Common use of Management by the Board Clause in Contracts

Management by the Board. (a) The management, policies and affairs of the Company shall be managed by or under the direction of the Board; provided, however, that subject to the Investment Company Act and applicable law, the Board may delegate its rights and powers to third parties, including the Investment Adviser, as it may determine; provided that the Board shall remain responsible for its duties and obligations hereunder and under applicable law and regulation notwithstanding any such delegation; provided further that any delegation by the Board of its rights and powers beyond the ordinary course of matters generally delegated by the boards of directors of other BDCs managed or advised by the Investment Adviser or any of its Affiliates shall require the consent of a majority-in-interest of the Members. Unless otherwise specified in this Agreement, consent or approval by the Company shall be determined by the Board. Each member of the Board shall, in the performance of such member’s duties, be fully protected in relying in good faith upon such information, opinions, reports or statements presented to the Company by any party to whom the Board has delegated its rights and powers, including the Investment Adviser, as to those matters the member reasonably believes are within such person’s professional or expert competence and who has been selected and monitored with reasonable care by the Company or the Investment Adviser. (b) The Board may appoint and elect (as well as remove or replace with or without cause), as it deems necessary, Chief Executive Officers, Presidents, Vice Presidents (including Executive Vice Presidents), Treasurers, Chief Financial Officers, Secretaries, Chief Compliance Officers, Chief Operating Officers and any other officers of the Company the Board determines to be necessary or advisable (collectively, the “Officers”). The names of each Officer and such Officer’s position as of the date hereof are listed on Schedule B. No compensation shall be payable by the Company to any Officer that is an Affiliate or employee of the Investment Adviser. (c) The Officers shall perform such duties and may exercise such powers as may be assigned to them by the Board. For the avoidance of doubt, where there is more than one Chief Executive Officer, President, Vice President (including Executive Vice President), Treasurer, Chief Financial Officer, Secretary, Chief Compliance Officer or Chief Operating Officer, any person holding such office may, acting alone, take any action that such officer is permitted to take pursuant to this Agreement, in each case unless the Board determines otherwise. (d) Unless the Board decides otherwise, if the title of any person authorized to act on behalf of the Company under this Section 3.5.3 is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Delaware, the assignment of such title shall constitute the delegation to such person of the authority and duties that are normally associated with that office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this Section 3.5.3. Any number of titles may be held by the same person. Any delegation pursuant to this Section 3.5.3 may be revoked at any time by the Board. (e) The Board may authorize any Person, including any Officer, to sign on behalf of the Company.

Management by the Board. (a) The management, policies and affairs management of the Company shall be managed by or under the direction of vested in the Board; provided, however, that subject to the Investment Company Act and applicable law, the Board may delegate its rights and powers to third parties, including the Investment Adviser, . Except as it may determine; otherwise provided that the Board shall remain responsible for its duties and obligations hereunder and under applicable law and regulation notwithstanding any such delegation; provided further that any delegation by the Board of its rights and powers beyond the ordinary course of matters generally delegated by the boards of directors of other BDCs managed or advised by the Investment Adviser or any of its Affiliates shall require the consent of a majority-in-interest of the Members. Unless otherwise specified in this Agreement, consent the Board shall have all authority, rights and powers in the management of the Company business to do any and all acts and things necessary, proper, appropriate, advisable, incidental or approval convenient to effectuate the purposes of this Agreement. Any action taken by the Board on behalf of the Company in accordance with the foregoing provisions shall constitute the act of and shall serve to bind the Company. The Board shall initially be determined comprised of two persons, consisting initially of Barrack and Ribis; (collectively, the “Board Members”), and thereafter shall consist of such number as may be fixed from time to time by resolution of the BoardVoting Majority In Interest. Each member Board Member shall serve in such capacity, except as otherwise set forth herein, until such time that such Board Member is removed by resolution of the Board shall, in the performance of such member’s duties, be fully protected in relying in good faith upon such information, opinions, reports Voting Majority In Interest or statements presented to the Company by any party to whom the Board has delegated its rights and powers, including the Investment Adviser, as to those matters the member reasonably believes are within such person’s professional or expert competence and who has been selected and monitored with reasonable care by the Company or the Investment Adviserresigns. (b) The Board may appoint and elect (as well as remove or replace with or without cause)Subject to receiving any required approvals from the Gaming Authorities, as it deems necessary, Chief Executive Officers, Presidents, Vice Presidents (including Executive Vice