General Duties of the Manager. Subject to the supervision and approval ----------------------------- of the Board of Directors, the Manager shall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary or Affiliate of the Company, which includes ICCC and may also include Affiliated REITs, as follows: (a) serve as the Company's consultant with respect to formulation of investment criteria by the Board of Directors; (b) advise as to the issuance of Commitments on behalf of the Company to purchase Commercial Mortgages or purchasing Commercial Mortgages and CMBSs meeting the investment criteria set from time to time by the Board of Directors; (c) advise, negotiate and oversee the securitization of the Company's Commercial Mortgages in REMICs or CMOs and negotiate terms with rating agencies and coordinate with investment-bankers as to structure and pricing of the securities formed by the Company as directed by the Board of Directors; (d) advise the Company in connection with and assist in its Long-Term Investment Operations; (e) furnish reports and statistical and economic research to the Company regarding the Company's activities and the services performed for the Company by the Manager; (f) monitor and provide to the Board of Directors on an on-going basis price information and other data, obtained from certain nationally-recognized dealers who maintain markets in Commercial Mortgages identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such dealers. (g) provide the executive and administrative personnel, office space and services required in rendering services to the Company, which includes contracting with appropriate third parties, which may include IMH and its Affiliates, or any Affiliated REIT, to provide various services including facilities and costs related therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable and other similar operational or administrative services; (h) oversee the day-to-day operations of the Company and supervise the performance of such other administrative functions necessary in the management of the Company as directed by the Board of Directors; (i) advise and negotiate agreements on behalf of the Company with banking institutions and other lenders to provide for the short-term borrowing of funds by the Company, as directed by the Board of Directors; (j) communicate on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies and maintain effective relations with such holders of the Company's securities, as directed by the Board of Directors; (k) subject to an agreement executed by the Company, advise as to the designation of a servicer for those loans sold by ICCC whereby ICCC has elected not to service such loans; (l) counsel the Company in connection with policy decisions to be made by the Board of Directors; (m) upon request by and in accordance with the direction of the Board of Directors, invest or reinvest any money of the Company; and (n) as approved and directed by the Board of Directors, perform such other services as may be required for management and other activities relating to the assets of the Company as the Manager shall deem appropriate under the particular circumstances.
Appears in 1 contract
Samples: Management Agreement (Impac Commercial Holdings Inc)
General Duties of the Manager. Subject (a) Administrative Services Provided by the Manager. The Manager will be responsible for the day-to-day operations of the Company and shall perform such services and activities relating to the assets and operations of the Company as may be appropriate, including:
(1) in accordance with the directions and subject to the supervision and approval ----------------------------- of the Company's Board of Directors, the Manager shall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to investing or reinvesting any subsidiary or Affiliate money of the Company, which includes ICCC and may also include Affiliated REITs, as follows:
(a) serve as the Company's consultant with respect to formulation of investment criteria by the Board of Directors;
(b2) advise as to the issuance of Commitments on behalf of the Company to purchase Commercial Mortgages or purchasing Commercial Mortgages and CMBSs meeting the investment criteria set from time to time by the Board of Directors;
(c) advise, negotiate and oversee the securitization of the Company's Commercial Mortgages in REMICs or CMOs and negotiate terms with rating agencies and coordinate with investment-bankers as to structure and pricing of the securities formed by the Company as directed by the Board of Directors;
(d) advise the Company in connection with and assist in its Long-Term Investment Operations;
(e) furnish furnishing reports and statistical and economic research to the Company regarding the Company's real estate investment activities and the services performed for the Company by the Managerperformance of its portfolio of mortgage loans;
(f3) monitor and provide to the Board of Directors on an on-going basis price information and other data, obtained from certain nationally-recognized dealers who maintain markets in Commercial Mortgages identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such dealers.
(g) provide the executive and administrative personnel, office space and services required in rendering services to the Company, which includes contracting with appropriate third parties, which may include IMH and its Affiliates, or any Affiliated REIT, to provide various services including facilities and costs related therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable and other similar operational or administrative services;
(h) oversee administering the day-to-day operations of the Company and supervise the performance of such other performing administrative functions necessary in the management of the Company as directed by the Board of Directors;
(i) advise and negotiate agreements on behalf of the Company with banking institutions and other lenders to provide for the short-term borrowing of funds by the Company, as directed by including the Board collection of Directors;
(j) communicate on behalf of revenues, the Company with the holders of the equity and debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies and maintain effective relations with such holders payment of the Company's securitiesexpenses, as directed by debts and obligations and the Board maintenance of Directorsappropriate computer services to perform such administrative functions;
(k4) subject to an agreement executed by counseling the Company, advise as to the designation ’s officers and Board of a servicer for those loans sold by ICCC whereby ICCC has elected not to service such loans;
(l) counsel the Company Directors in connection with policy decisions to be made by the Board of Directors;
(m5) upon request overseeing the servicing of the Company's construction related activities pertaining to its mortgage loans and other investments;
(6) providing all actions necessary for compliance by the Company with all federal, state and local regulatory requirements applicable to the Company in accordance respect of its business activities, including maintaining books and records, maintaining current shareholder records, and preparing or causing to be prepared all periodic reports and all financial statements required under applicable regulations and contractual undertakings;
(7) providing all actions necessary to enable the Company to make required federal, state and local tax filings and reports and generally enable the Company to maintain its status as a corporation, including, but not limited to, soliciting stockholders for required information to the extent required by the provisions of the Code;
(8) communicating on behalf and with the direction of the Company (with content approved in advance by the Company’s Board of Directors, invest or reinvest any money ) with the stockholders of the Company; andCompany as required to satisfy any reporting requirements and to maintain effective relations with such stockholders;
(n9) as approved and directed by the Board of Directors, perform performing such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Board of Directors shall reasonably request or the Manager shall deem appropriate under the particular circumstances; and
(10) acting as the Company’s transfer agent and registrar for all Company initiated stock transactions.
Appears in 1 contract
General Duties of the Manager. Subject to the supervision and approval ----------------------------- of the Board of Directors, the Manager shall provide services to the Company, Company and will be responsible for the day-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the extent directed by the Board of Directors, shall provide similar services to any subsidiary or Affiliate assets and operations of the CompanyCompany as may be appropriate, which includes ICCC and may also include Affiliated REITsincluding, as followsamong other things:
(a) serve serving as the Company's consultant with respect to formulation of investment criteria by the Board of Directors;
(b) advise as to the issuance of Commitments on behalf of advising the Company in connection with the purchase and commitment to purchase Commercial Mortgages or purchasing Commercial Mortgages Mortgage Assets, the sale and CMBSs meeting commitment to sell Mortgage Assets, and the investment criteria set from time to time by the Board maintenance and administration of Directorsits portfolio of Mortgage Assets;
(c) advise, negotiate and oversee arranging for the securitization of the Company's Commercial Mortgages in REMICs or CMOs and negotiate terms with rating agencies and coordinate with investment-bankers as to structure and pricing of the securities formed by the Company as directed by the Board of DirectorsMortgage Loans;
(d) advise the Company in connection with and assist in its Long-Term Investment Operations;
(e) furnish furnishing reports and statistical and economic research to the Company regarding the Company's activities and the services performed for the Company by the Manager;
(fe) monitor monitoring and provide providing to the Board of Directors on an on-going ongoing basis price information and other data, data obtained from certain nationally-nationally recognized dealers who that maintain markets in Commercial Mortgages assets identified by the Board of Directors from time to timeDirectors, and provide providing data and advice to the Board of Directors in connection with the selection and identification of such dealers.;
(gf) provide the providing executive and administrative personnel, office space and office services required in rendering services to the Company, which includes contracting with appropriate third parties, which may include IMH and its Affiliates, or any Affiliated REIT, to provide various services including facilities and costs related therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable and other similar operational or administrative services;
(hg) oversee administering the day-to-day operations of the Company and supervise performing and supervising the performance of such other administrative functions necessary in to the management of the Company as directed may be agreed upon by the Board Manager and the Directors, including collection of Directorsthe Company's revenues and payment of the Company's debts and obligations and maintenance of appropriate computer systems to perform such administrative functions;
(ih) advise and negotiate agreements on behalf of the Company with banking institutions and other lenders to provide for the short-term borrowing of funds by the Company, as directed by the Board of Directors;
(j) communicate communicating on behalf of the Company with the holders of the any equity and or debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective relations with such holders of the Company's securities, as directed by the Board of Directorsholders;
(ki) to the extent not otherwise subject to an agreement executed by the Company, advise as to the designation of designating a servicer for those loans sold Mortgage Loans purchased by ICCC whereby ICCC has elected not the Company and arranging for the monitoring and administering of such servicer, including negotiating servicing agreements, collecting information and submitting reports pertaining to service such loansthe Mortgage Loans and to monies remitted to the Manager or the Company;
(j) counseling the Directors in connection with policy decisions;
(k) engaging in hedging activities on behalf of the Company, consistent with the Company's status as a REIT;
(l) counsel arranging financing of the Company type described in connection with policy decisions to be made by the Board of DirectorsProspectus under the caption "BUSINESS--Operating Policies and Strategies--Capital and Leverage Policies;"
(m) supervising compliance with the REIT Provisions of the Code and Investment Company Act requirements;
(n) upon request by by, and in accordance with the direction of directions of, the Board of Directors, invest investing or reinvest reinvesting any money monies of the Company;
(o) qualifying and causing the Company to qualify to do business in all applicable jurisdictions; and
(np) as approved and directed by the Board of Directors, perform such other services as may be required for management and other activities relating to the assets of causing the Company as the Manager shall deem to retain qualified accountants and tax experts to assist in developing appropriate under the particular circumstancesaccounting procedures and testing systems and to conduct quarterly compliance reviews.
