Additional Activities of Manager. Nothing herein shall prevent -------------------------------- the Manager or any of its Affiliates from engaging in other businesses or from rendering services of any kind to any other person or entity, including investment in, or advisory service to others investing in, any type of real estate investment (including investments which constitute Primary Investments for the Company); provided, however, that the Manager and its subsidiaries will grant a right of first refusal with respect to the Company's Primary Investments on the terms and conditions set forth below. Directors, officers, employees and agents of the Manager or Affiliates of the Manager may serve as directors, officers, employees, agents, nominees or signatories for the Company or any Subsidiary, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Board of Directors pursuant to the Company's Governing Instruments. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective titles in the Company.
Additional Activities of Manager. Nothing herein shall prevent the Manager or any of its officers, directors, employees or Affiliates from engaging in other businesses or from rendering services of any kind to any other person or entity, including the purchase of, or advisory service to others investing in, any type of real estate investment, including investments which meet the principal investment objectives of the Company, except that the Manager and its officers, directors and employees shall not provide any such services to any mortgage REIT other than the Company or another REIT sponsored by the Manager or its Affiliates which has operating policies and strategies different in one or more material respects from those of the Company, as confirmed by a majority of the Unaffiliated Directors. Compensation to the Manager for any such services shall be on an arm’s-length basis and at a rate no higher than the rate at which such services would be available from a third party. Directors, officers, employees and agents of the Manager or Affiliates of the Manager may serve as trustees, directors, officers, employees, agents, nominees or signatories for the Company or any subsidiary of the Company, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Board of Directors pursuant to the Company’s Governing Instruments. It is expressly contemplated that the Company’s Mortgage Loans will be serviced by the Manager acting as servicer pursuant to the Master Loan Participation and Servicing Agreement, dated as of February 6, 2001, as amended from time to time.
Additional Activities of Manager. (a) Nothing herein shall prevent the Manager or any of its Affiliates from engaging in other businesses or from rendering services of any kind to any other person or entity, including investment in, or advisory service to others investing in, any type of real estate investment, including investments which meet the principal investment objectives of the Company. Notwithstanding anything elsewhere in this Agreement to the contrary, the Manager shall not engage in any activity which would cause it to be required to register as an investment advisor under the Investment Advisers Act of 1940. In furtherance thereof, during any twelve (12) month period, the Manager shall not (i) render investment advice to more than fifteen (15) clients, (ii) hold itself out generally to the public as an investment advisor, or (iii) act as an investment advisor to any investment Company that is registered under the Investment Company Act.
(b) Directors, officers, employees and agents of the Manager or Affiliates of the Manager may serve as directors, officers, employees, agents, nominees or signatories for the Company or any subsidiary of the Company, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Board of Directors pursuant to the Company’s Governing Instruments. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective title in the Company.
Additional Activities of Manager. (a) Except as expressly provided below, this Agreement shall not prevent or restrict the Manager or any other member of the AMRESCO Group, or any of their respective officers, directors, partners, officers, stockholders, employees or Affiliates from engaging in other businesses or from rendering services of any kind to any other Person, including investment in, or advisory service to others investing in, any type of real estate related assets, including assets which meet the principal investment objectives of the Company; provided, however, that during the term of this Agreement, neither the Manager, nor any other member of the AMRESCO Group, nor any of their respective directors, partners, officers, employees or affiliates (while acting in such capacity only) will (i) sponsor, (ii) act as manager to or (iii) make any significant equity investment in, any other REIT with investment objectives substantially similar to those of the Company, without the prior approval of a majority of the Independent Trust Managers.
(b) Directors, partners, officers, stockholders, employees and Affiliates of the Manager or any other member of the AMRESCO Group may serve as directors, partners, officers, stockholders, employees or signatories for the Company or any Subsidiary of the Company, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Board of Trust Managers pursuant to the Company's Governing Instruments. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective titles in the Company.
(c) Nothing in this Agreement shall prevent the Manager or any other member of the AMRESCO Group from selling assets to, or engaging in any other transaction with, the Company; provided, that any such transactions must be effected in accordance with the Guidelines or shall otherwise be approved in advance by a majority of the Independent Trust Managers.
Additional Activities of Manager. Nothing herein shall prevent the Manager or any of its officers, directors, employees or Affiliates from engaging in other businesses or from rendering services of any kind to any other person or entity, including the purchase of, or advisory service to others investing in, any type of real estate investment, including investments which meet the principal investment objectives of the Company, except that the Manager and its officers, directors and employees shall not provide any such service to any mortgage REIT other than the Company. The Manager may participate with the Company in making Mortgage loans if approved by a majority of the Unaffiliated Directors. Directors, officers, employees and agents of the Manager or Affiliates of the Manager may serve as trustees, directors, officers, employees, agents, nominees or signatories for the Company or any subsidiary of the Company, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Board of Directors pursuant to the Company's Governing Instruments.
Additional Activities of Manager. (a) Except as expressly provided in paragraph 3(b) below, nothing in this agreement shall prevent the Manager or any of its officers, directors, employees or affiliates from engaging in other businesses or from rendering services of any kind to any other person or entity, including the purchase of, or advisory services to others investing in, any type of real estate investment, including investments which meet the principal investment objectives of the Company. Notwithstanding the foregoing, the Manager shall at all times during the term of this Agreement devote such time and attention, and maintain sufficient personnel and resources, to assure that it can adequately manage the operations and administration of the Company.