Presidents), Treasurers, Chief Financial Officers, Secretaries, Chief Compliance Officers, Chief Operating Officers and any other officers of the Company the Board determines shall permit two (2) people to be necessary or advisable non-voting Board observers one (collectively, 1) representing each of Colony VI and Whitehall (the “OfficersERISA Representatives”). The names of each Officer ERISA Representatives shall be entitled to attend any and such Officer’s position as all meetings of the date hereof are listed on Schedule B. No compensation Board but shall not be payable members of the Board nor have any voting rights in respect of any actions taken by the Company to any Officer that is an Affiliate or employee Board. The rights of the Investment AdviserERISA Representatives are subject to: (i) their ability to attend such meetings but the Board shall not be required to reschedule meetings to accommodate the schedule of the ERISA Representatives so long as the Board provides at least ten (10) days notice of all such meetings in good faith and (ii) relevant legal and regulatory restrictions. (c) The Officers shall perform such duties and may exercise such powers Loan Agreement requires the Company to have an Independent Board Member. Pursuant to the Loan Agreement, under certain circumstances the Company is required to add a second Independent Board Member. As soon as may be assigned to them practicable after the proposed Independent Board Member(s) receives any approval(s) required by the BoardGaming Authorities to serve as a Board Member, the Voting Majority In Interest shall increase the Board to add the Independent Board Member(s). For The power of the avoidance of doubt, where there is more than one Chief Executive Officer, President, Vice President (including Executive Vice PresidentIndependent Board Member(s) shall be limited to voting on those matters set forth in Section 13.1(o), Treasurer, Chief Financial Officer, Secretary, Chief Compliance Officer or Chief Operating Officer, and the Independent Board Member(s) shall not have the right to vote on any person holding such office may, acting alone, take any action that such officer is permitted to take pursuant to this Agreement, in each case unless other matters which may come before the Board determines otherwiseBoard. (d) Unless Except as otherwise required by law or the Gaming Authorities, any Board decides otherwiseMember, other than the Independent Board Member or the Whitehall Board Member, may be removed from the Board, with or without cause, by the Voting Majority In Interest and the office of such Board Member shall forthwith become vacant. Any Board Member may resign at any time. Such resignation shall take effect at the time specified therein, and if no time be specified, at the title time of any person authorized to act on behalf of its receipt by the Company under this Section 3.5.3 is one commonly used for officers Board. The acceptance of a business corporation formed under resignation shall not be necessary to make it effective, unless so specified therein. Any vacancy on the General Corporation Law of Board, other than the State of DelawareWhitehall Board Member, occurring from any cause whatsoever, shall be filled by a candidate appointed by the Voting Majority In Interest. Should the Independent Board Member resign, the assignment of such title Voting Majority In Interest shall constitute add another Independent Board Member as soon as practicable. Whitehall shall have the delegation right to such person of appoint a replacement in the authority and duties event that are normally associated with that office, subject to any specific delegation of, or restriction on, authority and duties made pursuant to this Section 3.5.3. Any number of titles may be held by the same person. Any delegation pursuant to this Section 3.5.3 may be revoked at any time by Whitehall Board Member resigns from the Board. (e) The Meetings of the Board shall be held at such times and locations as may be determined by the Voting Majority In Interest. Notice of each meeting shall be given by the Voting Majority In Interest to each Board Member and shall state the place, date and time of the meeting. Notice of such meeting shall be mailed, postage prepaid, to each Board Member and Board observer addressed to him at his address or usual place of business by first class mail or shall be sent by facsimile, overnight courier, telex, or be delivered to him personally or by telephone, at least ten (10) days before the day on which such meeting is to be held. (f) A majority of the Board Members entitled to vote on matters to be addressed at such meeting shall constitute a quorum for the transaction of business. If a quorum shall not be present at any meeting of the Board, the Board Members present thereat may adjourn the meeting to another time and place. Notice of such time and place of the adjourned meeting shall be given to all of the Board Members unless such time and place were announced at the meeting at which the adjournment was taken, in which case such notice shall only be given to the Board Members who were not present thereat. At such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called. Wherever approval by the Board is required by this Agreement, such approval shall, except as otherwise set forth herein, consist of the affirmative vote of a majority of a quorum of the Board Members. (i) Any action required or permitted to be taken by the Board may authorize be taken without a meeting if the number of Board Members necessary to approve such action at a meeting consent in writing, and (ii) one or more Board Members may participate in any Person, including any Officer, to sign on behalf meeting of the CompanyBoard by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in the meeting pursuant to this Section 7.1(g)(ii) shall constitute presence in person at the meeting.