Appears in 1 contract
Samples: Management Agreement (Laser Mortgage Management Inc)
General Duties of the Manager. Subject to the supervision and approval ----------------------------- of the Board of Directors, the Manager shall provide services to the CompanyCompany and, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary or Affiliate of the Company, which includes ICCC and may also include Affiliated REITs, Company as follows:
(a) serve as the Company's ’s consultant with respect to the formulation and updating of investment criteria and policy guidelines for consideration by the Board of Directors (“Guidelines”);
(b) prepare strategic plans and annual budgets for review by the Board of Directors;
(b) advise as , and report changes to the issuance of Commitments on behalf of the Company such plans and budgets to purchase Commercial Mortgages or purchasing Commercial Mortgages and CMBSs meeting the investment criteria set from time to time by the Board of DirectorsDirectors on a quarterly basis;
(c) advise, negotiate and oversee the securitization of the Company's Commercial Mortgages in REMICs or CMOs and negotiate terms with rating agencies and coordinate with investment-bankers as to structure and pricing of the securities formed by the Company as directed by the Board of Directors;
(d) advise represent the Company in connection with its acquisition, retention, servicing and, if any, origination, of investments in Mortgage Assets (including the accumulation of Mortgage Loans for securitization), and assist in its Long-Term Investment Operationsall related financing activities;
(ed) furnish reports and statistical and economic research to the Company regarding the Company's ’s investments and activities and the services performed for the Company by the Manager;
(fe) monitor and provide to the Board of Directors on an on-going basis price information and other data, data obtained from certain nationally-appropriate pricing services and nationally recognized dealers who that maintain markets in Commercial Mortgages Mortgage Assets identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such pricing services and dealers.
(g) provide the executive and administrative personnel, office space and services required in rendering services to the Company, which includes contracting with appropriate third parties, which may include IMH and its Affiliates, or any Affiliated REIT, to provide various services including facilities and costs related therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable and other similar operational or administrative services;
(hf) oversee administer the day-to-day operations of the Company and perform or supervise the performance of such other administrative functions necessary in or advisable for the management of the Company as directed may be agreed upon by the Manager and the Board of DirectorsDirectors including, without limitation, collection of the Company’s revenues and payment of the Company’s expenses, debts and obligations and maintenance of appropriate computer services to provide such administrative functions;
(i) advise and negotiate agreements on behalf of the Company with banking institutions and other lenders to provide for the short-term borrowing of funds by the Company, as directed by the Board of Directors;
(jg) communicate on behalf of the Company with the holders of the equity and debt Company’s securities of the Company as required to satisfy the continuous reporting and other requirements of any governmental bodies or agencies to holders of such securities and third parties and to maintain effective relations with such holders of the Company's ’s securities, as directed by the Board of Directors;
(kh) subject to an agreement executed by the Company, advise as to the designation of designate a servicer for those loans Mortgage Loans sold to the Company by ICCC whereby ICCC has originators or sellers that have elected not to service such loansloans and for those Mortgage Loans originated by the Company, if any, and arrange for the monitoring and administering of any such servicer;
(li) monitor, supervise and report on delinquent loan activity affecting the Company;
(j) counsel the Company in connection with policy and strategic decisions to be made by the Board of Directors;
(mk) upon request by and in accordance with the direction directions of the Board of Directors, invest or reinvest any money funds of the Company;
(l) represent the Company in connection with its hedging activities consistent with the Company’s Guidelines, including those policies regarding management of interest rate risk, and the Company’s qualification as a REIT;
(m) represent the Company in connection with its securitizations for the issuance of Mortgage Securities from pools of Mortgage Loans acquired by the Company, and provide to the Company itself or through another appropriate party all services in connection with the creation of Mortgage Securities, including:
(1) serving as consultant with respect to the structuring of each class or series of Mortgage Securities;
(2) negotiating the rating requirements with rating agencies with respect to the rating of each class or series of Mortgage Securities;
(3) accumulating and reviewing all Mortgage Loans which may secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(4) negotiating all agreements and credit enhancements with respect to each class or series of Mortgage Securities;
(5) issuing commitments on behalf of the Company to originate or purchase Mortgage Loans to be used to secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(6) organizing and administering all activities in connection with the closing of each class or series of Mortgage Securities, including all negotiations and agreements with underwriters, trustees, servicers, master servicers and other parties; and
(7) performing such other services as may be required from time to time for completing the creation of each class or series of Mortgage Securities.
(n) as approved and directed provide to the Company itself or through another appropriate party all services in connection with the administration of each class or series of Mortgage Securities created by the Board Company;
(o) provide to the Company documentation and certifications in the form requested by the Company with respect to functions performed by the Manager relating to financial reporting and disclosure controls and procedures, upon which the Company can rely in the preparation, certification and/or filing of Directorsany reports as required by law or regulation, including federal securities laws and regulations;
(p) provide the executive and administrative personnel, office space, equipment and services required in rendering the foregoing services to the Company;
(q) perform such other services as may be required from time to time for management and other activities relating to the assets or operations of the Company as the Manager shall deem necessary, advisable or appropriate under the particular circumstances;
(r) cause the Company to qualify to do business in all applicable jurisdictions as may be required from time to time under applicable state and federal laws; and
(s) comply with all laws and regulations applicable to the Manager and use its best efforts to cause the Company to comply with all laws and regulations applicable to the Company.
