Common use of Obligations of Manager Clause in Contracts

Obligations of Manager. (a) The Manager shall require each seller or transferor of Investments to the Company to make such representations and warranties regarding such Investments as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Company's Investments and other assets. (b) The Manager shall refrain from any action that would adversely affect the status of the Company as a real estate investment trust or exempt from regulations under the Investment Company Act or that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that would otherwise not be permitted by the Company's or Subsidiary's Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager's judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company, any Subsidiary, the Independent Directors, or the Company's or a Subsidiary's stockholders or partners for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement. (c) Absent written direction from the Board of Directors, the Manager shall use reasonable efforts to comply with the Guidelines, as they may be revised from time to time.

Obligations of Manager. (a) The Manager shall require each seller or transferor of Investments assets to be acquired by the Company to make such representations and warranties regarding such Investments assets as may be directed by the Board of Directors, or, if no such directions are given, as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as may be directed by the Board of Directors, or, if no such directions are given, as it deems necessary or appropriate with regard to the protection of the Company's Investments and other assets. (b) The Manager shall refrain from any action that that, in its sole judgment made in good faith, would adversely affect the status of the Company ICCMIC as a real estate investment trust REIT, or as exempt from regulations regulation under the Investment Company Act or that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary of its Subsidiaries or that would otherwise not be permitted by the Company's or Subsidiary's their respective Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager's judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company, Company or any Subsidiaryof its Subsidiaries, the Independent Directors, or the CompanyICCMIC's or a Subsidiary's any of its subsidiaries' stockholders or partners for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement. (c) Absent written direction from the Board of Directors, the Manager shall use reasonable efforts to comply with the Guidelines, as they may be revised from time to time.

Obligations of Manager. (a) The Manager shall use its best efforts to provide that each Mortgage Asset conforms to the purchase criteria of the Company and shall require each seller or transferor of Investments Mortgage Assets to the Company to make such representations and warranties regarding such Investments Mortgage Assets as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as it deems necessary or appropriate with regard to the protection of the Company's Investments and other assetsinvestments. (b) The Manager shall refrain from any action that which, in its sole judgment made in good faith, would adversely affect the status of the Company or, if applicable, any subsidiary of the Company as a real estate investment trust REIT or exempt from regulations under the Investment Company Act or thatwhich, in its sole judgment made in good faith, would violate any material law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary such subsidiary or that which would otherwise not be permitted by the Company's or Subsidiarysuch subsidiary's Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager's judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company, any Subsidiarysubsidiary of the Company, the Independent Directors, Unaffiliated Directors or any stockholders of the Company's Company or a Subsidiary's stockholders or partners any of its subsidiaries for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement. (c) Absent written direction from the Board of Directors, the The Manager shall use reasonable efforts cause an annual compliance report to comply be prepared for each fiscal year of the Company commencing with the Guidelines, as they may be revised from time to time.fiscal year 1997 by a firm independent of the

Obligations of Manager. (a) The Manager shall require each seller borrower or transferor lessee of Investments to the Company to make such representations and warranties regarding the applicable facilities financed by the Company as may be directed by the Board of Directors, or, if no such Investments directions are given, as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as may be directed by the Board of Directors, or, if no such directions are given, as it deems necessary or appropriate with regard to the protection of the Company's Investments and other assets. (b) The Manager shall refrain from any action that that, in its sole judgment made in good faith, would adversely affect the status of the Company as a real estate investment trust REIT, or as exempt from regulations regulation under the Investment Company Act or that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary of its Subsidiaries or that would otherwise not be permitted by the Company's or Subsidiary's their respective Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager's judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company, Company or any Subsidiaryof its Subsidiaries, the Independent Directors, or the Company's or a Subsidiary's any of its Subsidiaries' stockholders or partners for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement. (c) Absent written direction from the Board of Directors, the Manager shall use reasonable efforts to comply with the Guidelines, as they may be revised from time to time.

