Common use of OBLIGATIONS OF MANAGER; RESTRICTIONS Clause in Contracts

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and its Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Assets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines, (ii) would adversely affect the status of the Company and its Subsidiaries under the relevant tax code, or (iii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing or any other provisions of this Agreement, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partners, for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and its Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Assets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the Guidelines, (ii) would adversely affect the Company’s status of the Company and its Subsidiaries as an entity excluded from investment company status under the relevant tax code, Investment Company Act or (iiiii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company’s Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager’s judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing or any other provisions of this Agreementforegoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company or any Subsidiary, the Board of Directors, or the Company’s or any Subsidiary’s stockholders or partnersmembers, for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement. (b) The Company shall not invest in joint ventures with the Manager or any Affiliate thereof, unless such investment is approved in advance by a majority of the Independent Committee. (c) The Manager shall at all times during the term of this Agreement maintain “errors and omissions” insurance coverage and other insurance coverage which is customarily carried by property, asset and investment managers performing functions similar to those of the Manager under this Agreement with respect to assets similar to the assets of the Company, in an amount which is comparable to that customarily maintained by other managers or servicers of similar assets.

OBLIGATIONS OF MANAGER; RESTRICTIONS. (a) The Manager shall require each seller or transferor of investment assets to the Company and its Subsidiaries to make such representations and warranties regarding such assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the AssetsInvestments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith, (i) is not in compliance with the GuidelinesInvestment Manual, (ii) would adversely affect can reasonably be expected to result in the status loss of the Company and its Subsidiaries Company’s status as a REIT under the relevant tax code, Code (until such time that the Board of Trustees determines that the Company should no longer qualify as a REIT) or (iii) would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary that would materially adversely affect the Company or that would otherwise not be permitted by the Companysuch entity’s Governing Instruments. If the Manager is ordered to take any such action by the Board of DirectorsTrustees, the Manager shall promptly notify the Board of Directors Trustees of the Manager’s judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing or any other provisions of this Agreementforegoing, the ManagerManager and its Affiliates, its directors, officers, stockholders officers and employees shall not be liable to the Company or any Subsidiary, the Board of DirectorsTrustees, or the Company’s or any Subsidiary’s stockholders shareholders or partners, partners for any act or omission by the Manager, its directorsAffiliates, officers, stockholders officers or employees except as provided in Section 11 10. (c) Either the Manager or its sole stockholder, SRLP, shall at all times during the term of this AgreementAgreement maintain a tangible net worth equal to or greater than $1,000,000.