Common use of APPOINTMENT AND DUTIES OF THE ASSET MANAGER Clause in Contracts

APPOINTMENT AND DUTIES OF THE ASSET MANAGER. (a) On the terms and subject to the conditions set forth in this Agreement, the Company, on its own behalf and on behalf of each of its Subsidiaries, hereby appoints the Asset Manager to serve as asset manager and to provide the Services, and the Asset Manager hereby accepts such appointment. Except as otherwise provided herein or in connection with the termination of this Agreement, neither the Company nor any of its Subsidiaries shall appoint any other Person to serve as Asset Manager or to provide the services of the Asset Manager as set forth in this Agreement, except to the extent that the Asset Manager otherwise agrees, in its sole and absolute discretion. Whenever in this Agreement the approval or consent of the Company is required, such approval shall be obtained through the affirmative action of the Company Board, in accordance with the terms of the Company LLC Agreement. (b) The Asset Manager undertakes and agrees to use all commercially reasonable efforts to provide the Services and to otherwise fulfill its obligations hereunder. In rendering the Services and otherwise fulfilling its obligations hereunder, the Asset Manager will at all times (i) be subject to the supervision, management and direction of the Company Board and any applicable approvals required by or restrictions imposed by this Agreement, the Company LLC Agreement or the Parent LP Agreement and, (ii) have only such functions and authority as the Company Board may delegate to it, including the functions and authority identified herein and delegated to the Asset Manager hereby, (iii) not take, or cause to be taken, any action that constitutes a Major Decision without such action having received the required prior approval of the Parent Board or the Company Board, as applicable, in accordance with the Parent LP Agreement or the Company LLC Agreement, as applicable, (iv) act in a manner consistent with, and subject to, the applicable Annual Budget (subject to Section 3 hereof) and applicable Law and (v) act in good faith as a reasonable expert in managing forestry investments. Subject to the foregoing, during the term of this Agreement, the Asset Manager will be responsible for the following (collectively, the “Services”): (i) preparing the Annual Budget and presenting the Annual Budget for approval in accordance with Section 3 hereof and the Company LLC Agreement; (ii) implementing each Annual Budget following the approval thereof in accordance with the terms of such approved Annual Budget and Section 3 hereof; (iii) administering the day-to-day business and operations of the Company and its Subsidiaries and performing and supervising the performance of such administrative functions necessary to the management of the Company and its Subsidiaries as may be agreed upon by the Asset Manager and the Company Board; (iv) assisting the Company in retaining at all times a Qualified REIT Consultant and other advisors to advise the Company regarding the maintenance of the Company’s qualification as a REIT and monitoring compliance with the various REIT qualification tests and other rules set out in the Code and Treasury Regulations thereunder; (v) investigating, selecting, engaging and supervising, on behalf of the Company and its Subsidiaries, third party service providers as contemplated by Section 2(c) hereof; (vi) overseeing the performance by each Timber Manager of its duties and making periodic recommendations to the Company Board regarding the engagement, or termination of, such Timber Managers; (vii) identifying, investigating, analyzing and originating potential investment opportunities for the Company and its Subsidiaries, to the extent directed to do so by the Company Board; (viii) consulting with the Company Board regarding acquiring, financing, retaining, selling, restructuring or disposing of Business Assets and recommending strategies for the same; (ix) supervising and structuring prospective sales or exchanges of Business Assets, and conducting negotiations with purchasers, brokers, lenders and, if applicable, their respective agents and representatives, in each case, as requested by the Company Board; (x) identifying, evaluating and recommending sources of financing for the Company and its Subsidiaries, as requested by the Company Board; (xi) providing the Company Board with periodic review and evaluation of the performance of the Business Assets and other customary functions related to asset management; (xii) taking required actions on behalf of the Company and its Subsidiaries to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (xiii) taking required actions on behalf of the Company and its Subsidiaries in complying with all applicable regulatory requirements with respect to their business activities; (xiv) preparing and filing all tax returns and tax elections which are required by applicable law to be filed or are otherwise advisable and taking all other action reasonably necessary in connection with such required tax filings and reports with respect to the Company and its Subsidiaries (subject to the written approval of the Company and/or its Subsidiaries, as applicable); (xv) preparing, or causing to be prepared, and delivering (i) the financial reports and other information set forth in Section 4 hereof (pursuant to the terms thereof), and, (ii) the information related to tax matters set forth in Section 5 hereof (pursuant to the terms thereof); (xvi) preparing and providing for submission to and approval by the Company Board, prior to approval of the first Annual Budget, health and safety policies and procedures for employees and contractors (including all reasonably requested amendments thereto from the Company Board), as well as for tracking, reporting and managing workplace health and safety; (xvii) ensuring that the Business Assets are managed in accordance with Sustainable Forestry Initiative requirements, including all required reporting and auditing obligations, and forecasting a timeline for audits and recertification, as applicable, and reporting to the Company Board on the same; (xviii) complying with the requirements of the Wood Supply Agreements, including preparing, delivering and obtaining approval of the Annual Plan, Forecast Plan and Delivery Plan (as each such term is defined in the Wood Supply Agreements) each year when and as required in the Wood Supply Agreements; (xix) reporting quarterly to the Company Board any variances in harvest from the harvest plans for the previous calendar quarter exceeding Allowable Variance as