Appears in 1 contract
Samples: Management Agreement (Belvedere Trust Mortgage CORP)
General Duties of the Manager. 2.1 Services to be Provided by the Manager. Subject to the supervision directio -------------------------------------- and approval ----------------------------- oversight of the Board of DirectorsDirectors and in accordance with the Governing Instruments, the Manager shall implement the Company's business strategies on a day-to-day basis, manage and provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary or Affiliate of the Company. Without limiting the foregoing, which includes ICCC the Manager shall perform other services as may be required from time to time for management and may also include Affiliated REITsother activities relating to the assets of the Company as the Board of Directors shall reasonably request or the Manager shall deem appropriate under the particular circumstances, as followsincluding the following:
(a) serve 2.1.1 serving as the Company's consultant with respect to formulation of investment criteria criteria, interest rate risk management and preparation of policy guidelines by the Board of Directors;
(b) advise as to the issuance of Commitments on behalf of 2.1.2 advising the Company in developing criteria for Mortgage Asset purchase commitments that are tailored to purchase Commercial Mortgages or purchasing Commercial Mortgages and CMBSs meeting the investment criteria set from time to time by the Board of Directors;
(c) advise, negotiate and oversee the securitization of the Company's Commercial Mortgages in REMICs or CMOs long-term investment objectives, and negotiate terms with rating agencies and coordinate with investment-bankers as making available to structure and pricing of the securities formed by the Company as directed by the Board of Directorsits knowledge and experience with respect to Mortgage Assets;
(d) advise 2.1.3 representing the Company in connection with the purchase and assist in commitment to purchase Mortgage Assets meeting the Company's investment criteria and the maintenance and administration of its Long-Term Investment Operationsportfolio of Mortgage Assets;
(e) furnish 2.1.4 advising and negotiating with respect to the Company's agreements with third-party lenders to provide borrowings to the Company;
2.1.5 furnishing reports and statistical and economic research analysis to the Company regarding the Company's activities and the services performed for the Company by the Manager;
(f) monitor 2.1.6 monitoring and provide providing to the Board of Directors on an on-going ongoing basis price information and other data, obtained from certain nationally-nationally recognized dealers who that maintain markets in Commercial Mortgages Mortgage Assets identified by the Board of Directors from time to time, and provide providing data and advice to the Board of Directors in connection with the selection and identification of such dealers.;
(g) provide 2.1.7 investing or reinvesting any money of the Company in accordance with policies and procedures established from time to time by the Board of Directors;
2.1.8 providing the executive and administrative personnel, office space and services required in rendering services to the Company; administering the day-to-day operations of the Company; and performing and supervising the performance of such other administrative functions necessary in the management of the Company, which includes will include contracting with appropriate third parties, which may will include IMH PIA and its Affiliates, or any Affiliated REIT, to provide various services services, including facilities and costs related associated therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable systems and other similar operational operations or administrative services;
(h) oversee 2.1.9 overseeing the day-to-day operations of the Company and supervise performing and supervising the performance of such other administrative functions necessary in the management of the Company as directed may be agreed upon by the Manager and the Board of Directors, including the collection of revenues and payment of the Company's debts and obligations;
2.1.10 counseling the Company in connection with policy decisions made by the Board of Directors;
(i) advise and negotiate agreements on behalf of the Company with banking institutions and other lenders to provide for the short-term borrowing of funds by the Company, as directed by the Board of Directors;
(j) communicate 2.1.11 communicating on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders of the Company's securities, as directed by holders;
2.1.12 evaluating and advising the Board of Directors;
(k) subject Directors with respect to an agreement executed by the Companyhedging strategies and, advise as to the designation of a servicer for those loans sold by ICCC whereby ICCC has elected not to service such loans;
(l) counsel the Company in connection with policy decisions to be made by the Board of Directors;
(m) upon request by and in accordance with the direction of the Board of Directors, invest or reinvest any money of the Company; and
(n) as approved and directed approval by the Board of Directors, perform such other services engaging in hedging activities on behalf of the Company, consistent with the Company's status as may be required a REIT;
2.1.13 advising, negotiating and overseeing the servicing and securitization of Mortgage Loans and the issuance of Mortgage Securities from pools of Mortgage Loans;
2.1.14 counseling the Company regarding the maintenance of its exemption from the Investment Company Act and monitoring compliance with the requirements for management maintaining exemption from that Act;
2.1.15 counseling the Company regarding the maintenance of its status as a REIT and monitoring compliance with the various REIT qualification tests and other activities relating to rules set forth in the assets of Code and the income tax regulations promulgated thereunder; and
2.1.16 qualifying and causing the Company as the Manager shall deem appropriate under the particular circumstances.to qualify to do business in all applicable jurisdictions;
Appears in 1 contract
General Duties of the Manager. Subject to the supervision and approval ----------------------------- ------------------------------ of the Company's board of directors (the "Board of Directors"), the Manager shall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary or Affiliate of the Company, which includes ICCC and may also include Affiliated REITs, Company as follows:
(a) serve as the Company's consultant with respect to formulation and updating of investment criteria and policy guidelines for consideration by the Board of DirectorsDirectors ("Guidelines");
(b) advise as to the issuance of Commitments on behalf of the Company to purchase Commercial Mortgages or purchasing Commercial Mortgages and CMBSs meeting the investment criteria set from time to time by the Board of Directors;
(c) advise, negotiate and oversee the securitization of the Company's Commercial Mortgages in REMICs or CMOs and negotiate terms with rating agencies and coordinate with investment-bankers as to structure and pricing of the securities formed by the Company as directed by the Board of Directors;
(d) advise represent the Company in connection with (i) its commitments to purchase and assist in its Long-Term Investment Operations(ii) the purchase of Mortgage Assets, including the accumulation of Mortgage Loans for securitization;
(ec) furnish reports and statistical and economic research to the Company regarding the Company's investments and activities and the services performed for the Company by the Manager;
(fd) monitor and provide to the Board of Directors on an on-going basis price information and other data, data obtained from certain nationally-nationally recognized dealers who that maintain markets in Commercial Mortgages Mortgage Assets identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such dealers.
(g) provide the executive and administrative personnel, office space and services required in rendering services to the Company, which includes contracting with appropriate third parties, which may include IMH and its Affiliates, or any Affiliated REIT, to provide various services including facilities and costs related therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable and other similar operational or administrative services;
(he) oversee administer the day-to-day operations of the Company and perform or supervise the performance of such other administrative functions necessary in or advisable for the management of the Company as directed may be agreed upon by the Manager and the Board of DirectorsDirectors including, without limitation, collection of the Company's revenues and payment of the Company's expenses, debts and obligations and maintenance of appropriate computer services to provide such administrative functions;
(i) advise and negotiate agreements on behalf of the Company with banking institutions and other lenders to provide for the short-term borrowing of funds by the Company, as directed by the Board of Directors;
(jf) communicate on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the continuous reporting and other requirements of any governmental bodies or agencies to holders of such securities and third parties and to maintain effective relations with such holders of the Company's securities, as directed by the Board of Directors;
(kg) subject to an agreement executed by the Company, advise as to the designation of designate a servicer for those loans Mortgage Loans sold to the Company by ICCC whereby ICCC has originators or sellers that have elected not to service such loansloans and arrange for the monitoring and administering of such servicers;
(lh) counsel the Company in connection with policy decisions to be made by the Board of Directors;
(mi) upon request by and in accordance with the direction directions of the Board of Directors, invest or reinvest any money of the Company;
(j) engage in hedging activities on behalf of the Company consistent with the Company's qualification as a REIT and with the Guidelines;
(k) arrange for the issuance of Mortgage Securities from pools of Mortgage Loans acquired by the Company, and provide to the Company itself or through another appropriate party all services in connection with the creation of Mortgage Securities, including:
(1) serving as consultant with respect to the structuring of each class or series of Mortgage Securities;
(2) negotiating the rating requirements with rating agencies with respect to the rating of each class or series of Mortgage Securities;
(3) accumulating and reviewing all Mortgage Loans which may secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(4) negotiating all agreements and credit enhancements with respect to each class or series of Mortgage Securities;
(5) issuing commitments on behalf of the Company to purchase Mortgage Loans to be used to secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(6) organizing and administering all activities in connection with the closing of each class or series of Mortgage Securities, including all negotiations and agreements with underwriters, trustees, servicers, master servicers and other parties; and
(7) performing such other services as may be required from time to time for completing the creation of each class or series of Mortgage Securities.
(l) provide to the Company itself or through another appropriate party all services in connection with the administration of each class or series of Mortgage Securities created by the Company;
(m) provide the executive and administrative personnel, office space and services required in rendering the foregoing services to the Company;
(n) as approved and directed by the Board of Directors, perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Manager shall deem necessary, advisable or appropriate under the particular circumstances;
(o) cause the Company to qualify to do business in all applicable jurisdictions as may be required from time to time under applicable state and federal laws; and
(p) comply with all laws applicable to the Manager and use its best efforts to cause the Company to comply with all laws applicable to the Company.
