Common use of Services to be provided by the Manager Clause in Contracts

Services to be provided by the Manager. The Manager, in its capacity as manager of the day-to-day operations of the Company, at all times will be subject to the supervision of the Board of Directors and will have only such functions it is obligated to perform hereunder. To the extent directed by the Board of Directors, the Manager shall provide similar services to any subsidiary of the Company on the same terms and conditions herein. The Manager 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 assets and operations of the Company as may be necessary or appropriate, including, without limitation: 2.1.1 serving as the Company’s consultant with respect to the formulation of investment criteria and the preparation of policy guidelines by the Company, any modifications to which shall be approved by the Board of Directors, including a majority of the Independent Directors (such initial guidelines as are attached hereto as Exhibit A, as they may be modified from time to time with such approval, (the “Guidelines”) and other policies for approval by the Board of Directors; 2.1.2 investigating, analyzing and selecting possible investment opportunities; 2.1.3 representing the Company in connection with the purchase, sale and commitment to purchase or sell mortgage-related assets that meet in all material respects the Company’s investment criteria, and managing the Company’s portfolio of assets; 2.1.4 advising the Company and negotiating counterparty agreements, including with third-party lenders for borrowing and hedging transactions; 2.1.5 making available to the Company price information, statistical and economic research, data and analysis regarding the Company’s activities and the services performed for the Company by the Manager; 2.1.6 investing or reinvesting any of the Company’s money in accordance with the Company’s policies and procedures; 2.1.7 providing the executive and administrative personnel, office space and services required in rendering services to the Company, in accordance with and subject to the terms of this Agreement; 2.1.8 administering the Company’s day-to-day operations and performing and supervising the performance of such other administrative functions necessary to the Company’s management as may be agreed upon by the Manager and the Company, including the collection of the Company’s revenues and the payment of the Company’s debts and obligations from the Company’s accounts, and the maintenance of appropriate computer systems to perform such administrative functions; 2.1.9 advising the Company in connection with policy decisions to be made by the Board of Directors; 2.1.10 supervising the Company’s compliance with the REIT Provisions of the Code and the Company’s maintenance of its status as a REIT; 2.1.11 qualifying and causing the Company to qualify to do business in all applicable jurisdictions and obtaining and maintaining all appropriate licenses; 2.1.12 assisting the Company to retain qualified accountants and tax experts to assist in developing and monitoring appropriate accounting procedures and testing systems; 2.1.13 assisting the Company in its compliance with all federal, state and local regulatory requirements applicable to the Company in respect of its business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports, documents and filings, if any, required under the Securities Exchange Act of 1934 and other federal and state laws and the regulations thereunder; 2.1.14 assisting the Company in its compliance with federal, state and local tax filings and reports and generally enabling the Company to maintain its status as a REIT, including (i) assembling, maintaining and providing to the firm designated by the Company to prepare tax returns on behalf of the Company and its subsidiaries (the “Tax Preparer”) information and data required for the preparation of federal, state, local and foreign tax returns, any audits, examinations or administrative or legal proceedings related thereto or any contractual tax indemnity rights or obligations of the Company and its subsidiaries and supervising the preparation and filing of such tax returns, the conduct of such audits, examinations or proceedings and the prosecution or defense of such rights, (ii) providing factual data reasonably requested by the Tax Preparer or the Company with respect to tax matters, (iii) assembling, recording, organizing and reporting to the Company data and information with respect to the Investments relative to taxes and tax returns in such form as may be reasonably requested by the Company, (iv) supervising the Tax Preparer in connection with the preparation, filing or delivery to appropriate persons, of applicable tax information reporting forms with respect to the Investments and transactions involving real estate (including, without limitation, information reporting forms, whether on Form 1099 or otherwise with respect to sales, interest received, interest paid, partnership reports and other relevant transactions); it being understood that, in the context of the foregoing, the Company shall rely on its own tax advisers in the preparation of its tax returns and the conduct of any audits, examinations or administrative or legal proceedings related thereto and that, without limiting