identified on Exhibit A appended hereto, and shall not exceed any such Allowable Variance without having first obtained the approval of the Company Board; (xx) submitting to the Company Board monthly reports detailing any recordable incidents for employees and contractors that occurred in the previous month and any material environmental compliance matters, including violations or potential violations of Laws and best management practices applicable to the Business Assets, the Company and its Subsidiaries, and the operation of the same; (xxi) preparing, or causing to be prepared, and delivering, or causing to be delivered, to the lenders or other creditors of the Company or any of its Subsidiaries, such financial information, reports and other information as is required pursuant to the terms of any loan or credit agreement between the Company or any of its Subsidiaries and such lenders or creditors; (xxii) providing such other services (i) related to the foregoing as the Asset Manager and the Company Board may reasonably agree upon or (ii) set forth elsewhere herein; and (xxiii) doing all things reasonably necessary to assure its ability to render the Services as described in this Agreement. Notwithstanding anything else to the contrary in this Agreement, the Asset Manager shall, at all times in its provision of the above Services, (A) hold itself out to the public as a legal entity separate and distinct from the Parent, the Company and its Subsidiaries, (B) correct any known misunderstanding regarding its status as a separate entity from the Parent, the Company and its Subsidiaries, (C) conduct and operate its business in its own name and (D) not identify itself or any of its Affiliates as a division or part of the Parent, the Company or its Subsidiaries. Further, the Asset Manager shall not assume any liability for any obligations of the Parent, the Company and their Subsidiaries (and shall clearly identify in any action taken on behalf of the Company or their Subsidiaries that the Asset Manager is acting in the capacity as agent and not in its individual capacity), and neither the Asset Manager nor the Company or the any of their Subsidiaries shall hold the Asset Manager out to any third parties as liable for any of the obligations of the Parent, the Company or any of their Subsidiaries. For the avoidance of doubt, the immediately preceding sentence is not intended to modify the liability of any Affiliate of the Asset Manager that owns equity interests of the Parent, subject to the applicable provisions of the Parent LP Agreement. (c) The Asset Manager may investigate, select, recommend, engage and supervise, for and on behalf of, and at the sole cost and expense of, the Company or its Subsidiaries, accountants, legal counsel, appraisers, insurers, brokers, transfer agents, registrars, developers, investment banks, valuation firms, financial advisors, due diligence firms and such other third party professionals as the Asset Manager reasonably deems necessary or advisable in connection with the performance of the Services and its other obligations hereunder, and the Company or its Subsidiaries shall pay for the reasonable cost and expenses thereof, including pursuant to Section 7 of this Agreement. Any such engagement of third party professionals shall not relieve the Asset Manager from its obligations hereunder. (d) Anything in this Agreement to the contrary notwithstanding, but subject to Section 2(g), the Asset Manager shall refrain from taking any action which, in its sole judgment made in good faith, would (i) reasonably be expected to adversely affect the status of the Company as a REIT, (ii) subject Parent, the Company or any of its Subsidiaries to regulation under the Investment Company Act of 1940, as amended, or (iii) violate any applicable Law or otherwise not be permitted by the Company LLC Agreement or the Parent LP Agreement. If such action shall be ordered by the General Partner, the Parent Board or Company Board, the Asset Manager shall notify promptly the General Partner, the Parent Board or Company Board, as applicable, of the Asset Manager’s judgment of the potential impact of such action and shall refrain from taking such action. In such event, the Asset Manager shall have no liability for acting in accordance with the specific instructions of the General Partner, the Parent Board or Company Board so given. Notwithstanding the foregoing, the Manager Indemnified Parties shall not be liable to Parent, the Company or any of their respective Subsidiaries, the General Partner, the Parent Board or the Company Board, or the members, managers or partners of the General Partner, Parent, the Company or any of their respective Subsidiaries, for any act or omission by any Manager Indemnified Parties except as provided in Section 11 of this Agreement. (e) In the performance of its obligations and responsibilities hereunder, the Asset Manager shall not (i) use any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) use any corporate funds for any direct or indirect unlawful payments to any foreign or domestic governmental officials or employees or any employees of a foreign or domestic government-owned entity, (iii) violate any provision of the Foreign Corrupt Practices Act of 1977 or any other anticorruption Law applicable to the Company or any of its Subsidiaries, (iv) make, offer, authorize or promise any payment, rebate, payoff, influence payment, contribution, gift, bribe, rebate, kickback, or any other thing of value to any government official or employee, political party or official, or candidate, regardless of form, to obtain favorable treatment in obtaining or retaining business or to pay for favorable treatment already secured, (v) establish or maintain any fund of corporate monies or other properties for the purpose of supplying funds for any of the purposes described in the foregoing clause (iv) or (vi) make any bribe, unlawful rebate, payoff, influence payment, facilitation payment, kickback or other similar payment of any nature. The Asset Manager shall develop and implement an anti-corruption compliance program that includes internal controls, policies and procedures designed to ensure compliance with any applicable national, regional or local anti-corruption Law. The Asset Manager shall report violations or suspected violations of applicable anti-corruption Law or this Section 2(e) to the Company Board as soon as practicable after the Asset Manager becomes aware of or suspects a violation. (f) Without limiting any provision herein, all actions of the Parent and the Company under this Agreement requiring the consent or approval of the