Appears in 1 contract
Samples: Management Agreement (Thornburg Mortgage Asset Corp)
General Duties of the Manager. Subject to the supervision and ----------------------------- approval ----------------------------- of the Board of Directors, the Manager shall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary or Affiliate of the Company, which includes ICCC and may also include Affiliated REITs, as follows:
(a) serve as the Company's consultant with respect to formulation of investment criteria by the Board of Directors;
(b) advise as to the issuance of Commitments on behalf of the Company to purchase Commercial Mortgages or purchasing Commercial Mortgages and CMBSs meeting the investment criteria set from time to time by the Board of Directors;
(c) advise, negotiate and oversee the securitization of the Company's Commercial Mortgages in REMICs or CMOs and negotiate terms with rating agencies and coordinate with investment-bankers as to structure and pricing of the securities formed by the Company as directed by the Board of Directors;
(d) advise the Company in connection with and assist in its Long-Term Investment Operationslong- term investment operations;
(e) furnish reports and statistical and economic research to the Company regarding the Company's activities and the services performed for the Company by the Manager;
(f) monitor and provide to the Board of Directors on an on-going basis price information and other data, obtained from certain nationally-nationally- recognized dealers who maintain markets in Commercial Mortgages identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such dealers.;
(g) provide the executive and administrative personnel, office space and services required in rendering services to the Company, which includes contracting with appropriate third parties, which may include IMH and its Affiliates, any Affiliated Entity or any Affiliated REITManager, to provide various services including facilities and costs related therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable and other similar operational or administrative services;
(h) oversee the day-to-day operations of the Company and supervise the performance of such other administrative functions necessary in the management of the Company as directed by the Board of Directors;
(i) advise and negotiate agreements on behalf of the Company with banking institutions and other lenders to provide for the short-term borrowing of funds by the Company, as directed by the Board of Directors;
(j) communicate on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies and maintain effective relations with such holders of the Company's securities, as directed by the Board of Directors;
(k) subject to an agreement executed by the Company, advise as to the designation of a servicer for those loans sold purchased or originated by ICCC whereby ICCC has elected not to service such loansthe Company;
(l) counsel the Company in connection with policy decisions to be made by the Board of Directors;
(m) upon request by and in accordance with the direction of the Board of Directors, invest or reinvest any money of the Company; and
(n) as approved and directed by the Board of Directors, perform such other services as may be required for management and other activities relating to the assets of the Company as the Manager shall deem appropriate under the particular circumstances. The Company agrees that the Manager may delegate any of its duties and responsibilities hereunder to appropriate third parties, which may include any Affiliated Entity or an Affiliated Manager.
Appears in 1 contract
Samples: Management Agreement (Impac Commercial Holdings Inc)
General Duties of the Manager. Subject to the supervision and approval ----------------------------- of the Board of Directors, the Manager shall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary or Affiliate of the Company, which includes ICCC and may also include Affiliated REITs, Company as follows:
(a) serve as the Company's ’s consultant with respect to formulation and updating of investment criteria and policy guidelines for consideration by the Board of DirectorsDirectors (“Guidelines”);
(b) advise as to the issuance of Commitments on behalf of the Company to purchase Commercial Mortgages or purchasing Commercial Mortgages and CMBSs meeting the investment criteria set from time to time by the Board of Directors;
(c) advise, negotiate and oversee the securitization of the Company's Commercial Mortgages in REMICs or CMOs and negotiate terms with rating agencies and coordinate with investment-bankers as to structure and pricing of the securities formed by the Company as directed by the Board of Directors;
(d) advise represent the Company in connection with (i) its commitments to purchase and assist in its Long-Term Investment Operations(ii) the purchase of Mortgage Assets, including the accumulation of Mortgage Loans for securitization;
(ec) furnish reports and statistical and economic research to the Company regarding the Company's ’s investments and activities and the services performed for the Company by the Manager;
(fd) monitor and provide to the Board of Directors on an on-going basis price information and other data, data obtained from certain nationally-nationally recognized dealers who that maintain markets in Commercial Mortgages Mortgage Assets identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such dealers.
(g) provide the executive and administrative personnel, office space and services required in rendering services to the Company, which includes contracting with appropriate third parties, which may include IMH and its Affiliates, or any Affiliated REIT, to provide various services including facilities and costs related therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable and other similar operational or administrative services;
(he) oversee administer the day-to-day operations of the Company and perform or supervise the performance of such other administrative functions necessary in or advisable for the management of the Company as directed may be agreed upon by the Manager and the Board of DirectorsDirectors including, without limitation, collection of the Company’s revenues and payment of the Company’s expenses, debts and obligations and maintenance of appropriate computer services to provide such administrative functions;
(i) advise and negotiate agreements on behalf of the Company with banking institutions and other lenders to provide for the short-term borrowing of funds by the Company, as directed by the Board of Directors;
(jf) communicate on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the continuous reporting and other requirements of any governmental bodies or agencies to holders of such securities and third parties and to maintain effective relations with such holders of the Company's ’s securities, as directed by the Board of Directors;
(kg) subject to an agreement executed by the Companydesignate one or more servicers (each, advise as a “Servicer”) for those Mortgage Loans sold to the designation of a servicer for those loans sold Company by ICCC whereby ICCC has originators or sellers that have elected not to service such loansloans and arrange for the monitoring and administering of such Servicers;
(lh) counsel advise the Company in connection with policy decisions to be made by the Board of Directors;
(mi) upon request by and in accordance with the direction directions of the Board of Directors, invest or reinvest any money of the Company;
(j) engage in hedging activities on behalf of the Company consistent with the Company’s qualification as a REIT and with the Guidelines;
(k) arrange for the issuance of Mortgage Securities from pools of Mortgage Loans acquired by the Company, and provide to the Company itself or through another appropriate party all services in connection with the creation of Mortgage Securities, including:
(1) serving as consultant with respect to the structuring of each class or series of Mortgage Securities;
(2) negotiating the rating requirements with rating agencies with respect to the rating of each class or series of Mortgage Securities;
(3) accumulating and reviewing all Mortgage Loans which may secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(4) negotiating all agreements and credit enhancements with respect to each class or series of Mortgage Securities;
(5) issuing commitments on behalf of the Company to purchase Mortgage Loans to be used to secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(6) organizing and administering activities in connection with the closing of each class or series of Mortgage Securities, including all negotiations and agreements with underwriters, trustees, servicers, master servicers and other parties; and
(7) performing such other services as may be required from time to time for completing the creation of each class or series of Mortgage Securities.
(l) provide to the Company itself or through another appropriate party all services in connection with the administration of each class or series of Mortgage Securities created by the Company;
(m) provide the executive and administrative personnel, office space and services required in rendering the foregoing services to the Company;
(n) as approved and directed by the Board of Directors, perform such other services as may be required from time to time for management and other activities relating to the assets of the Company as the Manager shall deem necessary, advisable or appropriate under the particular circumstances;
(o) cause the Company to qualify to do business in all applicable jurisdictions as may be required from time to time under applicable state and federal laws; and
(p) comply with all laws applicable to the Manager and use its best efforts to cause the Company to comply with all laws applicable to the Company.
Appears in 1 contract
General Duties of the Manager. Subject to the supervision and approval ----------------------------- of the Board of Directors, the Manager shall provide services to the CompanyCompany and, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary or Affiliate of the Company, which includes ICCC and may also include Affiliated REITs, Company as follows:
(a) serve as the Company's ’s consultant with respect to the formulation and updating of investment criteria and policy guidelines for consideration by the Board of Directors (“Guidelines”);
(b) prepare strategic plans and annual budgets for review by the Board of Directors;
(b) advise as , and report changes to the issuance of Commitments on behalf of the Company such plans and budgets to purchase Commercial Mortgages or purchasing Commercial Mortgages and CMBSs meeting the investment criteria set from time to time by the Board of DirectorsDirectors on a quarterly basis;
(c) advise, negotiate and oversee the securitization of the Company's Commercial Mortgages in REMICs or CMOs and negotiate terms with rating agencies and coordinate with investment-bankers as to structure and pricing of the securities formed by the Company as directed by the Board of Directors;
(d) advise represent the Company in connection with its origination, acquisition, retention and assist servicing of investments in its Long-Term Investment OperationsMortgage Assets (including the accumulation of Mortgage Loans for securitization), and all related financing activities;
(ed) furnish reports and statistical and economic research to the Company regarding the Company's ’s investments and activities and the services performed for the Company by the Manager;
(fe) monitor and provide to the Board of Directors on an on-going basis price information and other data, data obtained from certain nationally-appropriate pricing services and nationally recognized dealers who that maintain markets in Commercial Mortgages Mortgage Assets identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such pricing services and dealers.