the Manager’s obligation to provide the information, data, reports and other supervision and assistance provided herein, the Manager will not be responsible for the preparation of such returns or the conduct of such audits, examinations or other proceedings; 2.1.15 assisting the Company in the maintenance of an exemption from the Investment Company Act and monitoring the Company’s compliance with the requirements for maintaining an exemption from the Investment Company Act; 2.1.16 coordinating and managing the operations of any joint venture or co-investment interests held by the Company and conducting all matters with the joint venture or co-investment collaborators; 2.1.17 advising the Company as to its capital structure and capital raising activities; 2.1.18 evaluating and recommending to the Board of Directors hedging strategies and engaging in hedging activities on behalf of the Company, consistent with such strategies, as so modified from time to time, with the Company’s status as a REIT, and with the policies established by the Board of Directors; 2.1.19 monitoring the operating performance of the Investments and providing periodic reports with respect thereto to the Board of Directors, including comparative information with respect to such operating performance and budgeted or projected operating results; 2.1.20 handling and resolving 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 day-to-day operations, subject to the approval of the Company; 2.1.21 engaging and supervising, on behalf of the Company and at the Company’s expense, the following, without limitation: independent contractors to provide investment banking services, leasing services, mortgage brokerage services, securities brokerage services, other financial services, and such other services as may be deemed by the Manager or the Company to be necessary or advisable from time to time; 2.1.22 using commercially reasonable efforts to cause expenses incurred by or on behalf of the Company to be commercially reasonable or commercially customary and within any budgeted parameters or expense guidelines set by the Board of Directors from time to time; 2.1.23 performing such other services as may be required from time to time for management of the Company and other activities relating to the assets of the Company as the Company shall reasonably request or the Manager shall deem appropriate under the particular circumstances consistent with the terms of this Agreement; and 2.1.24 using commercially reasonable efforts to cause the Company to comply with all applicable laws.

Services to be provided by the Manager. The Manager, in its capacity as manager of the day-to-day operations of the Company, at all times will be subject to the supervision of the Company’s Board of Directors and will have only such functions and authority as the Company may delegate to it is obligated including, without limitation, the functions and authority identified herein and delegated to perform hereunderthe Manager hereby. To the extent directed by the Board of Directors, the Manager shall provide similar services to any subsidiary of the Company on the same terms and conditions hereinCompany. The Manager 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 assets and operations of the Company as may be necessary or appropriate, including, without limitation: 2.1.1 serving as the Company’s consultant with respect to the formulation of investment criteria and the preparation of policy guidelines by the Company, any modifications to which shall be approved by the Board of Directors, including a majority of the Independent Directors (such initial guidelines as are attached hereto as Exhibit ADirectors, as they may be modified from time to time with such approval, (the “Guidelines”) and other policies for approval by the Board of Directors; 2.1.2 investigating, analyzing and selecting possible investment opportunities; 2.1.3 representing the Company in connection with the purchase, sale and commitment to purchase or sell mortgage-related assets that meet in all material respects the Company’s investment criteria, and managing the Company’s portfolio of mortgage-related assets; 2.1.4 advising the Company and negotiating counterparty agreements, including the Company’s agreements with third-party lenders for borrowing and hedging transactionsborrowings by the Company; 2.1.5 making available to the Company price information, statistical and economic research, data research and analysis regarding the Company’s activities and the services performed for the Company by the Manager; 2.1.6 investing or reinvesting any of the Company’s money in accordance with the Company’s policies and procedures; 2.1.7 providing the executive and administrative personnel, office space and services required in rendering services to the Company, in accordance with and subject to the terms of this Agreement; 2.1.8 administering the Company’s day-to-day operations and performing and supervising the performance of such other administrative functions necessary to the Company’s management as may be agreed upon by the Manager and the Company, including the collection of the Company’s revenues and the payment of the Company’s debts and obligations from the Company’s accounts, and the maintenance of appropriate computer systems to perform such administrative