Company Board shall be subject to the direction of the members of the Company Board. Asset Manager expressly acknowledges Section 4.12(b) of the Parent LP Agreement and the Company LLC Agreement. (g) Asset Manager shall, and shall use reasonable best efforts to take all actions required to cause the Company to, comply with Sections 4.11 and 5.2 of the Company LLC Agreement. (h) Asset Manager expressly acknowledges the restrictions on Parent’s activities pursuant to Sections 4.17 and 4.19 of the Parent LP Agreement, and understands that the restrictions in Section 4.17 include the actions of an agent acting on its behalf. Asset Manager acknowledges and agrees that for U.S. federal income tax purposes it is providing Services to and on behalf of distinct principals pursuant to this Agreement and agrees that it shall use reasonable best efforts to take all actions (including avoiding taking actions) required to cause Parent to comply with such provisions of the Parent LP Agreement, without prejudice to actions required to be undertaken on behalf of the Company or its Subsidiaries.

APPOINTMENT AND DUTIES OF THE ASSET MANAGER. (a) On the terms and subject to the conditions set forth in this Agreement, the Company, on its own behalf and on behalf of each of its Subsidiaries, hereby appoints the Asset Manager to serve as asset manager and to provide the Services, and the Asset Manager hereby accepts such appointment. Except as otherwise provided herein or in connection with the termination of this Agreement, neither the Company nor any of its Subsidiaries shall appoint any other Person to serve as Asset Manager or to provide the services of the Asset Manager as set forth in this Agreement, except to the extent that the Asset Manager otherwise agrees, in its sole and absolute discretion. Whenever in this Agreement the approval or consent of the Company is required, such approval shall be obtained through the affirmative action of the Company Board, in accordance with the terms of the Company LLC Agreement. (b) The Asset Manager undertakes and agrees to use all commercially reasonable efforts to provide the Services and to otherwise fulfill its obligations hereunder. In rendering the Services and otherwise fulfilling its obligations hereunder, the Asset Manager will at all times (i) be subject to the supervision, management and direction of the Company Board and any applicable approvals required by or restrictions imposed by this Agreement, the Company LLC Agreement or the Parent LP Agreement andAgreement, (ii) have only such functions and authority as the Company Board may delegate to it, including the functions and authority identified herein and delegated to the Asset Manager hereby, (iii) not take, or cause to be taken, any action that constitutes a Major Decision without such action having received the required prior approval of the Parent Board or the Company Board, as applicable, in accordance with the Parent LP Agreement or the Company LLC Agreement, as applicable, (iv) act in a manner consistent with, and subject to, the applicable Annual Budget (subject to Section 3 hereof) and applicable Law and (v) act in good faith as a reasonable expert in managing forestry investments. Subject to the foregoing, during the term of this Agreement, the Asset Manager will be responsible for the following (collectively, the “Services”): (i) preparing the Annual Budget and presenting the Annual Budget for approval in accordance with Section 3 hereof and the Company LLC Agreement; (ii) implementing each Annual Budget following the approval thereof in accordance with the terms of such approved Annual Budget and Section 3 hereof; (iii) administering the day-to-day business and operations of the Company and its Subsidiaries and performing and supervising the performance of such administrative functions necessary to the management of the Company and its Subsidiaries as may be agreed upon by the Asset Manager and the Company Board; (iv) assisting the Company in retaining at all times a Qualified REIT Consultant and other advisors to advise the Company regarding the maintenance of the Company’s qualification as a REIT and monitoring compliance with the various REIT qualification tests and other rules set out in the Code and Treasury Regulations thereunder; (v) investigating, selecting, engaging and supervising, on behalf of the Company and its Subsidiaries, third third-party service providers as contemplated by Section 2(c) hereof; (vi) overseeing the performance by each Timber Manager of its duties and making periodic recommendations to the Company Board regarding the engagement, or termination of, such Timber Managers; (vii) identifying, investigating, analyzing and originating potential investment opportunities for the Company and its Subsidiaries, to the extent directed to do so by the Company Board; (viii) consulting with the Company Board regarding acquiring, financing, retaining, selling, restructuring or disposing of Business Assets and recommending strategies for the same; (ix) supervising and structuring prospective sales or exchanges of Business Assets, and conducting negotiations with purchasers, brokers, lenders and, if applicable, their respective agents and representatives, in each case, as requested by the Company Board; (x) identifying, evaluating and recommending sources of financing for the Company and its Subsidiaries, as requested by the Company Board; (xi) providing the Company Board with periodic review and evaluation of the performance of the Business Assets and other customary functions related to asset management; (xii) taking required actions on behalf of the Company and its Subsidiaries to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (xiii) taking required actions on behalf of the Company and its Subsidiaries in complying with all applicable regulatory requirements with respect to their business activities; (xiv) preparing and filing all tax returns and tax elections which are required by applicable law to be filed or are otherwise advisable and taking all other action reasonably necessary in connection with such required tax filings and reports with respect to the Company and its Subsidiaries (subject to the written approval of the Company and/or its Subsidiaries, as applicable); (xv) preparing, or causing to be prepared, and delivering (i) the financial reports and other information set forth in Section 4 hereof (pursuant to the terms thereof), and, (ii) the information related to tax matters set forth in Section 5 hereof (pursuant to the terms thereof); (xvi) preparing and providing for submission to and approval by the Company Board, prior to