Common use of Obligations of Manager Clause in Contracts

Obligations of Manager. (a) The Manager shall require each seller or transferor of investments to the Company to make such representations and warranties regarding such investments 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 Company's investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith, would adversely affect the status of the Company as a REIT or that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company 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, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company, the Independent Directors, or the Company's stockholders or partners for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 10 of this Agreement.

Obligations of Manager. (a) The Manager shall require each seller or transferor of investments Mortgage Assets to the Company to make such representations and warranties regarding such investments Mortgage Assets as maymay be, in the judgment of the Manager, be necessary necessary, advisable and appropriate. In addition, the Manager shall take such other action as it deems necessary necessary, advisable or appropriate with regard to the protection of the Company's investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith, which would adversely affect the status of the Company or, if applicable, any subsidiary of the Company as a REIT or that, in its sole judgment made in good faith, which would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or that any such subsidiary or which would otherwise not be permitted by the Company's or such subsidiary'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, regulation or the Governing Instruments. Notwithstanding the foregoing, the The Manager, its directors, officers, stockholders and employees shall not be liable to the Company, any subsidiary of the Independent DirectorsCompany, or the Board of Directors, including the "Independent Directors" (as defined in the Company's stockholders or partners Bylaws), for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 10 11 of this Agreement.

Obligations of Manager. (a) The Manager shall require each seller or transferor of investments Mortgage Assets to the Company to make such representations and warranties regarding such investments Mortgage Assets as maymay be, in the judgment of the Manager, be necessary necessary, advisable and appropriate. In addition, the Manager shall take such other action as it deems necessary necessary, advisable or appropriate with regard to the protection of the Company's ’s investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith, which would adversely affect the status of the Company or, if applicable, any subsidiary of the Company, as a REIT or that, in its sole judgment made in good faith, which would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or that any such subsidiary or which would otherwise not be permitted by the Company's ’s or such subsidiary’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 ’s judgment that such action would adversely affect such status or violate any such law, rule or regulation, regulation or the Governing Instruments. Notwithstanding the foregoing, the The Manager, its directors, officers, stockholders shareholders and employees shall not be liable to the Company, the Independent Directors, Directors or the Company's stockholders or partners ’s shareholders, for any act or omission by the Manager, its directors, officers, stockholders shareholders or employees employees, except as provided in Section 10 13 of this Agreement.

Obligations of Manager. (a) The Manager shall require each seller or transferor of investments Mortgage Assets to the Company to make such representations and warranties regarding such investments Mortgage Assets as maymay be, in the judgment of the Manager, be necessary necessary, advisable and appropriate. In addition, the Manager shall take such other action as it deems necessary necessary, advisable or appropriate with regard to the protection of the Company's ’s investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith, which would adversely affect the status of the Company or, if applicable, any subsidiary of the Company as a REIT or that, in its sole judgment made in good faith, which would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or that any such subsidiary or which would otherwise not be permitted by the Company's ’s or such subsidiary’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 ’s judgment that such action would adversely affect such status or violate any such law, rule or regulation, regulation or the Governing Instruments. Notwithstanding the foregoing, the The Manager, its directors, officers, stockholders and employees shall not be liable to the Company, any subsidiary of the Independent DirectorsCompany, or the Company's stockholders or partners Board of Directors for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 10 11 of this Agreement.

Obligations of Manager. (a) The Manager shall require each seller or transferor of investments Investments to the Company to make such representations and warranties regarding such investments Investments 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 Company's investmentsInvestments and other assets. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith, that would adversely affect the status of the Company as a REIT exempt from regulations under the Investment Company Act or that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company 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 DirectorsCompany, the Manager shall promptly notify the Board of Directors Company of the Manager's judgment that such action would adversely affect such status or violate any such law, rule or regulation, regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company, the Independent Directors, or the Company's stockholders or partners Company for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 10 9 of this Agreement. (c) Absent written direction from the Company, the Manager shall use reasonable efforts to comply with the Guidelines, as they may be revised from time to time.

Obligations of Manager. (a) The Manager shall require each seller or transferor of investments Mortgage Assets to the Company to make such representations and warranties regarding such investments Mortgage Assets as maymay be, in the judgment of the Manager, be necessary necessary, advisable and appropriate. In addition, the Manager shall take such other action as it deems necessary necessary, advisable or appropriate with regard to the protection of the Company's ’s investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith, which would adversely affect the status of the Company or, if applicable, any subsidiary of the Company, as a REIT or that, in its sole judgment made in good faith, which would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or that any such subsidiary or which would otherwise not be permitted by the Company's ’s or such subsidiary’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 ’s judgment that such action would adversely affect such status or violate any such law, rule or regulation, regulation or the Governing Instruments. Notwithstanding the foregoing, the The Manager, its directors, officers, stockholders shareholders and employees shall not be liable to the Company, the Independent Directors, Directors or the Company's stockholders or partners ’s shareholders, for any act or omission by the Manager, its directors, officers, stockholders shareholders or employees employees, except as provided in Section 10 11 of this Agreement.

Obligations of Manager. (a) The Manager shall require each seller or transferor of investments Mortgage Assets to the Company to make such representations and warranties regarding such investments Mortgage Assets as maymay be, in the judgment of the Manager, be necessary necessary, advisable and appropriate. In addition, the Manager shall take such other action as it deems necessary necessary, advisable or appropriate with regard to the protection of the Company's investments. (b) The Manager shall refrain from any action that, in its sole judgment made in good faith, which would adversely affect the status of the Company or, if applicable, any subsidiary of the Company, as a REIT or that, in its sole judgment made in good faith, which would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or that any such subsidiary or which would otherwise not be permitted by the Company's or such subsidiary'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, regulation or the Governing Instruments. Notwithstanding the foregoing, the The Manager, its directors, officers, stockholders shareholders and employees shall not be liable to the Company, the Independent Directors, Directors or the Company's stockholders or partners shareholders, for any act or omission by the Manager, its directors, officers, stockholders shareholders or employees employees, except as provided in Section 10 11 of this Agreement.