Common use of Obligations of the Advisor Clause in Contracts

Obligations of the Advisor. (a) The Advisor shall establish and maintain a committee consisting of persons who are qualified to evaluate investments in real estate and the financing thereof (the "Investment Committee") which shall be responsible for the establishment of investment guidelines and criteria relating to the acquisition and disposition of Investment Assets on behalf of the Company. All acquisitions and dispositions of Real Estate Assets and Mezzanine Investments by the Company must be reviewed and approved in advance by the Investment Committee. (b) The Advisor shall require each seller or transferor of Real Estate Assets to the Company, and each property owner in which the Company makes a Mezzanine Investment, to make such representations and warranties regarding such Real Estate Assets or the real estate or other assets securing such Mezzanine Investment, as may, in the judgment of the Advisor, be necessary and appropriate. In addition, the Advisor shall take such other action as it deems necessary or appropriate with regard to the protection of the Company's Real Estate Assets and other Investment Assets. (c) The Advisor shall refrain from any action which, in its sole judgment made in good faith, would adversely affect the status of the Company as a REIT or, if applicable, any of its Subsidiaries as either a Qualified REIT Subsidiary, Taxable REIT Subsidiary or a partnership for federal income tax purposes or which, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental or regulatory body or agency having jurisdiction over the Company or any such Subsidiary or which would otherwise not be permitted by the Company's or any such Subsidiary's Governing Instruments. If the Advisor is ordered to take any such action by the Board of Directors, the Advisor shall promptly notify the Board of Directors of the Advisor's judgment that such action would adversely affect the status of the Company or any of its Subsidiaries under the Code or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Advisor, its directors, officers, stockholders and employees shall not be liable to the Company, any Subsidiary of the Company, the Independent Directors or the Company's or any Subsidiary's stockholders for any act or omission by the Advisor, its directors, officers, stockholders or employees except as provided in Section 10 of this Agreement.