approval of the first Annual Budget, health and safety policies and procedures for employees and contractors (including all reasonably requested amendments thereto from the Company Board), as well as for tracking, reporting and managing workplace health and safety; (xvii) ensuring that the Business Assets are managed in accordance with Sustainable Forestry Initiative requirements, including all required reporting and auditing obligations, and forecasting a timeline for audits and recertification, as applicable, and reporting to the Company Board on the same; (xviii) complying with the requirements of the Wood Supply Agreements, including preparing, delivering and obtaining approval of the Annual Plan, Forecast Plan and Delivery Plan (as each such term is defined in the Wood Supply Agreements) each year when and as required in the Wood Supply Agreements; (xix) reporting quarterly to the Company Board any variances in harvest from the harvest plans for the previous calendar quarter exceeding Allowable Variance as identified on Exhibit A appended hereto, and shall not exceed any such Allowable Variance without having first obtained the approval of the Company Board; (xx) submitting to the Company Board monthly reports detailing any recordable incidents for employees and contractors that occurred in the previous month and any material environmental compliance matters, including violations or potential violations of Laws and best management practices applicable to the Business Assets, the Company and its Subsidiaries, and the operation of the same; (xxi) preparing, or causing to be prepared, and delivering, or causing to be delivered, to the lenders or other creditors of the Company or any of its Subsidiaries, such financial information, reports and other information as is required pursuant to the terms of any loan or credit agreement between the Company or any of its Subsidiaries and such lenders or creditors; (xxii) providing such other services (i) related to the foregoing as the Asset Manager and the Company Board may reasonably agree upon or (ii) set forth elsewhere herein; and (xxiii) doing all things reasonably necessary to assure its ability to render the Services as described in this Agreement. Notwithstanding anything else to the contrary in this Agreement, the Asset Manager shall, at all times in its provision of the above Services, (A) hold itself out to the public as a legal entity separate and distinct from the Parent, the Company and its Subsidiaries, (B) correct any known misunderstanding regarding its status as a separate entity from the Parent, the Company and its Subsidiaries, (C) conduct and operate its business in its own name and (D) not identify itself or any of its Affiliates as a division or part of the Parent, the Company or its Subsidiaries. Further, the Asset Manager shall not assume any liability for any obligations of the Parent, the Company and their Subsidiaries (and shall clearly identify in any action taken on behalf of the Company or their Subsidiaries that the Asset Manager is acting in the capacity as agent and not in its individual capacity), and neither the Asset Manager nor the Company or the nor any of their Subsidiaries shall hold the Asset Manager out to any third parties as liable for any of the obligations of the Parent, the Company or any of their Subsidiaries. For the avoidance of doubt, the immediately preceding sentence is not intended to modify the liability of any Affiliate of the Asset Manager that owns equity interests of the Parent, subject to the applicable provisions of the Parent LP Agreement. (c) The Asset Manager may investigate, select, recommend, engage and supervise, for and on behalf of, and at the sole cost and expense of, the Company or its Subsidiaries, accountants, legal counsel, appraisers, insurers, brokers, transfer agents, registrars, developers, investment banks, valuation firms, financial advisors, due diligence firms and such other third party professionals as the Asset Manager reasonably deems necessary or advisable in connection with the performance of the Services and its other obligations hereunder, and the Company or its Subsidiaries shall pay for the reasonable cost and expenses thereof, including pursuant to Section 7 of this Agreement. Any such engagement of third third-party professionals shall not relieve the Asset Manager from its obligations hereunder. (d) Anything in this Agreement to the contrary notwithstanding, but subject to Section 2(g), the Asset Manager shall refrain from taking any action which, in its sole judgment made in good faith, would (i) reasonably be expected to adversely affect the status of the Company as a REIT, (ii) subject Parent, the Company or any of its Subsidiaries to regulation under the Investment Company Act of 1940, as amended, or (iii) violate any applicable Law or otherwise not be permitted by the Company LLC Agreement or the Parent LP Agreement. If such action shall be ordered by the General Partner, the Parent Board or Company Board, the Asset Manager shall notify promptly the General Partner, the Parent Board or Company Board, as applicable, of the Asset Manager’s judgment of the potential impact of such action and shall refrain from taking such action. In such event, the Asset Manager shall have no liability for acting in accordance with the specific instructions of the General Partner, the Parent Board or Company Board so given. Notwithstanding the foregoing, the Manager Indemnified Parties shall not be liable to Parent, the Company or any of their respective Subsidiaries, the General Partner, the Parent Board or the Company Board, or the members, managers or partners of the General Partner, Parent, the Company or any of their respective Subsidiaries, for any act or omission by any Manager Indemnified Parties except as provided in Section 11 of this Agreement. (e) In the performance of its obligations and responsibilities hereunder, the Asset Manager shall not (i) use any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) use any corporate funds for any direct or indirect unlawful payments to any foreign or domestic governmental officials or employees or any employees of a foreign or domestic government-owned entity, (iii) violate any provision of the Foreign Corrupt Practices Act of 1977 or any other anticorruption Law applicable to the Company or any of its Subsidiaries, (iv) make, offer, authorize or promise any payment, rebate, payoff, influence payment, contribution, gift, bribe, rebate, kickback, or any other thing of value to any government official or employee, political party or official, or candidate, regardless of form, to obtain