(g) provide the executive and administrative personnel, office space and services required in rendering services to the Company, which includes contracting with appropriate third parties, which may include IMH and its Affiliates, or any Affiliated REIT, to provide various services including facilities and costs related therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable and other similar operational or administrative services;
(hf) oversee administer the day-to-day operations of the Company and perform or supervise the performance of such other administrative functions necessary in or advisable for the management of the Company as directed may be agreed upon by the Manager and the Board of DirectorsDirectors including, without limitation, collection of the Company’s revenues and payment of the Company’s expenses, debts and obligations and maintenance of appropriate computer services to provide such administrative functions;
(i) advise and negotiate agreements on behalf of the Company with banking institutions and other lenders to provide for the short-term borrowing of funds by the Company, as directed by the Board of Directors;
(jg) communicate on behalf of the Company with the holders of the equity and debt Company’s securities of the Company as required to satisfy the continuous reporting and other requirements of any governmental bodies or agencies to holders of such securities and third parties and to maintain effective relations with such holders of the Company's ’s securities, as directed by the Board of Directors;
(kh) subject to an agreement executed by the Company, advise as to the designation of designate a servicer for those loans Mortgage Loans sold to the Company by ICCC whereby ICCC has originators or sellers that have elected not to service such loansloans and for those Mortgage Loans originated by the Company, and arrange for the monitoring and administering of any such servicer;
(li) monitor, supervise and report on delinquent loan activity affecting the Company, including making decisions as to troubled debt restructuring, loan work-out agreements and ultimate disposition of real estate acquired as a result of foreclosures;
(j) counsel the Company in connection with policy and strategic decisions to be made by the Board of Directors;
(mk) upon request by and in accordance with the direction directions of the Board of Directors, invest or reinvest any money funds of the Company;
(l) represent the Company in connection with its hedging activities consistent with the Company’s Guidelines, including those policies regarding management of interest rate risk, and the Company’s qualification as a REIT;
(m) represent the Company in connection with its securitizations for the issuance of Mortgage Securities from pools of Mortgage Loans acquired by the Company, and provide to the Company itself or through another appropriate party all services in connection with the creation of Mortgage Securities, including:
(1) serving as consultant with respect to the structuring of each class or series of Mortgage Securities;
(2) negotiating the rating requirements with rating agencies with respect to the rating of each class or series of Mortgage Securities;
(3) accumulating and reviewing all Mortgage Loans which may secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(4) negotiating all agreements and credit enhancements with respect to each class or series of Mortgage Securities;
(5) issuing commitments on behalf of the Company to originate or purchase Mortgage Loans to be used to secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(6) organizing and administering all activities in connection with the closing of each class or series of Mortgage Securities, including all negotiations and agreements with underwriters, trustees, servicers, master servicers and other parties; and
(7) performing such other services as may be required from time to time for completing the creation of each class or series of Mortgage Securities.
(n) provide to the Company itself or through another appropriate party all services in connection with the administration of each class or series of Mortgage Securities created by the Company;
(o) provide to the Company documentation and certifications in the form requested by the Company with respect to functions performed by the Manager relating to financial reporting and disclosure controls and procedures, upon which the Company can rely in the preparation, certification and/or filing of any reports as approved required by law or regulation, including federal securities laws and directed by regulations, and to provide copies of any such documents or certificates to the Board of Directors, if so requested;
(p) provide the executive and administrative personnel, office space, equipment and services required in rendering the foregoing services to the Company, excluding space for Xxxxxxxxx Mortgage Home Loans, Inc.;
(q) perform such other services as may be required from time to time for management and other activities relating to the assets or operations of the Company as the Manager shall deem necessary, advisable or appropriate under the particular circumstances;
(r) cause the Company to qualify to do business in all applicable jurisdictions as may be required from time to time under applicable state and federal laws;
(s) comply with all laws and regulations applicable to the Manager and use its best efforts to cause the Company to comply with all laws and regulations applicable to the Company; and
(t) counsel the Board of Directors and the Company regarding the maintenance of the Company’s exemption from the Investment Company Act and monitoring compliance with the requirements for maintaining an exemption from that Act.
Appears in 1 contract
General Duties of the Manager. The Manager shall use its reasonable best efforts to present to the Company a continuing and suitable investment program consistent with the investment guidelines of the Company. Subject to the supervision management, direction and approval ----------------------------- oversight of the Board of DirectorsBoard, the Manager shall provide services be responsible for the Company’s day to day operations and shall conduct and perform (or cause to be conducted or performed) all corporate office functions for the Company, and including, but not limited to the extent directed by the Board of Directors, shall provide similar services to any subsidiary or Affiliate of the Company, which includes ICCC and may also include Affiliated REITs, as followsfollowing:
(a) serve as consulting with the Board periodically regarding the Company's consultant with respect to formulation of ’s investment criteria by the Board of Directorspolicies, financing activities and operations;
(b) advise as to investigating, analyzing and identifying possible investment opportunities and originating, acquiring, financing, selling, restructuring or disposing of investments for the issuance of Commitments on behalf of the Company to purchase Commercial Mortgages or purchasing Commercial Mortgages and CMBSs meeting the investment criteria set from time to time by the Board of DirectorsCompany;
(c) advise, negotiate and oversee the securitization of the Company's Commercial Mortgages in REMICs or CMOs and negotiate terms with rating agencies and coordinate with investment-bankers as respect to structure and pricing of the securities formed by prospective loans that the Company as directed by may originate, negotiating with borrowers the Board terms of Directorssuch loans, conducting diligence regarding such loans, documenting and closing such loans and monitoring the performance of such loans;
(d) advise with respect to possible purchases, sales or exchanges of investments, conducting negotiations on the Company in connection Company’s behalf with sellers, purchasers and assist in its Long-Term Investment Operationsbrokers and, if applicable, their respective agents and representatives;
(e) furnish reports negotiating and statistical and economic research to the Company regarding entering into, on the Company's activities ’s behalf, debt financing arrangements, including repurchase agreements, loan agreements, interest rate swap agreements and the services performed other agreements and instruments appropriate for the Company by the Managerto conduct its business;
(f) monitor and provide collecting or overseeing the collection of amounts due to the Board of Directors on an on-going basis price information and other data, obtained from certain nationally-recognized dealers who maintain markets in Commercial Mortgages identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such dealers.Company;
(g) engaging and supervising, on the Company’s behalf and at the Company’s expense, independent contractors that provide investment banking, securities brokerage, mortgage brokerage and other financial services, diligence services, underwriting review services, legal and accounting services and all other services (including transfer agent and registrar services) as may be required relating to the Company’s operations or investments (or potential investments);
(h) providing executive and administrative personnel, office space and office services required in rendering services to the Company, which includes contracting with appropriate third parties, which may include IMH and its Affiliates, or any Affiliated REIT, to provide various services including facilities and costs related therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable and other similar operational or administrative services;
(hi) oversee administering the day-to-day to day operations of the Company and supervise performing and supervising the performance of such other administrative functions necessary in the management of for the Company as directed may be agreed upon by the Board of Directors;
(i) advise Manager and negotiate agreements on behalf of the Company with banking institutions and other lenders to provide for the short-term borrowing of funds by the Company, as directed by including the Board collection of Directorsrevenues and the payment of the Company’s debts and obligations;
(j) communicate communicating on the Company’s behalf of the Company with the holders of the equity and debt securities any of the Company Company’s securities or financing counterparties as required to satisfy the reporting and other requirements of any governmental bodies or agencies and maintain maintaining effective relations with such holders of the Company's securities, as directed by the Board of Directorsand counterparties;
(k) subject to an agreement executed by reviewing any relevant tax matters with the Company, advise as to the designation of a servicer for those loans sold by ICCC whereby ICCC has elected not to service such loansBoard;
(l) counsel monitoring the Company in connection operating performance of the Company’s investments and providing periodic reports with policy decisions respect thereto to be made by the Board of DirectorsBoard;
(m) upon request by investing and reinvesting any monies and securities of the Company (including investing in accordance interest or dividend paying, short term investments pending investment in other investments, payment of fees, costs and expenses, or payments of dividends or distributions to the Company’s members) and consulting with the direction Board as to the Company’s capital structure and capital raising;
(n) coordinating and managing operations of any joint venture or co-investment interests held by the Board Company and conducting all matters with the joint venture or co-investment partners;
(o) assisting the Company in retaining, on the Company’s behalf and at its expense, qualified accountants and legal counsel to assist in developing appropriate accounting procedures and systems, internal controls and any other relevant compliance procedures;
(p) assisting the Company in qualifying to do business in all applicable jurisdictions and obtaining and maintaining all appropriate licenses;
(q) assisting the Company in complying with all regulatory requirements applicable to the Company in respect of Directorsits business activities, invest including preparing or reinvest any money causing to be prepared all financial statements required under applicable regulations and contractual undertakings;
(r) assisting the Company in taking all necessary action to enable it to make required tax filings and reports;
(s) managing and assisting with the resolution of all claims, disputes or controversies (including all litigation, arbitration, settlement or other proceedings or negotiations) in which the Company may be involved or to which the Company may be subject arising out of the Company’s operations, subject to such limitations or parameters as may be imposed from time to time by the Board;
(t) using commercially reasonable efforts to cause expenses incurred by the Company or on the Company’s behalf to be commercially reasonable or commercially customary and within any parameters set by the Board from time to time;
(u) assisting the Company in structuring long term financing for the Company’s portfolio of assets, and with respect to offering and selling securities publicly or privately in connection with any such financing;
(v) consulting with the Board with respect to decisions regarding any financings or borrowings undertaken by the Company, including (i) assisting the Company in developing criteria for debt and equity financing and (ii) assisting the Company with respect to obtaining appropriate financing for its investments;
(w) providing the Company with portfolio management and monitoring services;
(x) arranging marketing materials, advertising, industry group activities (such as conference participations and industry organization memberships) and other promotional efforts designed to promote the Company’s business;
(y) using commercially reasonable efforts to cause the Company to comply with all applicable Laws; and
(nz) as approved and directed by the Board of Directors, perform performing such other services as may be required from time to time for management and other activities relating to the Company’s assets of and business as the Company as Board shall reasonably request or the Manager shall deem appropriate under the particular circumstances. In performing its services under this Agreement, the Manager may retain, for and on behalf of the Company, and at the Company’s sole cost and expense, such services of Persons as the Manager deems necessary or advisable in connection with the Company’s management and operations, which may include Affiliates of the Manager; provided, that any such services may only be provided by Affiliates of the Manager to the extent (i) such services are on arm’s length terms or at competitive market rates in relation to terms or rates that are then customary for agreements regarding the provision of such services to companies that have assets similar in type, quality and value to the Company’s assets or (ii) such services are approved by the Board. The Manager shall keep the Board reasonably informed on a periodic basis as to any services provided by the Manager and its Affiliates. Notwithstanding anything herein to the contrary, fees, costs and expenses of any third party which is not an Affiliate of the Manager retained as permitted hereunder are to be paid by the Company. Without limiting the foregoing sentence, any such fees, costs or expenses which may be paid by the Manager or any of its Affiliates shall be reimbursed to the Manager or such Affiliate, as applicable, by the Company promptly following submission to the Company of a statement of any such fees, costs or expenses by the Manager. Notwithstanding anything herein, it is understood and agreed that the duties of, and services to be provided by, the Manager pursuant to this Agreement shall not include (x) any services that would subject the Manager to registration with the Commodity Futures Trading Commission as a “commodity trading advisor” (as such term is defined in Section 1a(12) of the Commodity Exchange Act and in CFTC Regulation 1.3(bb)(1)), or affirmatively require it to make any exemptive certifications or similar filings with respect to “commodity trading advisor” registration status or (y) any services or the taking of any action that would render the Manager a “municipal advisor” as defined in Section 15B(e)(4) of the Exchange Act.
Appears in 1 contract
General Duties of the Manager. Subject to the supervision and approval ----------------------------- of the Board ----------------------------- of Directors, the Manager shall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary or Affiliate of the Company, which includes ICCC and may also include Affiliated REITs, Company as follows:
(a) serve as the Company's consultant with respect to formulation of investment criteria and interest rate risk management by the Board of Directors;
(b) advise as to the issuance of Commitments on behalf of the Company to purchase Commercial Mortgages or purchasing Commercial Mortgages and CMBSs meeting the investment criteria set from time to time by the Board of Directors;
(c) advise, negotiate and oversee the securitization of the Company's Commercial Mortgages in REMICs or CMOs and negotiate terms with rating agencies and coordinate with investment-bankers as to structure and pricing of the securities formed by the Company as directed by the Board of Directors;
(d) advise the Company in connection with and assist in its Longlong-Term Investment Operationsterm investment operations;
(ec) furnish reports provide personnel and statistical and economic research technical assistance to support the Company regarding the Company's securitization activities and the services performed for of the Company by reviewing documents and assisting in the Managerdetermination and negotiation of the terms and features of securities issued in connection therewith;
(fd) monitor and provide to the Board of Directors on an on-going basis price information and other data, obtained from certain nationally-recognized dealers who maintain markets in Commercial Mortgages Mortgage Loans identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such dealers.
(ge) provide the executive and administrative personnel, office space and services required required, including, without limitation, legal services and contract review from in-house counsel, human resources, payroll and 401K and benefits administration, in rendering services to the Company, which includes contracting with appropriate third parties, which may include IMH and its Affiliates, or any Affiliated REIT, to provide various services including facilities and costs related therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable and other similar operational or administrative services;
(hf) oversee monitor and provide a full time asset liability manager with the day-to-day operations proper computer hardware and software to perform research and analysis to provide data about the Company's portfolio of the Company Mortgage Assets and supervise the performance of such other administrative functions necessary in the management of the Company as directed by recommended hedging strategies to the Board of Directors;
(ig) advise provide Management Information Systems voice and negotiate agreements on behalf of the Company with banking institutions data phone line and other lenders to provide for the short-term borrowing of funds by the Company, as directed by the Board of Directorsequipment support;
(jh) communicate on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies and maintain effective relations with such holders of the Company's securities, as directed by including hiring and retaining a public relations firm to market and promote the Board of DirectorsCompany, and the reasonable costs associated therewith;
(ki) subject to an agreement executed assist in the administration of any stock option plan of the Company by the Companyproviding personnel, advise as to the designation of a servicer for those loans sold by ICCC whereby ICCC has elected not to service such loansadministrative services, data processing and other systems and controls;
(l) counsel the Company in connection with policy decisions to be made by the Board of Directors;
(mj) upon request by and in accordance with the direction of the Board of Directors, invest or reinvest any money of the Company; and
(nk) as approved and directed by the Board of Directors, perform such other services as may be required for management and other activities relating to the assets of the Company as the Manager shall deem appropriate under the particular circumstances.
Appears in 1 contract
Samples: Annual Report
General Duties of the Manager. Subject to the supervision and approval ----------------------------- of the Board ----------------------------- of Directors, the Manager shall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary or Affiliate of the Company, which includes ICCC and may also include Affiliated REITs, Company as follows:
(a) serve as the Company's consultant with respect to formulation of investment criteria and interest rate risk management by the Board of Directors;
(b) advise as to the issuance of Commitments on behalf of the Company to purchase Commercial Mortgages or purchasing Commercial Mortgages and CMBSs meeting the investment criteria set from time to time by the Board of Directors;
(c) advise, negotiate and oversee the securitization of the Company's Commercial Mortgages in REMICs or CMOs and negotiate terms with rating agencies and coordinate with investment-bankers as to structure and pricing of the securities formed by the Company as directed by the Board of Directors;
(d) advise the Company in connection with and assist in its Longlong-Term Investment Operationsterm investment operations;
(ec) furnish reports provide personnel and statistical and economic research technical assistance to support the Company regarding the Company's securitization activities and the services performed for of the Company by reviewing documents and assisting in the Manager;
determination and negotiation of the terms and features of securities issued in connection therewith; (fd) monitor and provide to the Board of Directors on an on-going basis price information and other data, obtained from certain nationally-recognized dealers who maintain markets in Commercial Mortgages Mortgage Loans identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such dealers.
(ge) provide the executive and administrative personnel, office space and services required required, including, without limitation, legal services and contract review from in-house counsel, human resources, payroll and 401K and benefits administration, in rendering services to the Company, which includes contracting with appropriate third parties, which may include IMH and its Affiliates, or any Affiliated REIT, to provide various services including facilities and costs related therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable and other similar operational or administrative services;
(hf) oversee monitor and provide a full time asset liability manager with the day-to-day operations proper computer hardware and software to perform research and analysis to provide data about the Company's portfolio of the Company Mortgage Assets and supervise the performance of such other administrative functions necessary in the management of the Company as directed by recommended hedging strategies to the Board of Directors;
(ig) advise provide Management Information Systems voice and negotiate agreements on behalf of the Company with banking institutions data phone line and other lenders to provide for the short-term borrowing of funds by the Company, as directed by the Board of Directorsequipment support;
(jh) communicate on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies and maintain effective relations with such holders of the Company's securities, as directed by including hiring and retaining a public relations firm to market and promote the Board of DirectorsCompany, and the reasonable costs associated therewith;
(ki) subject to an agreement executed assist in the administration of any stock option plan of the Company by the Companyproviding personnel, advise as to the designation of a servicer for those loans sold by ICCC whereby ICCC has elected not to service such loansadministrative services, data processing and other systems and controls;
(l) counsel the Company in connection with policy decisions to be made by the Board of Directors;
(mj) upon request by and in accordance with the direction of the Board of Directors, invest or reinvest any money of the Company; and
(nk) as approved and directed by the Board of Directors, perform such other services as may be required for management and other activities relating to the assets of the Company as the Manager shall deem appropriate under the particular circumstances.
