Common use of ASSIGNMENT/SUBCONTRACT Clause in Contracts

ASSIGNMENT/SUBCONTRACT. (a) This Agreement shall terminate automatically in the event of its assignment, in whole or in part, by the Manager, unless such assignment is to a corporation, association, trust or other organization which shall acquire the property and carry on the business of the Manager, if at the time of such assignment a majority of the voting stock of such assignee organization shall be owned, directly or indirectly, by Imperial Credit or unless such assignment is consented to in writing by the Company with the consent of a majority of the Independent Directors. Such an assignment shall bind the assignee hereunder in the same manner as the Manager is bound hereunder and, to further evidence its obligations hereunder ,the assignee shall execute and deliver to the Company a counterpart of this Agreement. This Agreement shall not be assignable by the Company without the consent of the Manager, except in the case of assignment by the Company to a REIT or other organization which is a successor (by merger, consolidation or purchase of assets) to the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound hereunder. (b) Notwithstanding the foregoing, the Company and the Manager agree that the Manager may enter into a subcontract with any third party, which third party shall be approved by the Company's Board of Directors, pursuant to which such third party will provide such of the management services required hereunder as the Manager deems necessary, and the Company hereby consents to the entering into and performance of such subcontract; provided, however, that no such arrangement between the Manager and any third party shall relieve the Manager of any of its duties or obligations hereunder.

ASSIGNMENT/SUBCONTRACT. (a) This Agreement shall terminate automatically in the event of its assignment, in whole or in part, by the Manager, unless such assignment is to a corporation, association, trust or other organization which shall acquire the property and carry on the business of the Manager, if at the time of such assignment a majority of the voting stock of such assignee organization shall be owned, directly or indirectly, by Imperial Credit ICII or unless such assignment is consented to in writing by the Company with the consent of a majority of the Independent Unaffiliated Directors. Such an assignment shall bind the assignee hereunder in the same manner as the Manager is bound hereunder and, to further evidence its obligations hereunder ,hereunder, the assignee shall execute and deliver to the Company a counterpart of this Agreement. This Agreement shall not be assignable by the Company without the consent of the Manager, except in the case of assignment by the Company to a REIT real estate investment trust or other organization which is a successor (by merger, consolidation or purchase of assets) to the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound hereunder. (b) Notwithstanding the foregoing, the Company and the Manager agree that the Manager may enter into a subcontract with any third party, which third party shall be approved by the Company's Board of Directors, pursuant to which such third party will provide such of the management services required hereunder as the Manager deems necessary, and the Company hereby consents to the entering into and performance of such subcontract; provided, however, that no such arrangement between the Manager and any third party shall relieve the Manager of any of its duties or obligations hereunder.

ASSIGNMENT/SUBCONTRACT. (a) This Agreement shall terminate ----------------------- automatically in the event of its assignment, in whole or in part, by the Manager, unless such assignment is to a corporation, association, trust or other organization which shall acquire the property and carry on the business of the Manager, if at the time of such assignment a majority of the voting stock of such assignee organization shall be owned, directly or indirectly, by Imperial Credit or Manager unless such assignment is consented to in writing by the Company with the consent of a majority of the Independent Unaffiliated Directors. Such an assignment shall bind the assignee hereunder in the same manner as the Manager is bound hereunder and, to further evidence its obligations hereunder ,hereunder, the assignee shall execute and deliver to the Company a counterpart of this Agreement. This Agreement shall not be assignable by the Company without the consent of the Manager, except in the case of assignment by the Company to a REIT real estate investment trust or other organization which is a successor (by merger, consolidation or purchase of assets) to the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound hereunder. (b) Notwithstanding the foregoing, the Company and the Manager agree that the Manager may enter into a subcontract with any third party, including IMH, which third party shall be approved by the Company's Board of Directors, pursuant to which such third party will provide such of the management services required hereunder as the Manager deems necessary, and the Company hereby consents to the entering into and performance of such subcontract; provided, however, that no such arrangement between the Manager and IMH or any third party shall relieve the Manager of any of its duties or obligations hereunder.