(b) Manager agrees that certain proposed transactions, as defined below, will be considered “Company Opportunities,” and any Company Opportunity that comes to the Manager’s attention will first be offered or made available to the Company as provided herein before Manager or any of Manager’s affiliates may enter into any such transaction for its or their own account or may offer such transaction to any third party. “Company Opportunities” will include any proposed investment or investment disposition transaction brought to the Manager’s attention in its capacity as Manager under this Agreement, including transactions brought to its attention by members of the Company’s Board of Directors, by any other party to a then existing non-Manager sourced Company investment, or by any party contacting the Manager concerning such a proposed transaction in its capacity as Manager of the Company. Manager shall initially pursue any such Company Opportunity on behalf of the Company, and will provide the Board of Directors promptly in writing with notice of the material proposed terms of any such transaction, to the extent practicable. The Board of Directors will meet within thirty (30) days following the date such notice is received by the Board to consider whether the Company will elect to pursue the Company Opportunity described in the notice. If the Board elects to have the Company pursue the Company Opportunity, it will so notify the Manager and direct the Manager’s efforts in seeking to complete the transaction. The Manager will thereafter diligently and in good faith analyze the proposed transaction on the Company’s behalf, negotiate the terms of the transaction solely in the Company’s interest, communicate with the Board concerning the ongoing st...
Additional Activities of Manager. Nothing herein shall limit or restrict the right of the Manager or any of its officers, directors, employees or Affiliates to engage in any business or to render services of any kind to any other person including the purchase of, or rendering advice to others purchasing, assets that meet the Company's policies and criteria, except that so long as this Agreement is in effect, the Manager (i) may not manage or advise another REIT or other entity that invests or intends to invest primarily in permanent mortgage loans or purchase lease back transactions with respect to healthcare facilities and (ii) may not
Additional Activities of Manager. (a) Nothing herein shall prevent the Manager or any of its Affiliates from engaging in other businesses or from rendering services of any kind to any other person or entity, including investment in, or advisory service to others investing in, any type of real estate investment, including investments which meet the principal investment objectives of the Company; provided, that if the Manager engages in any activities that would require it to register as an investment adviser under the Investment Advisers Act or under other law, rule or regulation regulating investment advisers, the Manager shall register under the applicable statute no later than the date upon which the applicable statute requires registration; provided, however, that no fees, expenses or other costs incurred by the Manager in connection with or relating to (i) any registration requirements under the Investment Advisers Act or any other law, rule or regulation regulating investment advisers or (ii) the compliance by the Manager with any requirement under any such law, rule or regulation, shall be payable by the Company.
(b) Directors, officers, employees and agents of the Manager or Affiliates of the Manager may serve as directors, officers, employees, agents, nominees or signatories of the Company, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Board of Directors pursuant to the Company’s Governing Instruments. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective title in the Company.
Additional Activities of Manager. Nothing herein shall prevent the Manager or any of its officers, directors, employees or Affiliates from engaging in other businesses or from rendering services of any kind to any other person or entity, including the purchase of, or advisory service to others investing in, any type of real estate investment, including investments which meet the principal investment objectives of the Company, except that the Manager and its officers, directors and employees shall not provide any such services to any mortgage REIT other than the Company or another REIT sponsored by the Manager or its Affiliates which has operating policies and strategies different in one or more material respects from those of the Company, as confirmed by a majority of the Unaffiliated Directors. Directors, officers, employees and agents of the Manager or Affiliates of the
Additional Activities of Manager. Nothing herein shall prevent the Manager or any of its Affiliates from engaging in other businesses or from rendering services of any kind to any other person or entity, including investment in, or advisory service to others investing in, any type of real estate investment, including investments which meet the principal investment objectives of the Company. Notwithstanding the foregoing, the Manager will not and will not permit any Affiliate of the Manager to invest in Distressed Real Property unless (a) the Manager has determined in good faith that the Company should not make the investment because (i) the investment is not well-suited for the Company or (ii) the Company is unable financially to make the investment or (b) the Distressed Real Property is offered for investment only as part of a pool of both real estate and mortgage loans. The foregoing restriction does not apply to the purchase of Distressed Real Property in connection with foreclosure (or deed in lieu of foreclosure) on property securing a Mortgage Loan owned by the Manager or an Affiliate of the Manager. Moreover, the Manager will not and will not permit any Affiliate of the Manager to invest in Subordinated Interests unless (a) the Manager has determined in good faith that the Company should not make the investment because (i) the investment is not well-suited for the Company or (ii) the Company is unable financially to make the investment or (b) the mortgage loans collateralizing the Subordinated Interests were owned by the Manager or an Affiliate of the Manager. Directors, officers, employees and agents of the Manager or Affiliates of the Manager may serve as directors, officers, employees, agents, nominees or signatories for the REIT or any Subsidiary, to the extent permitted by their Governing Instruments, as from time to time amended, or by any resolutions duly adopted by the Board of Directors pursuant to the REIT's Governing Instruments. When executing documents or otherwise acting in such capacities for the Company, such persons shall use their respective titles in the Company.