favorable treatment in obtaining or retaining business or to pay for favorable treatment already secured, (v) establish or maintain any fund of corporate monies or other properties for the purpose of supplying funds for any of the purposes described in the foregoing clause (iv) or (vi) make any bribe, unlawful rebate, payoff, influence payment, facilitation payment, kickback or other similar payment of any nature. The Asset Manager shall develop and implement an anti-corruption compliance program that includes internal controls, policies and procedures designed to ensure compliance with any applicable national, regional or local anti-corruption Law. The Asset Manager shall report violations or suspected violations of applicable anti-corruption Law or this Section 2(e) to the Company Board as soon as practicable after the Asset Manager becomes aware of or suspects a violation. (f) Without limiting any provision herein, all actions of the Parent and the Company under this Agreement requiring the consent or approval of the Company Board shall be subject to the direction of the members of the Company Board. Asset Manager expressly acknowledges Section 4.12(b) of the Parent LP Agreement and the Company LLC Agreement. (g) Asset Manager shall, and shall use reasonable best efforts to take all actions required to cause the Company to, comply with Sections 4.11 and 5.2 of the Company LLC Agreement. (h) Asset Manager expressly acknowledges the restrictions on Parent’s activities pursuant to Sections 4.17 and 4.19 of the Parent LP Agreement, and understands that the restrictions in Section 4.17 include the actions of an agent acting on its behalf. Asset Manager acknowledges and agrees that for U.S. federal income tax purposes it is providing Services to and on behalf of distinct principals pursuant to this Agreement and agrees that it shall use reasonable best efforts to take all actions (including avoiding taking actions) required to cause Parent to comply with such provisions of the Parent LP Agreement, without prejudice to actions required to be undertaken on behalf of the Company or its Subsidiaries.

APPOINTMENT AND DUTIES OF THE ASSET MANAGER. (a) On the terms and subject to the conditions set forth in this Agreement, the Company, on its own behalf and on behalf of each of its Subsidiaries, The Property LP hereby appoints the Asset Manager to serve as provide asset manager and to provide management services in respect of the ServicesProperty on the terms, and subject to the Asset Manager hereby accepts such appointment. Except as otherwise provided herein or in connection with the termination of this Agreementconditions, neither the Company nor any of its Subsidiaries shall appoint any other Person to serve as Asset Manager or to provide the services of the Asset Manager as set forth in this Agreement. The Asset Manager hereby agrees, subject to the availability of funds and the reimbursement of Expenses as set forth herein, to use its commercially reasonable efforts to perform its duties as specified in this Agreement. The appointment of the Asset Manager shall be exclusive to the Asset Manager except to the extent that the Asset Manager otherwise agrees, in its sole and absolute discretion. Whenever in this Agreement except to the approval or consent of extent that the Company is requiredAsset Manager elects, such approval shall be obtained through the affirmative action of the Company Board, in accordance with pursuant to the terms of this Agreement, to cause the Company LLC Agreementduties of the Asset Manager hereunder to be provided by third parties. (b) The Asset Manager undertakes and agrees to use all commercially reasonable efforts to provide the Services and to otherwise fulfill Manager, in its obligations hereunder. In rendering the Services and otherwise fulfilling its obligations hereundercapacity as asset manager, the Asset Manager will at all times (i) will be subject to the supervision, management and direction supervision of the Company Board General Partners and any applicable approvals required by or restrictions imposed by this Agreement, the Company LLC Agreement or the Parent LP Agreement and, (ii) Approval Matters Conflicts Committee and will have only such functions and authority as the Company Board Property LP may delegate to itit including, including without limitation, the functions and authority identified herein and delegated to the Asset Manager hereby, (iii) not take, or cause to be taken, any action that constitutes a Major Decision without such action having received the required prior approval of the Parent Board or the Company Board, as applicable, in accordance with the Parent LP Agreement or the Company LLC Agreement, as applicable, (iv) act in a manner consistent with, and subject to, the applicable Annual Budget (subject to Section 3 hereof) and applicable Law and (v) act in good faith as a reasonable expert in managing forestry investments. Subject to the foregoing, during the term other terms and conditions of this Agreement, the Asset Manager will be responsible for performing (or causing to be performed) all day-to-day management and administrative functions of the following Property LP and the Subsidiaries in respect of the Property and arranging for the financing and refinancing of the Property-level indebtedness, including overseeing Property operations, such as tenant leasing, Property financing, construction and renovation, budgeting, cash management and insurance. The asset management services (such services and activities, together with any and all other services contemplated to be performed by the Asset Manager hereunder, collectively, the “"Services”):") to be provided will, subject to the other terms and conditions of this Agreement, include, without limitation: (i) preparing providing daily management for the Annual Budget Property and presenting performing and supervising the Annual Budget various administrative functions necessary for approval in accordance with Section 3 hereof and the Company LLC Agreement; (ii) implementing each Annual Budget following the approval thereof in accordance with the terms of such approved Annual Budget and Section 3 hereof; (iii) administering the day-to-day business and management of the operations of the Company Property; (ii) investigating, selecting and, on behalf of the Property LP and its Subsidiaries the Subsidiaries, engaging and performing conducting business with and supervising the performance of such administrative functions persons as the Asset Manager deems necessary to the proper performance of its obligations under this Agreement (including