take all related acts, with the power of substitution, to acquire, dispose of or otherwise oth- erwise take action with respect to or affecting the Investments Invest- ments (as defined in Section 4(b4(a) hereof), including, without limitation:: (a) identifying and originating In- vestments to be purchased by the Company, selecting the dates for such purchases, and purchasing or directing the pur- chase of such Investments on behalf of the Company; (b) identifying Investments owned by the Company to be sold by the Company, selecting the dates for such sales, and selling such Investments on behalf of the Company; (c) negotiating and entering into, on behalf of the Company, documentation providing for the pur- chase and sale of Investments, including without limitation, confidentiality agreements and commitment letters; (d) structuring the terms of, and ne- gotiating, entering into and/or consenting to, on behalf of the Company, documentation relating to Investments to be pur- chased, held, exchanged or sold by the Company, including any amendments, modifications or supplements with respect to such documentation; (e) exercising, on behalf of the Company, rights and remedies associated with Investments, including without limitation, rights to petition to place an ob- ligor or issuer in bankruptcy proceedings, to vote to acceler- ate the maturity of an Investment, to waive any default, in- cluding a payment default, with respect to an Investment and to take any other action which the Investment Manager deems necessary or appropriate in its discretion in connection with any restructuring, reorganization or other similar trans- action involving an obligor or issuer with respect to an In- vestment, including without limitation, initiating and pursu- ing litigation; (f) responding to any offer in re- spect of Investments by tendering the affected Investments, declining the offer, or taking such other actions as the In- vestment Manager may determine; (g) exercising all voting, consent and similar rights of the Company on its behalf and advising the Company with respect to matters concerning the Invest- ments; (h) advising and assisting the Com- pany with respect to the valuation of the Assets; (i) retaining legal counsel and other professionals (such as financial advisers) to assist in the structuring, negotiation, documentation, administration and modification and restructuring of Investments; and (j) providing the Company with such assistance as the Board may request in processing sub- scription and/or transfer applications for the Shares. 2. Duties and Obligations of the Invest- ment Manager with Respect to the Administration of the Company.The Investment Manager also agrees to furnish of- fice facilities and equipment and clerical, bookkeeping and administrative services (other than such services, if any, pro- vided by the Company s custodian and other service provid- ers) to the Company. To the extent requested by the Compa- ny, the Investment Manager agrees to provide the following administrative services: (a) oversee the determination and publication of the Company s net asset value in accordance with the Company s policy as adopted from time to time by the Board and communicated to the Investment Manager in writing; (b) maintain or oversee the mainte- xxxxx of the books and records of the Company as required under the 1940 Act and maintain (or oversee maintenance by other persons) such other books and records required by law or for the proper operation of the Company; (c) oversee the preparation and filing of the Company s federal, state and local income tax returns and any other required tax returns or reports; (d) review the appropriateness of and arrange for payment of the Company s expenses; (e) prepare for review and approval by officers and other authorized signatories of the Company (collectively, the Authorized Signatories ) financial infor- mation for the Company s semi-annual and annual reports and other communications with shareholders required or oth- erwise to be sent to Company shareholders, and arrange for the printing and dissemination of such reports and communi- cations to shareholders; (f) prepare for review by the Au- thorized Signatories and Board of the Company the Company s periodic financial reports required to be filed with the SEC and such other reports, forms and filings, as may be mutually agreed upon or as may be required by law or any Statements of Preferences; (g) prepare reports relating to the business and affairs of the Company as may be mutually agreed upon and not otherwise prepared by others; (h) make such reports and recom- mendations to the Board concerning the performance and fees of any of the Company s service providers as the Board may reasonably request or deem appropriate; (i) oversee and review calculations of fees paid to the Company s service providers; (j) oversee the Company s portfolio and perform necessary calculations as required under Section 18 of the 1940 Act; (k) consult with the Audit Commit- tee of the Board, the Authorized Signatories, and the Compa- ny s independent accountants, legal counsel, custodian and other service providers in establishing the accounting policies of the Company and monitor financial and shareholder ac- counting services; (l) review implementation of any share purchase programs authorized by the Board; (m) determine the amounts available for distribution as dividends and distributions to be paid by the Company to its shareholders; (n) prepare and arrange for the print- ing of dividend notices to shareholders; (o) provide the Company s dividend disbursing agent and custodian with such information as is required for such parties to effect the payment of dividends and distributions; (p) prepare such information and re- ports as may be required by any banks, if any, from which the Company borrows funds; (q) provide such assistance to the Company s custodian, counsel, auditors and other service providers as generally may be required to properly carry on the business and operations of the Company; (r) assist in the preparation and fil- ing of Forms 3, 4, and 5 pursuant to Section 16 of the Securi- ties Exchange Act of 1934, as amended, and Section 30(h) of the 1940 Act for the officers, Authorized Signatories and trustees of the Company, such filings to be based on infor- mation provided by those persons; (s) respond to or refer to the Com- pany s officers or Authorized Signatories shareholder (in- cluding any potential shareholder) inquiries relating to the Company; and (t) supervise any other aspects of the Company s administration as may be agreed to by the Company and the Investment Manager. All services are to be furnished through the medium of any trustees, officers, Authorized Signatories or employees of the Investment Manager or its affiliates as the Investment Manager deems appropriate in order to fulfill its obligations hereunder. The Company will reimburse the In- vestment Manager and its affiliates for all out-of-pocket ex- penses incurred by them in connection with the performance of the administrative services described in this paragraph 2. 