ASSIGNMENT/SUBCONTRACT. (a) This Subject to Section 14(b), this ----------------------- Agreement shall terminate automatically in the event of its assignment, in whole or in part, by the Manager, unless such assignment is to a corporation, association, trust or other organization which shall acquire the property and carry on the business of the Manager, if at the time of such assignment a majority of the voting stock of such assignee organization shall be owned, directly or indirectly, by Imperial Credit or Manager unless such assignment is consented to in writing by the Company with the consent of a majority of the Independent Unaffiliated Directors. Such an assignment shall bind the assignee hereunder in the same manner as the Manager is bound hereunder and, to further evidence its obligations hereunder ,hereunder, the assignee shall execute and deliver to the Company a counterpart of this Agreement. This Agreement shall not be assignable by the Company without the consent of the Manager, except in the case of assignment by the Company to a REIT real estate investment trust or other organization which is a successor (by merger, consolidation or purchase of assets) to the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound hereunderhereunder and shall execute and deliver to the Manager a counterpart of this Agreement. (b) Notwithstanding the foregoing, the The Company and the Manager agree that the Manager may (i) assign all or any portion of this Agreement to FIC, FIG, Fortress Partners, L.P., an Affiliate of any of the foregoing or of the Manager or to an Affiliated Manager; and (ii) enter into a subcontract with any third party, which third party shall be approved by for the Company's Board provision of Directors, pursuant to which such third party will provide such of the management services required hereunder as the Manager deems necessarynecessary with any third party, including any permitted assign under clause (i) foregoing, and the Company hereby consents to the entering into and performance of such subcontract; provided, however, that -------- ------- no such arrangement between the Manager and any a third party shall relieve the Manager of any of its duties or obligations hereunder.

ASSIGNMENT/SUBCONTRACT. (a) This Agreement shall terminate automatically in the event of its assignmentmay not be assigned, in whole or in part, by the Manager, unless such assignment is to a corporation, association, trust or other organization which shall acquire the property and carry on the business of the Manager, if at the time of such assignment a majority of the voting stock of such assignee organization shall be owned, directly or indirectly, by Imperial Credit CCI or any of its Affiliates or unless such assignment is consented to in writing by the Company with the consent of a majority of the Independent Unaffiliated Directors. Such an a permitted assignment shall bind the assignee hereunder in the same manner as the Manager is bound hereunder under this Agreement and, to further evidence its obligations hereunder ,obligations, under this Agreement, the assignee shall execute and deliver to the Company a counterpart of this Agreement. This Agreement shall not be assignable by the Company without the consent of the Manager, except in the case of assignment by the Company to a REIT real estate investment trust or other organization which is a successor (by merger, consolidation consolidation, or otherwise purchase of assets) to the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound hereunder. (b) Notwithstanding the foregoing, the Company and the Manager agree that the Manager may enter into a subcontract with CFC or any third party, which third party shall be approved by the Company's Board of Directors, its Affiliates pursuant to which CFC or such third party Affiliate will provide such of the management services required hereunder under this Agreement as the Manager deems necessary, and the Company hereby consents to the entering into and performance of such subcontract; provided, however, that no such arrangement between the Manager and CFC or any third party of its Affiliates shall relieve the Manager of any of its duties or obligations hereunderunder this Agreement; and, provided further, that if any subcontract results in operating expenses to be paid by the Company to the Manager, such expenses shall be in the amount actually incurred by the Manager. In the event the Company determines that any expenses, costs or overhead charged by such subcontractor can be reduced by the Company's utilizing another provider or source, the Company shall so notify the Manager, and thirty (30) days after the delivery of such notice (the "Notice Effective Date"), the Company shall have the right to utilize any other such provider or source pursuant to such arrangements as the Company may from time to time make; provided that any expenses, costs or overhead allocable by the Manager to the Company in accordance with the terms of this section shall be reimbursed by the Company for the period up to and including the Notice Effective Date. .

ASSIGNMENT/SUBCONTRACT. (a) This Agreement shall terminate automatically in the event of its assignment, in whole or in part, by the Manager, unless such assignment is to a corporation, association, trust or other organization which shall acquire the property and carry on the business of the Manager, if at the time of such assignment a majority of the voting stock of such assignee organization shall be owned, directly or indirectly, by Imperial Credit HCFP or unless such assignment is consented to in writing by the Company with the consent of a majority of the Independent Directors. Such an assignment shall bind the assignee hereunder in the same manner as the Manager is bound hereunder and, to further evidence its obligations hereunder ,the assignee shall execute and deliver to the Company a counterpart of this Agreement. This Agreement shall not be assignable by the Company without the consent of the Manager, except in the case of assignment by the Company to a REIT or other organization which is a successor (by merger, consolidation or purchase of assets) to the Company, in which case such successor organization shall be bound hereunder and by the terms of said assignment in the same manner as the Company is bound hereunder. (b) Notwithstanding the foregoing, the Company and the Manager agree that the Manager may enter into a subcontract with any third party, which third party shall be approved by the Company's Board of Directors, pursuant to which such third party will provide such of the management services required hereunder as the Manager deems necessary, and the Company hereby consents to the entering into and performance of such subcontract; provided, however, that no such arrangement between the Manager and any third party shall relieve the Manager of any of its duties or obligations hereunder.