Obligations of Manager. (a) The Manager shall use its best efforts to provide that each mortgage loan conforms to the purchase criteria of the Company or INMC as applicable and shall require each seller or transferor of Investments mortgage loans to the Company or INMC in connection with such purchase or transfer to make such all applicable representations and warranties regarding such Investments as may, contained in the judgment of the Manager, be necessary and appropriateServicing Agreement for such loans. In addition, the The Manager shall take such other action as it the Manager deems necessary or appropriate with regard to the protection of the Company's Investments and other assetsor INMC's investments. (b) The Anything else in this Agreement to the contrary notwithstanding, the Manager shall refrain from any action that which in its sole judgment made in good faith would adversely affect the status of the Company Company, or any Subsidiary which elects to so qualify, as a real estate investment trust as defined and limited in Section 856 through 860 of the Internal Revenue Code or exempt from regulations under the Investment Company Act or that, which in its sole judgment made in good faith, faith would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary or that which would otherwise not be permitted by the Company's or its Subsidiary's Governing Instruments. If the Manager is ordered to take any Instruments except if such action shall be ordered by the Board of Directors, in which event the Manager shall promptly notify the Board of Directors of the Manager's judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders Instruments and employees shall not be liable to the Company, any Subsidiary, the Independent Directors, refrain from taking such action pending further clarification or the Company's or a Subsidiary's stockholders or partners for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement. (c) Absent written direction instructions from the Board of Directors. If the Board of Directors thereafter instructs the Manager, despite the Manager's notification as provided herein, to take any such action and the Manager so acts upon the instructions given, the Manager shall use reasonable efforts to comply with not be responsible for any loss of the GuidelinesCompany's or Subsidiary's status as a real estate investment trust or violation of any law, as they may be revised from time to timerule or regulation or the Governing Instruments caused thereby.

Obligations of Manager. (a) The Manager shall require each seller or transferor of Investments assets to be acquired by the Company to make such representations and warranties regarding such Investments assets as may be directed by the Board of Directors, or, if no such directions are given, as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as may be directed by the Board of Directors, or, if no such directions are given, as it deems necessary or appropriate with regard to the protection of the Company's Investments and other assets. (b) The Manager shall refrain from any action that that, in its sole judgment made in good faith, would adversely affect the status of the Company ICCMIC as a real estate investment trust REIT, or as exempt from regulations regulation under the Investment Company Act or that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary of its Subsidiaries or that would otherwise not be permitted by the Company's or Subsidiary's their respective Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager's judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company, any Subsidiary, the Independent Directors, or the Company's or a Subsidiary's stockholders or partners for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement.the (c) Absent written direction from the Board of Directors, the Manager Manger shall use reasonable efforts to comply with the Guidelines, as they may be revised from time to time.

Obligations of Manager. (a) The Manager shall require each seller or transferor of Investments assets to be acquired by the Company to make such representations and warranties regarding such Investments assets as may be directed by the Board of Directors, or, if no such directions are given, as may, in the judgment of the Manager, be necessary and appropriate. In addition, the Manager shall take such other action as may be directed by the Board of Directors, or, if no such directions are given, as it deems necessary or appropriate with regard to the protection of the Company's Investments and other assets. (b) The Manager shall refrain from any action that that, in its sole judgment made in good faith, would adversely affect the status of the Company ICCMIC as a real estate investment trust REIT, or as exempt from regulations regulation under the Investment Company Act or that, in its sole judgment made in good faith, would violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Company or any Subsidiary of its Subsidiaries or that would otherwise not be permitted by the Company's or Subsidiary's their respective Governing Instruments. If the Manager is ordered to take any such action by the Board of Directors, the Manager shall promptly notify the Board of Directors of the Manager's judgment that such action would adversely affect such status or violate any such law, rule or regulation or the Governing Instruments. Notwithstanding the foregoing, the Manager, its directors, officers, stockholders and employees shall not be liable to the Company, Company or any Subsidiaryof its Subsidiaries, the Independent Directors, or the CompanyICCMIC's or a Subsidiary's any of its subsidiaries' stockholders or partners for any act or omission by the Manager, its directors, officers, stockholders or employees except as provided in Section 11 of this Agreement. (c) Absent written direction from the Board of Directors, the Manager shall use reasonable efforts to comply with the Guidelines, as they may be revised from time to time.