consultants, correspondents, lenders, technical advisors, attorneys, brokers, corporate fiduciaries, escrow agents, custodians, agents for collection, insurers, insurance agents, banks, builders, developers, real estate management companies, mortgagors and any and all agents for any of the Company foregoing), including affiliates of the Asset Manager and its Subsidiaries as may be agreed upon persons acting in any other capacity deemed by the Asset Manager to be necessary or desirable for the performance of any of the Services; (iii) (A) arranging for financing and refinancing for the Company BoardProperty; (B) entering into leases and service contracts for the Property and, to the extent necessary, performing all other operational functions for the maintenance and administration of the Property; (C) actively overseeing and managing the Property; (D) overseeing, supervising and evaluating affiliated and non-affiliated property managers who perform services for the Property; and (E) overseeing affiliated and non-affiliated persons with whom the Asset Manager contracts to perform certain of the Services; (iv) assisting the Company in retaining at all times a Qualified REIT Consultant and other advisors to advise the Company regarding the maintenance negotiating on behalf of the Company’s qualification as a REIT Property LP and monitoring compliance the Subsidiaries with banks or other lenders for loans to be made in respect of the various REIT qualification tests Property and other rules set out in obtaining loans for the Code and Treasury Regulations thereunderProperty; (v) investigatingfrom time to time, selectingor at any time reasonably requested by the General Partners, engaging and supervising, making reports to the General Partners or the Approval Matters Conflicts Committee on behalf its performance of the Company and Services, including reports with respect to potential conflicts of interest involving the Asset Manager or any of its Subsidiaries, third party service providers as contemplated by Section 2(c) hereofaffiliates; (vi) overseeing providing the performance by each Timber Manager Property LP and the Subsidiaries with all necessary cash management services in respect of its duties and making periodic recommendations to the Company Board regarding the engagement, or termination of, such Timber ManagersProperty; (vii) identifying, investigating, analyzing reasonably coordinating with and originating potential investment opportunities for cooperating with the Company and Administrative Agent in performing its Subsidiaries, services to the extent directed A-1 Series and the Property LP pursuant to do so by the Company Boardterms of the Administrative Services Agreement; (viii) consulting with the Company Board regarding acquiring, financing, retaining, selling, restructuring or disposing of Business Assets and recommending strategies preparing annual budgets for the same; (ix) supervising and structuring prospective sales or exchanges of Business Assets, and conducting negotiations with purchasers, brokers, lenders and, if applicable, their respective agents and representatives, in each case, as requested by the Company Board; (x) identifying, evaluating and recommending sources of financing for the Company and its Subsidiaries, as requested by the Company Board; (xi) providing the Company Board with periodic review and evaluation of the performance of the Business Assets and other customary functions related to asset management; (xii) taking required actions on behalf of the Company and its Subsidiaries to qualify to do business in all applicable jurisdictions and to obtain and maintain all appropriate licenses; (xiii) taking required actions on behalf of the Company and its Subsidiaries in complying with all applicable regulatory requirements with respect to their business activities; (xiv) preparing and filing all tax returns and tax elections which are required by applicable law to be filed or are otherwise advisable and taking all other action reasonably necessary in connection with such required tax filings and reports with respect to the Company and its Subsidiaries (subject to the written approval of the Company and/or its Subsidiaries, as applicable); (xv) preparing, or causing to be prepared, and delivering (i) the financial reports and other information set forth in Section 4 hereof (pursuant to the terms thereof), and, (ii) the information related to tax matters set forth in Section 5 hereof (pursuant to the terms thereof); (xvi) preparing and providing for submission to and approval by the Company Board, prior to approval of the first Annual Budget, health and safety policies and procedures for employees and contractors (including all reasonably requested amendments thereto from the Company Board), as well as for tracking, reporting and managing workplace health and safety; (xvii) ensuring that the Business Assets are managed in accordance with Sustainable Forestry Initiative requirements, including all required reporting and auditing obligations, and forecasting a timeline for audits and recertification, as applicable, and reporting to the Company Board on the same; (xviii) complying with the requirements of the Wood Supply Agreements, including preparing, delivering and obtaining approval of the Annual Plan, Forecast Plan and Delivery Plan (as each such term is defined in the Wood Supply Agreements) each year when and as required in the Wood Supply Agreements; (xix) reporting quarterly to the Company Board any variances in harvest from the harvest plans for the previous calendar quarter exceeding Allowable Variance as identified on Exhibit A appended hereto, and shall not exceed any such Allowable Variance without having first obtained the approval of the Company Board; (xx) submitting to the Company Board monthly reports detailing any recordable incidents for employees and contractors that occurred in the previous month and any material environmental compliance matters, including violations or potential violations of Laws and best management practices applicable to the Business Assets, the Company and its Subsidiaries, and the operation of the same; (xxi) preparing, or causing to Property; provided that the parties acknowledge and agree that such budgets shall be prepared, for planning and delivering, or causing to be delivered, to the lenders or other creditors of the Company or any of its Subsidiaries, such financial information, reports informational purposes only and other information as is required pursuant to the terms of any loan or credit agreement between the Company or any of its Subsidiaries and such lenders or creditors; (xxii) providing