functions; 2.1.9 advising the Company in connection with policy decisions to be made by the Board of Directors; 2.1.10 supervising the Company’s compliance with the REIT Provisions of the Code and the Company’s maintenance of its status as a REIT; 2.1.11 qualifying and causing the Company to qualify to do business in all applicable jurisdictions and obtaining and maintaining all appropriate licenses; 2.1.12 assisting the Company to retain qualified accountants and tax experts to assist in developing and monitoring appropriate accounting procedures and testing systems; 2.1.13 assisting the Company in its compliance with all federal, state and local regulatory requirements applicable to the Company in respect of its business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports, documents and filings, if any, required under the Securities Exchange Act of 1934 and other federal and state laws and the regulations thereunder; 2.1.14 assisting the Company in its compliance with federal, state and local tax filings and reports and generally enabling the Company to maintain its status as a REIT, including (i) assembling, maintaining and providing to the firm designated by the Company to prepare tax returns on behalf of the Company and its subsidiaries (the “Tax Preparer”) information and data required for the preparation of federal, state, local and foreign tax returns, any audits, examinations or administrative or legal proceedings related thereto or any contractual tax indemnity rights or obligations of the Company and its subsidiaries and supervising the preparation and filing of such tax returns, the conduct of such audits, examinations or proceedings and the prosecution or defense of such rights, (ii) providing factual data reasonably requested by the Tax Preparer or the Company with respect to tax matters, (iii) assembling, recording, organizing and reporting to the Company data and information with respect to the Investments relative to taxes and tax returns in such form as may be reasonably requested by the Company, (iv) supervising the Tax Preparer in connection with the preparation, filing or delivery to appropriate persons, of applicable tax information reporting forms with respect to the Investments and transactions involving the real estate (including, without limitation, information reporting forms, whether on Form 1099 or otherwise with respect to sales, interest received, interest paid, partnership reports and other relevant transactions); it being understood that, in the context of the foregoing, the Company shall rely on its own tax advisers in the preparation of its tax returns and the conduct of any audits, examinations or administrative or legal proceedings related thereto and that, without limiting the Manager’s obligation to provide the information, data, reports and other supervision and assistance provided herein, the Manager will not be responsible for the preparation of such returns or the conduct of such audits, examinations or other proceedings; 2.1.15 assisting the Company in the maintenance of an exemption from the Investment Company Act and monitoring the Company’s compliance with the requirements for maintaining an exemption from the Investment Company Act; 2.1.16 coordinating and managing the operations of any joint venture or co-investment interests held by the Company and conducting all matters with the joint venture or co-investment collaborators; 2.1.17 advising the Company as to its capital structure and capital raising activities; 2.1.18 evaluating and recommending to the Board of Directors hedging strategies and engaging in hedging activities on behalf of the Company, consistent with such strategies, as so modified from time to time, with the Company’s status as a REIT, and with the policies established by the Board of Directors; 2.1.19 monitoring the operating performance of the Investments and providing periodic reports with respect thereto to the Board of Directors, including comparative information with respect to such operating performance and budgeted or projected operating results; 2.1.20 handling and resolving 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 day-to-day operations, subject to the approval of the Company; 2.1.21 engaging and supervising, on behalf of the Company and at the Company’s expense, the following, without limitation: independent contractors to provide investment banking services, leasing services, mortgage brokerage services, securities brokerage services, other financial services, and such other services as may be deemed by the Manager or the Company to be necessary or advisable from time to time; 2.1.22 using commercially reasonable efforts to cause expenses incurred by or on behalf of the Company to be commercially reasonable or commercially customary and within any budgeted parameters or expense guidelines set by the Board of Directors from time to time; 2.1.23 performing such other services as may be required from time to time for management of the Company and other activities relating to the assets of the Company as the Company shall reasonably request or the Manager shall deem appropriate under the particular circumstances consistent with the terms of this Agreement; and 2.1.24 using commercially reasonable efforts to cause the Company to comply with all applicable laws.

Services to be provided by the Manager. The Manager, in its capacity as manager of the day-to-day operations of the Company, at all times will be subject to the supervision of the Company’s Board of Directors and will have only such functions and authority as the Company may delegate to it is obligated including, without limitation, the functions and authority identified herein and delegated to perform hereunderthe Manager hereby. To the extent directed by the Board of Directors, the Manager shall provide similar services to any subsidiary of the Company on the same terms and conditions hereinCompany. The Manager 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 assets and operations of the Company as may be necessary or appropriate, including, without limitation: 2.1.1 serving as the Company’s consultant with respect to the formulation of investment criteria and the preparation of policy guidelines by the Company, any modifications to which shall be approved by the Board of Directors, including a majority of the Independent Directors (such initial guidelines as are attached hereto as Exhibit A, as they may be modified from time to time with such approval, (the “Guidelines”)) and other policies for approval by the Board of Directors; 2.1.2 investigating, analyzing and selecting possible investment opportunities; 2.1.3 representing the Company in connection with the purchase, sale and commitment to purchase or sell mortgage-related assets that meet in all material respects the Company’s investment criteria, and managing the Company’s portfolio of mortgage-related assets; 2.1.4 advising the Company and negotiating counterparty agreements, including the Company’s agreements with third-party lenders for borrowing and hedging transactionsborrowings by the Company; 2.1.5 making available to the Company price information, statistical and economic research, data research and analysis regarding the Company’s activities and the services performed for the Company by the Manager; 2.1.6 investing or reinvesting any of the Company’s money in accordance with the Company’s policies and procedures; 2.1.7 providing the executive and administrative personnel, office space and services required in rendering services to the Company, in accordance with and subject to the terms of this Agreement; 2.1.8 administering the Company’s day-to-day operations and performing and supervising the performance of such other administrative functions necessary to the Company’s management as may be agreed upon by the Manager and the Company, including the collection of the Company’s revenues and the payment of the Company’s debts and obligations from the Company’s accounts, and the maintenance of appropriate computer systems to perform such administrative functions; 2.1.9 advising the Company in connection with policy decisions to be made by the Board of Directors; 2.1.10 supervising the Company’s compliance with the REIT Provisions of the Code and the Company’s maintenance of its status as a REIT; 2.1.11 qualifying and causing the Company to qualify to do business in all applicable jurisdictions and obtaining and maintaining all appropriate licenses; 2.1.12 assisting the Company to retain qualified accountants and tax experts to assist in developing and monitoring appropriate accounting procedures and testing systems; 2.1.13 assisting the Company in its compliance with all federal, state and local regulatory requirements applicable to the Company in respect of its business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports, documents and filings, if any, required under the Securities Exchange Act of 1934 and other federal and state laws and the regulations thereunder; 2.1.14 assisting the Company in its compliance with federal, state and local tax filings and reports and generally enabling the Company to maintain its status as a REIT, including (i) assembling, maintaining and providing to the firm designated by the Company to prepare tax returns on behalf of the Company and its subsidiaries (the “Tax Preparer”) information and data required for the preparation of federal, state, local and foreign tax returns, any audits, examinations or administrative or legal proceedings related thereto or any contractual tax indemnity rights or obligations of the Company and its subsidiaries and supervising the preparation and filing of such tax returns, the conduct of such audits, examinations or proceedings and the prosecution or defense of such rights, (ii) providing factual data reasonably requested by the Tax Preparer or the Company with respect to tax matters, (iii) assembling, recording, organizing and reporting to the Company data and information with respect to the Investments relative to taxes and tax returns in such form as may be reasonably requested by the Company, (iv) supervising the Tax Preparer in connection with the preparation, filing or delivery to appropriate persons, of applicable tax information reporting forms with respect to the Investments and transactions involving the real