Appears in 1 contract
Samples: Management Agreement (Imperial Credit Mortgage Holdings Inc)
General Duties of the Manager. 2.1 Services to be Provided by the Manager. Subject to the supervision direction and approval ----------------------------- -------------------------------------- oversight of the Board of DirectorsDirectors and in accordance with the Governing Instruments, the Manager shall manage and provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary or Affiliate of the Company. Without limiting the foregoing, which includes ICCC the Manager shall perform other services as may be required from time to time for management and may also include Affiliated REITsother activities relating to the assets of the Company as the Board of Directors shall reasonably request or the Manager shall deem appropriate under the particular circumstances, as followsincluding the following:
(a) serve 2.1.1 serving as the Company's consultant with respect to formulation of investment criteria and preparation of policy guidelines by the Board of Directors;
(b) advise as to the issuance of Commitments on behalf of 2.1.2 assisting the Company in developing criteria for Mortgage Asset purchase commitments that are specifically tailored to purchase Commercial Mortgages or purchasing Commercial Mortgages and CMBSs meeting the investment criteria set from time to time by the Board of Directors;
(c) advise, negotiate and oversee the securitization of the Company's Commercial Mortgages in REMICs or CMOs long- term investment objectives and negotiate terms with rating agencies and coordinate with investment-bankers as making available to structure and pricing of the securities formed by the Company as directed by the Board of Directorsits knowledge and experience with respect to Mortgage Assets;
(d) advise 2.1.3 representing the Company in connection with the purchase and assist in its Long-Term Investment Operationscommitment to purchase or sell Mortgage Assets, including the accumulation of Mortgage Loans for securitization and the incurrence of debt;
(e) furnish 2.1.4 arranging for the issuance of Mortgage Securities from a pool of Mortgage Loans;
2.1.5 furnishing reports and statistical and economic research to the Company regarding the Company's activities and the services performed for the Company by the Manager;
(f) monitor 2.1.6 monitoring and provide providing to the Board of Directors on an on-going ongoing basis price information and other data, obtained from certain nationally-nationally recognized dealers who that maintain markets in Commercial Mortgages Mortgage Assets identified by the Board of Directors from time to time, and provide providing data and advice to the Board of Directors in connection with the selection and identification of such dealers.;
(g) provide 2.1.7 investing or reinvesting any money of the Company in accordance with its policies and procedures;
2.1.8 providing the executive and administrative personnel, office space and services required in rendering services to the Company, which includes contracting with appropriate third parties, which may include IMH and its Affiliates, or any Affiliated REIT, to provide various services including facilities and costs related therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable and other similar operational or administrative services;
(h) oversee 2.1.9 administering the day-to-day operations of the Company and supervise performing and supervising the performance of such other administrative functions necessary in the management of the Company as directed may be agreed upon by the Manager and the Board of Directors, including the collection of revenues and the payment of the Company's debts and obligations and maintenance of appropriate computer systems to perform such administrative functions;
2.1.10 providing the Company with general data processing, legal and administrative services to the extent required to implement the business strategy of the Company;
2.1.11 counseling the Company in connection with policy decisions made by the Board of Directors;
(i) advise and negotiate agreements on behalf of the Company with banking institutions and other lenders to provide for the short-term borrowing of funds by the Company, as directed by the Board of Directors;
(j) communicate 2.1.12 communicating on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies and to maintain effective relations with such holders of the Company's securities, as directed by holders;
2.1.13 evaluating and recommending hedging strategies to the Board of Directors;
(k) subject to an agreement executed by the CompanyDirectors and, advise as to the designation of a servicer for those loans sold by ICCC whereby ICCC has elected not to service such loans;
(l) counsel the Company in connection with policy decisions to be made by the Board of Directors;
(m) upon request by and in accordance with the direction of the Board of Directors, invest or reinvest any money of the Company; and
(n) as approved and directed approval by the Board of Directors, perform such other services as may be required for management and other engaging in hedging activities relating to the assets on behalf of the Company, consistent with the Company's status as a REIT;
2.1.14 supervising compliance with the REIT Provisions of the Code and maintenance of an exemption from the Investment Company as Act;
2.1.15 qualifying and causing the Manager shall deem appropriate under the particular circumstances.Company to qualify to do business in all applicable jurisdictions;
Appears in 1 contract
General Duties of the Manager. Subject to the supervision and approval ----------------------------- of the Board of Directors, the Manager shall provide services to the CompanyCompany and, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary or Affiliate of the Company, which includes ICCC and may also include Affiliated REITs, Company as follows:
(a) serve as the Company's consultant with respect to the formulation and updating of investment criteria and policy guidelines for consideration by the Board of Directors ("Guidelines");
(b) prepare strategic plans and annual budgets for review by the Board of Directors;
(b) advise as , and report changes to the issuance of Commitments on behalf of the Company such plans and budgets to purchase Commercial Mortgages or purchasing Commercial Mortgages and CMBSs meeting the investment criteria set from time to time by the Board of DirectorsDirectors on a quarterly basis;
(c) advise, negotiate and oversee the securitization of the Company's Commercial Mortgages in REMICs or CMOs and negotiate terms with rating agencies and coordinate with investment-bankers as to structure and pricing of the securities formed by the Company as directed by the Board of Directors;
(d) advise represent the Company in connection with its origination, acquisition, retention and assist servicing of investments in its Long-Term Investment OperationsMortgage Assets (including the accumulation of Mortgage Loans for securitization), and all related financing activities;
(ed) furnish reports and statistical and economic research to the Company regarding the Company's investments and activities and the services performed for the Company by the Manager;
(fe) monitor and provide to the Board of Directors on an on-going basis price information and other data, data obtained from certain nationally-appropriate pricing services and nationally recognized dealers who that maintain markets in Commercial Mortgages Mortgage Assets identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such pricing services and dealers.
(g) provide the executive and administrative personnel, office space and services required in rendering services to the Company, which includes contracting with appropriate third parties, which may include IMH and its Affiliates, or any Affiliated REIT, to provide various services including facilities and costs related therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable and other similar operational or administrative services;
(hf) oversee administer the day-to-day operations of the Company and perform or supervise the performance of such other administrative functions necessary in or advisable for the management of the Company as directed may be agreed upon by the Manager and the Board of DirectorsDirectors including, without limitation, collection of the Company's revenues and payment of the Company's expenses, debts and obligations and maintenance of appropriate computer services to provide such administrative functions;
(i) advise and negotiate agreements on behalf of the Company with banking institutions and other lenders to provide for the short-term borrowing of funds by the Company, as directed by the Board of Directors;
(jg) communicate on behalf of the Company with the holders of the equity and debt Company's securities of the Company as required to satisfy the continuous reporting and other requirements of any governmental bodies or agencies to holders of such securities and third parties and to maintain effective relations with such holders of the Company's securities, as directed by the Board of Directors;
(kh) subject to an agreement executed by the Company, advise as to the designation of designate a servicer for those loans Mortgage Loans sold to the Company by ICCC whereby ICCC has originators or sellers that have elected not to service such loansloans and for those Mortgage Loans originated by the Company, and arrange for the monitoring and administering of any such servicer;
(li) monitor, supervise and report on delinquent loan activity affecting the Company, including making decisions as to troubled debt restructuring, loan work-out agreements and ultimate disposition of real estate acquired as a result of foreclosures;
(j) counsel the Company in connection with policy and strategic decisions to be made by the Board of Directors;
(mk) upon request by and in accordance with the direction directions of the Board of Directors, invest or reinvest any money funds of the Company;
(l) represent the Company in connection with its hedging activities consistent with the Company's Guidelines, including those policies regarding management of interest rate risk, and the Company's qualification as a REIT;
(m) represent the Company in connection with its securitizations for the issuance of Mortgage Securities from pools of Mortgage Loans acquired by the Company, and provide to the Company itself or through another appropriate party all services in connection with the creation of Mortgage Securities, including:
(1) serving as consultant with respect to the structuring of each class or series of Mortgage Securities;
(2) negotiating the rating requirements with rating agencies with respect to the rating of each class or series of Mortgage Securities;
(3) accumulating and reviewing all Mortgage Loans which may secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(4) negotiating all agreements and credit enhancements with respect to each class or series of Mortgage Securities;
(5) issuing commitments on behalf of the Company to originate or purchase Mortgage Loans to be used to secure or constitute the mortgage pool for each class or series of Mortgage Securities;
(6) organizing and administering all activities in connection with the closing of each class or series of Mortgage Securities, including all negotiations and agreements with underwriters, trustees, servicers, master servicers and other parties; and
(7) performing such other services as may be required from time to time for completing the creation of each class or series of Mortgage Securities.