such other services (i) related to the foregoing as the Asset Manager shall have no liability to the Property LP and the Company Board may reasonably agree upon or (ii) set forth elsewhere hereinits Subsidiaries for any failure to meet such budgets; and (xxiiiix) doing all things reasonably necessary to assure its ability to render the Services as described Services. Notwithstanding the foregoing, and notwithstanding any other provision in this Agreement. Notwithstanding anything else Agreement to the contrary in this Agreement, the Asset Manager shall, at all times in its provision of the above Services, (A) hold itself out to the public as a legal entity separate and distinct from the Parent, the Company and its Subsidiaries, (B) correct any known misunderstanding regarding its status as a separate entity from the Parent, the Company and its Subsidiaries, (C) conduct and operate its business in its own name and (D) not identify itself or any of its Affiliates as a division or part of the Parent, the Company or its Subsidiaries. Furthercontrary, the Asset Manager shall not assume at all times be subject to any liability for any obligations applicable restrictions and conditions regarding the activities of the ParentProperty LP and/or the Subsidiaries set forth in the Governing Documents of the Company, the Company Property LP and/or any Subsidiary, including, without limitation, prior to the Fortis Stepdown Date, all restrictions and their Subsidiaries (and shall clearly identify in any action taken conditions on behalf the authority of the Company Fortis General Partner to cause the Property LP to act or their Subsidiaries to refrain from acting pursuant to the terms of the LPA (which restrictions and conditions on the authority of the Fortis General Partner shall be deemed to apply, mutatis mutandis, to the Asset Manager). Following the Fortis Stepdown Date, the Asset Manager will at all times remain subject to the supervision of the REIT General Partner. Notwithstanding any inference in the above or otherwise, the Asset Manager shall expressly not be required to provide (i) any construction management or oversight services that would customarily be provided by a third party construction manager for a fee (or by a property manager but for an additional and separate fee (other than its property management fee)), and (ii) any leasing agent or broker services that would customarily be provided by a third party leasing agent or broker for a fee (or by a property manager but for an additional and separate fee (other than its property management fee)). In the event that the Property LP elects to request that the Asset Manager is acting in provide any of the capacity as agent foregoing services, then the General Partners and not in its individual capacity), and neither the Asset Manager nor shall agree in writing the Company or extent of such additional services and the any of their Subsidiaries shall hold additional fee, if any, that the Asset Manager out shall be entitled to any third parties as liable for any of the obligations of the Parent, the Company or any of their Subsidiaries. For the avoidance of doubt, the immediately preceding sentence is not intended to modify the liability of any Affiliate of the Asset Manager that owns equity interests of the Parent, subject to the applicable provisions of the Parent LP Agreementin connection therewith. (c) The Asset Manager may investigateenter into agreements with other parties, selectincluding its Affiliates, recommend, engage and supervise, for the purpose of engaging one or more parties for and on behalf ofbehalf, and at the sole cost and expense ofexpense, of the Property LP and the Subsidiaries to provide property management, leasing and other services to the A‑1 Series and the Subsidiaries in respect of the Property pursuant to agreement(s) with terms which are then customary for agreements regarding the provision of services to companies that have assets similar in type, quality and value to the Property; provided that (i) any such agreements entered into with Affiliates of the Asset Manager shall be on terms no more favorable to such Affiliate than would be obtained from a third party on an arm's-length basis, (ii) any such agreement, to the extent entered into with Affiliates of the Asset Manager, shall be subject to the REIT General Partner's prior approval and (iii) the Asset Manager shall remain liable for the performance of such Services. (d) In addition, to the extent that the Asset Manager deems necessary or advisable, the Company Asset Manager may, from time to time, propose to retain one or its more additional entities for the provision of supporting services to the Asset Manager in order to enable the Asset Manager to provide the Services to the Property LP and the Subsidiaries specified by this Agreement; provided that any such agreement (i) shall be on terms and conditions substantially identical to the terms and conditions of this Agreement or otherwise not adverse to the Property LP and the Subsidiaries, and (ii) to the extent entered into with Affiliates of the Asset Manager, shall be approved by the REIT General Partner. (e) The Asset Manager may retain, for and on behalf and at the sole cost and expense of the Property LP and the Subsidiaries, such services of legal counsel, accountants, legal counselauditors, appraisers, insurers, brokers, transfer agents, registrars, developers, investment banks, valuation firms, financial advisors, due diligence firms firms, banks and such other third party professionals lenders and others as the Asset Manager reasonably deems necessary or advisable in connection with the performance management and administrative functions of the Services and Property. The Asset Manager shall have the right to cause any such services to be rendered by its other obligations hereunderpersonnel or, subject to the REIT General Partner's prior approval, its Affiliates. Except as otherwise provided herein, the Property LP and the Company or its Subsidiaries shall pay or reimburse the Asset Manager or its Affiliates performing such services for the reasonable cost and expenses thereof; provided that, including pursuant subject to Section 7 of this Agreement. Any , such engagement of third party costs and reimbursements are no greater than those which would be payable to outside professionals shall not relieve or consultants engaged to perform such services pursuant to agreements negotiated on an arm's-length basis. (f) As frequently as the Asset Manager from its obligations hereundermay deem necessary or advisable, or at the direction of the General Partners, the Asset