3. Authority to Bind the Company; No Joint VentureExcept as provided in or pursuant to Sections 1, 2 and 12 hereof or as otherwise delegated or approved (either generally or specifically) by the Board, the Investment Man- ager shall have no authority to bind or obligate the Company. Nothing in this Agreement shall be deemed to create a joint venture or partnership between the parties with respect to the arrangements set forth in this Agreement. For all purposes hereof, the Investment Manager shall be deemed to be an in- dependent contractor. (b) The Investment Manager shall act in conformity with the written instructions and directions of the Board, except to the extent that authority has been del- egated to the Investment Manager pursuant to the terms of this Agreement and the Transaction Documents. The In- vestment Manager will not be bound to follow any amend- ment to any Transaction Document until it has received writ- ten notice thereof and until it has received a copy of the amendment from the Company and has consented thereto. (c) The Investment Manager may, with respect to the affairs of the Company, consult with such legal counsel, accountants and other advisors as may be se- lected by the Investment Manager. The Investment Manager shall be fully protected, to the extent permitted by applicable law, in acting or failing to act hereunder if such action or in- action is taken or not taken in good faith by the Investment Manager in accordance with the advice or opinion of such counsel, accountants or other advisors. The Investment Manager shall be fully protected in relying upon any writing signed in the appropriate manner with respect to any instruc- tion, direction or approval of any of the Board and may also rely on opinions of the Investment Manager s counsel with respect to such instructions, directions and approvals. The Investment Manager shall also be fully protected when acting upon any instrument, certificate or other writing the Invest- ment Manager believes in good faith to be genuine and to be signed or presented by the proper person or persons. The In- vestment Manager shall be under no duty to make any inves- tigation or inquiry as to any statement contained in any such writing and may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained if the Investment Manager in good faith believes the same to be genuine. 4.

General Duties of the Investment Manager. Subject to the direction and control of the Company’s 's Board of Directors (the “"Board”") and subject to and in accordance with the terms of any documentation relating to any indebtedness incurred by the Company’s certificate of incorporation , the Operating Agreement, the Company's Custodial Agreement with Xxxxx Fargo Bank, National Association, as the same may be amended from time to time (the “Certificate of Incorporation”"Custodial Agreement"), the policies adopted or approved by the Board, as the same shall be amended from time to time, the conditions of any exemptive order obtained by or for the benefit of the Company from the Securities and Exchange Commission (the “"SEC”") and this Agreement, the Investment Manager agrees to supervise and direct the investment and reinvestment of the assets Assets and perform the investment management and administrative duties set forth hereinherein or in the Operating Agreement (subject to the approval of the Investment Committee (as defined in Section 4(a) hereof) to the extent provided in Section 4 hereof), and shall perform on behalf of the Company those investment and leverage related duties and functions assigned to the Company or the Investment Manager in any documentation relating to any indebtedness incurred by the Company, the Statements of Preferences for any Preferred Shares issued by the Company and the Custodial Agreement (collectively, the "Transaction Documents"), and shall have such other powers with respect to the investment and leverage related functions of the Company as shall be delegated from time to time to the Investment Manager by the Board. The Investment Manager is hereby granted, and shall have, full power to take all actions and execute and deliver all necessary and appropriate documents and instruments on behalf of the Company in accordance with the foregoingTransaction Documents, the Operating Agreement, the policies adopted or approved by the Board and transmitted to the Investment Manager, the conditions of any exemptive order obtained by or for the benefit of the Company or the Investment Manager from the SEC and this Agreement. The Investment Manager shall endeavor to comply in all material respects with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations and the applicable provisions of any other agreements to which the Company is subjectTransaction Documents in performing its duties under this Agreement. Subject to the foregoing and the other provisions of this Agreement, and subject to the decisions of the Investment Committee and the direction and control of the Board, the Investment Manager is hereby appointed as the Company’s 's agent and attorney-in-fact with authority to negotiate, execute and deliver all documents and agreements on behalf of the Company and to do or take all related acts, with the power of substitution, to acquire, dispose of or otherwise take action with respect to or affecting the Investments (as defined in Section 4(b) hereof), including, without limitation: