Example ContractsClausesAuthority of Advisor
Authority of Advisor
Authority of Advisor contract clause examples

DUTIES OF THE ADVISOR. Subject to the oversight of the Board and the terms and conditions of this Agreement and the Investment Guidelines and consistent with the provisions of the Company’s most recent Prospectus, the Charter and Bylaws and the Operating Partnership Agreement, the Advisor will have plenary authority with respect to the management of the business and affairs of the Company and the Operating Partnership and will be responsible for implementing the investment strategy of the Company and the Operating Partnership. The Advisor will perform (or cause to be performed through one or more of its Affiliates or third parties) such services and activities relating to the selection of investments and rendering investment advice to the Company and the Operating Partnership as may be appropriate or otherwise mutually agreed from time to time, which may include, without limitation:

REIMBURSEMENT TO THE ADVISOR. Commencing upon the fourth fiscal quarter after the Corporation’s acquisition of its first asset, the Company shall not reimburse the Advisor at the end of any fiscal quarter for Total Operating Expenses that in the four consecutive fiscal quarters then ended (the “Expense Year”) exceed (the “Excess Amount”) the greater of 2.0% of Average Invested Assets or 25.0% of Net Income (the “2%/25% Guidelines”) for such four fiscal quarters unless the Independent Directors determine that such Excess Amount was justified, based on unusual and nonrecurring factors that the Independent Directors deem sufficient. If the Independent Directors do not approve such Excess Amount as being so justified, the Advisor shall reimburse the Company the amount by which the Total Operating Expenses exceeded the 2%/25% Guidelines. If the Independent Directors determine such Excess Amount was justified, then, within 60 days after the end of any fiscal quarter of the Company for which Total Operating Expenses for the Expense Year exceed the 2%/25% Guidelines, the Advisor, at the direction of the Independent Directors, shall cause such fact to be disclosed to the Stockholders in writing (or the Company shall disclose such fact to the Stockholders in the next quarterly report of the Company or by filing a Current Report on Form 8-K with the Securities and Exchange Commission within 60 days of such quarter end), together with an explanation of the factors the Independent Directors considered in determining that such excess were justified. The Company will ensure that such determination will be reflected in the minutes of the meetings of the Board. All figures used in the foregoing computation shall be determined in accordance with GAAP applied on a consistent basis.

Powers of the Advisor. Subject to the express limitations set forth in this Agreement and the continuing and exclusive authority of the Board over the management of the Company, including as set forth in any investment guidelines approved by the Board, the power to direct the management, operation and policies of the Company, including making, financing and disposing of investments, shall be vested in the Advisor, which shall have the power by itself and shall be authorized and empowered on behalf and in the name of the Company to carry out any and all of the objectives and purposes of the Company and to perform all acts and enter into and perform all contracts and other undertakings that it may in its sole discretion deem necessary, advisable or incidental thereto to perform its obligations under this Agreement.

Termination by the Advisor. This Agreement may be terminated immediately by the Advisor in the event of # the bankruptcy of the Company or commencement of any bankruptcy or similar insolvency proceedings of the Company, or # any material breach of this Agreement by the Company not cured by the Company within ten (10) days after written notice thereof.

Person for which a Person referred to in [clause (a) above] serves as an investment advisor with discretionary investment authority.

The Board may, at any time upon the giving of written notice to the Advisor, modify or revoke the authority set forth in this Section 4; provided, however, that such modification or revocation shall be effective upon receipt by the Advisor and shall not be applicable to investment transactions to which the Advisor has committed the Company or the Operating Partnership prior to the date of receipt by the Advisor of such notification.

Governmental Authority. If the Backup Servicer becomes the Successor Servicer, then the Successor Servicer shall notify the Administrative Agent and each Lender of any material final fines, penalties or sanctions imposed by any Governmental Authority (including the CFPB) against the Backup Servicer, as Successor Servicer, that would reasonably be expected to have a material adverse effect on the Receivables within thirty (30) days of such occurrence.

Endorsement Authority. Except relating to Government Receivables, to sign or endorse checks, drafts, bank notes or other instruments on behalf of Provider and deposit the same into the Operating Account, and to sign or endorse checks, drafts, bank notes or other instruments regarding

Investment Authority. To invest, pending withdrawal or disbursement under this Agreement, the funds in the Operating Account in such manner as Manager shall reasonably determine so long as such investments are in safe investment vehicles, such as a money market account or short-term paper.

Committee Authority. The Committee shall have all powers and discretion necessary or appropriate to administer the Plan and to control its operation, including, but not limited to, the power to # determine which Employees shall be granted Awards in respect of a Performance Period, # prescribe the terms and conditions of Awards, including whether, to what extent, and under what circumstances Awards may be forfeited or suspended, # interpret, administer, reconcile any inconsistency or correct any defect in the Plan and/or any Award granted thereunder (including, without limitation, any agreement pursuant to which such Award is granted), # adopt rules for the administration, interpretation and application of the Plan as are consistent therewith, # interpret, amend, or revoke any such rules, and # make any other determination and take any other action that the Committee deems necessary or desirable for the administration and/or operation of the Plan. The Committee may exercise its powers and discretion hereunder in a non-uniform manner among Participants.

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