Manager shall, at the sole cost and expense of the Property LP and the Subsidiaries, prepare, or cause to be prepared, with respect to the Property, reports and other information with respect to the Property as may be reasonably requested by the General Partners. (dg) Anything Notwithstanding anything contained in this Agreement to the contrary notwithstandingcontrary, but subject except to Section 2(g), the Asset Manager shall refrain from taking any action which, in its sole judgment made in good faith, would (i) reasonably be expected extent that the payment of additional moneys is proven by the Property LP to adversely affect the status of the Company have been required as a REIT, (ii) subject Parent, the Company or any of its Subsidiaries to regulation under the Investment Company Act of 1940, as amended, or (iii) violate any applicable Law or otherwise not be permitted by the Company LLC Agreement or the Parent LP Agreement. If such action shall be ordered by the General Partner, the Parent Board or Company Board, the Asset Manager shall notify promptly the General Partner, the Parent Board or Company Board, as applicable, direct result of the Asset Manager’s judgment 's acts or omissions which result in the right of the potential impact of such action Property LP and shall refrain from taking such action. In such event, the Asset Manager shall have no liability for acting in accordance with the specific instructions of the General Partner, the Parent Board or Company Board so given. Notwithstanding the foregoing, the Manager Indemnified Parties shall not be liable Subsidiaries to Parent, the Company or any of their respective Subsidiaries, the General Partner, the Parent Board or the Company Board, or the members, managers or partners of the General Partner, Parent, the Company or any of their respective Subsidiaries, for any act or omission by any Manager Indemnified Parties except as provided in terminate this Agreement pursuant to Section 11 13 of this Agreement. (e) In the performance of its obligations and responsibilities hereunder, the Asset Manager shall not be required to expend money (i"Excess Funds") use any corporate funds for any illegal contributions, gifts, entertainment or other unlawful expenses relating to political activity, (ii) use any corporate funds for any direct or indirect unlawful payments to any foreign or domestic governmental officials or employees or any employees of a foreign or domestic government-owned entity, (iii) violate any provision of the Foreign Corrupt Practices Act of 1977 or any other anticorruption Law applicable to the Company or any of its Subsidiaries, (iv) make, offer, authorize or promise any payment, rebate, payoff, influence payment, contribution, gift, bribe, rebate, kickback, or any other thing of value to any government official or employee, political party or official, or candidate, regardless of form, to obtain favorable treatment in obtaining or retaining business or to pay for favorable treatment already secured, (v) establish or maintain any fund of corporate monies or other properties for the purpose of supplying funds for any of the purposes described in the foregoing clause (iv) or (vi) make any bribe, unlawful rebate, payoff, influence payment, facilitation payment, kickback or other similar payment of any nature. The Asset Manager shall develop and implement an anti-corruption compliance program that includes internal controls, policies and procedures designed to ensure compliance connection with any expenses that are required to be paid for or reimbursed by the Property LP and the Subsidiaries pursuant to Section 7 in excess of that contained in any applicable national, regional Property LP Account or local anti-corruption Law. The Asset Manager shall report violations or suspected violations of applicable anti-corruption Law or this Section 2(e) otherwise made available by the Property LP and the Subsidiaries to the Company Board as soon as practicable after be expended by the Asset Manager becomes aware hereunder; provided that for the avoidance of or suspects a violation. (f) Without limiting any provision hereindoubt, all actions nothing herein contained shall obligate the Asset Manager to advance its own funds on behalf of the Parent Property LP and the Company under this Agreement requiring the consent or approval of the Company Board shall be subject to the direction of the members of the Company Board. Asset Manager expressly acknowledges Section 4.12(b) of the Parent LP Agreement and the Company LLC Agreement. (g) Asset Manager shall, and shall use reasonable best efforts to take all actions required to cause the Company to, comply with Sections 4.11 and 5.2 of the Company LLC AgreementSubsidiaries. (h) In performing its duties under this Section 2, the Asset Manager expressly acknowledges shall be entitled to rely reasonably on qualified experts and professionals (including, without limitation, accountants, legal counsel and other service providers) hired by the restrictions on Parent’s activities pursuant to Sections 4.17 and 4.19 of Asset Manager. (i) In connection with any agreements entered into by the Parent LP Agreement, and understands that the restrictions in Section 4.17 include the actions of an agent acting on its behalf. Asset Manager acknowledges and agrees that for U.S. federal income tax purposes it is providing Services to in accordance with the terms of this Agreement and on behalf of distinct principals pursuant and for the benefit of the Property LP and its Subsidiaries, the Property LP agrees to specifically assume in writing all obligations under all such agreements so entered into by the Asset Manager upon the termination of this Agreement and agrees that it the Property LP shall use reasonable best efforts indemnify, protect, save, defend and hold the Asset Manager and all of its affiliates, shareholders, officers, directors, employees, agents, successors and assigns harmless from and against any and all claims, causes of action, demands, suits, proceedings, loss, judgments, damage, awards, liens, fines, costs, attorneys' fees and expenses, of every kind and nature whatsoever, resulting from, arising out of or in any way related to take all actions (including avoiding taking actions) required those agreements and which relate to cause Parent to comply with such provisions or concern matters occurring after termination of this Agreement, but excluding matters arising out of the Parent LP AgreementAsset Manager's misconduct, without prejudice to actions required to be undertaken on behalf of the Company negligence, malfeasance or its Subsidiariesunlawful acts.