(n) as approved and directed provide to the Company itself or through another appropriate party all services in connection with the administration of each class or series of Mortgage Securities created by the Board Company;
(o) provide to the Company documentation and certifications in the form requested by the Company with respect to functions performed by the Manager relating to financial reporting and disclosure controls and procedures, upon which the Company can rely in the preparation, certification and/or filing of Directorsany reports as required by law or regulation, including federal securities laws and regulations,
(p) provide the executive and administrative personnel, office space, equipment and services required in rendering the foregoing services to the Company;
(q) perform such other services as may be required from time to time for management and other activities relating to the assets or operations of the Company as the Manager shall deem necessary, advisable or appropriate under the particular circumstances;
(r) cause the Company to qualify to do business in all applicable jurisdictions as may be required from time to time under applicable state and federal laws; and
(s) comply with all laws and regulations applicable to the Manager and use its best efforts to cause the Company to comply with all laws and regulations applicable to the Company.
Appears in 1 contract
General Duties of the Manager. Subject to the supervision and approval ----------------------------- of the Board of Directors, the Manager shall provide services to the Company, Company and will be responsible for the day-to-day operations of the Company and will perform (or cause to be performed) such services and activities relating to the extent directed by the Board of Directors, shall provide similar services to any subsidiary or Affiliate assets and operations of the CompanyCompany as may be appropriate, which includes ICCC and may also include Affiliated REITsincluding, as followsamong other things:
(a) serve serving as the Company's consultant with respect to formulation of investment criteria and preparation of policy guidelines by the Board of Directors;
(b) advise as to the issuance of Commitments on behalf of representing the Company in connection with the purchase of, and commitment to purchase Commercial Mortgages or purchasing Commercial Mortgages purchase, assets, the sale of, and CMBSs meeting commitment to sell, assets, and the investment criteria set from time to time by the Board maintenance and administration of Directorsits portfolio of assets;
(c) advise, negotiate and oversee the securitization of the Company's Commercial Mortgages in REMICs or CMOs and negotiate terms with rating agencies and coordinate with investment-bankers as to structure and pricing of the securities formed by the Company as directed by the Board of Directors;
(d) advise the Company in connection with and assist in its Long-Term Investment Operations;
(e) furnish furnishing reports and statistical and economic research to the Company regarding the Company's activities and the services performed for the Company by the Manager;
(fd) monitor monitoring and provide providing to the Board of Directors on an on-going ongoing basis price information and other data, data obtained from certain nationally-nationally recognized dealers who that maintain markets in Commercial Mortgages assets identified by the Board of Directors from time to time, and provide providing data and advice to the Board of Directors in connection with the selection and identification of such dealers.;
(ge) provide the providing executive and administrative personnel, office space and office services required in rendering services to the Company, which includes contracting with appropriate third parties, which may include IMH and its Affiliates, or any Affiliated REIT, to provide various services including facilities and costs related therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable and other similar operational or administrative services;
(hf) oversee administering the day-to-day operations of the Company and supervise performing and supervising the performance of such other administrative functions necessary in the management of the Company as directed may be agreed upon by the Manager and the Board of Directors, including the collection of revenues and the payment of the Company's debts and obligations, the submission of any required public filings by the Company and maintenance of appropriate computer systems to perform such administrative functions;
(ig) advise and negotiate agreements on behalf of the Company with banking institutions and other lenders to provide for the short-term borrowing of funds by the Company, as directed by the Board of Directors;
(j) communicate communicating on behalf of the Company with the holders of the any equity and or debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies or trading markets and to maintain effective relations with such holders of the Company's securities, as directed by the Board of Directorsholders;
(kh) subject designating originators, servicers, property managers, developers, asset managers and other servicers with respect to an agreement executed the Real Estate Investments made by the Company, advise as to Company and arranging for the designation monitoring and administering of a servicer for those loans sold by ICCC whereby ICCC has elected not to such service such loansproviders;
(li) counsel counseling the Company in connection with policy decisions to be made by the Board of Directors;
(mj) upon request by engaging in hedging and in accordance with the direction of the Board of Directors, invest or reinvest any money financing activities on behalf of the Company, consistent with the Company's status as a REIT;
(k) counseling the Company regarding the maintenance of its status as a REIT and monitoring compliance with the various REIT qualification tests and other rules set out in the Code and Treasury Regulations thereunder; and
(nl) as approved monitoring and directed by the Board of Directors, perform such other services as may be required for management and other activities relating to the assets of the Company as the Manager shall deem appropriate supervising CLARION'S performance under the particular circumstancesCLARION Agreement.
Appears in 1 contract
Samples: Management Agreement (Clarion Commercial Holdings Inc)
General Duties of the Manager. Subject to the supervision and approval ----------------------------- of the ----------------------------- Board of Directors, the Manager shall provide services to the Company, and to the extent directed by the Board of Directors, shall provide similar services to any subsidiary or Affiliate of the Company, which includes ICCC and may also include Affiliated REITs, as follows:
(a) serve as the Company's consultant with respect to formulation of investment criteria by the Board of Directors;
(b) advise as to the issuance of Commitments on behalf of the Company to purchase Commercial Mortgages or purchasing Commercial Mortgages and CMBSs meeting the investment criteria set from time to time by the Board of Directors;
(c) advise, negotiate and oversee the securitization of the Company's Commercial Mortgages in REMICs or CMOs and negotiate terms with rating agencies and coordinate with investment-bankers as to structure and pricing of the securities formed by the Company as directed by the Board of DirectorsCompany;
(d) advise the Company in connection with and assist in its Long-Term Investment Operations;
(e) furnish reports and statistical and economic research to the Company regarding the Company's activities and the services performed for the Company by the Manager;
(f) monitor and provide to the Board of Directors on an on-going basis price information and other data, obtained from certain nationally-nationally- recognized dealers who maintain markets in Commercial Mortgages identified by the Board of Directors from time to time, and provide data and advice to the Board of Directors in connection with the selection and identification of such dealers.
(g) provide the executive and administrative personnel, office space and services required in rendering services to the Company, which includes contracting with appropriate third parties, which may include IMH and its Affiliates, or any Affiliated REIT, to provide various services including facilities and costs related therewith, technology, management information systems, human resource administration, general ledger accounts, check processing, accounts payable and other similar operational or administrative services;
(h) oversee the day-to-day operations of the Company and supervise the performance of such other administrative functions necessary in the management of the Company as directed by the Board of Directors;
(i) advise and negotiate agreements on behalf of the Company with banking institutions and other lenders to provide for the short-term borrowing of funds by the Company, as directed by the Board of Directors;
(j) communicate on behalf of the Company with the holders of the equity and debt securities of the Company as required to satisfy the reporting and other requirements of any governmental bodies or agencies and maintain effective relations with such holders of the Company's securities, as directed by the Board of Directors;
(k) subject to an agreement executed by the Company, advise as to the designation of a servicer for those loans sold by ICCC whereby ICCC has elected not to service such loans;
(l) counsel the Company in connection with policy decisions decision to be made by the Board of Directors;
(m) upon request by and in accordance with the direction of the Board of Directors, invest or reinvest any money of the Company; and
(n) as approved and directed by the Board of Directors, perform such other services as may be required for management and other activities relating to the assets of the Company as the Manager shall deem appropriate under the particular circumstances.
Appears in 1 contract
Samples: Management Agreement (Imperial Credit Commercial Holdings Inc)