estate (including, without limitation, information reporting forms, whether on Form 1099 or otherwise with respect to sales, interest received, interest paid, partnership reports and other relevant transactions); it being understood that, in the context of the foregoing, the Company shall rely on its own tax advisers in the preparation of its tax returns and the conduct of any audits, examinations or administrative or legal proceedings related thereto and that, without limiting the Manager’s obligation to provide the information, data, reports and other supervision and assistance provided herein, the Manager will not be responsible for the preparation of such returns or the conduct of such audits, examinations or other proceedings; 2.1.15 assisting the Company in the maintenance of an exemption from the Investment Company Act and monitoring the Company’s compliance with the requirements for maintaining an exemption from the Investment Company Act; 2.1.16 coordinating and managing the operations of any joint venture or co-investment interests held by the Company and conducting all matters with the joint venture or co-investment collaborators; 2.1.17 advising the Company as to its capital structure and capital raising activities; 2.1.18 evaluating and recommending to the Board of Directors hedging strategies and engaging in hedging activities on behalf of the Company, consistent with such strategies, as so modified from time to time, with the Company’s status as a REIT, and with the policies established by the Board of Directors; 2.1.19 monitoring the operating performance of the Investments and providing periodic reports with respect thereto to the Board of Directors, including comparative information with respect to such operating performance and budgeted or projected operating results; 2.1.20 handling and resolving 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 day-to-day operations, subject to the approval of the Company; 2.1.21 engaging and supervising, on behalf of the Company and at the Company’s expense, the following, without limitation: independent contractors to provide investment banking services, leasing services, mortgage brokerage services, securities brokerage services, other financial services, and such other services as may be deemed by the Manager or the Company to be necessary or advisable from time to time; 2.1.22 using commercially reasonable efforts to cause expenses incurred by or on behalf of the Company to be commercially reasonable or commercially customary and within any budgeted parameters or expense guidelines set by the Board of Directors from time to time; 2.1.23 performing such other services as may be required from time to time for management of the Company and other activities relating to the assets of the Company as the Company shall reasonably request or the Manager shall deem appropriate under the particular circumstances consistent with the terms of this Agreement; and; 2.1.24 using commercially reasonable efforts to cause the Company to comply with all applicable laws.

Services to be provided by the Manager. The Manager, in its capacity as manager of the day-to-day operations of the Company, at all times will be subject Subject to the supervision direction and oversight of the Board of Directors and will have only such functions it is obligated to perform hereunder. To in accordance with the extent directed by the Board of DirectorsGoverning Instruments, the Manager shall provide similar shall, during the term of this Agreement, perform such services as may be required from time to any subsidiary of the Company on the same terms and conditions herein. The Manager will be responsible time for the day-to-day operations management of the Company and will perform (or cause to be performed) such services and other activities relating to the assets and operations of the Company as may be necessary the Board of Directors shall reasonably request or appropriatethe Manager in good faith shall deem appropriate under the particular circumstances, including, without limitationincluding the following: 2.1.1 serving as the Company’s 's consultant with respect to the formulation of investment criteria and the preparation of policy guidelines by the Company, any modifications to which shall be approved by the Board of Directors, including a majority of the Independent Directors (such initial guidelines as are attached hereto as Exhibit A, as they may be modified from time to time with such approval, (the “Guidelines”) and other policies for approval by the Board of Directors; 2.1.2 investigating, analyzing and selecting possible assisting the Company in developing criteria for the purchase of Mortgage Assets that are specifically tailored to the Company's investment opportunitiesobjectives; 2.1.3 representing the Company in connection with the purchase, sale purchase and commitment to purchase or sell mortgage-related assets that meet in all material respects Mortgage Assets, including the Company’s investment criteria, accumulation of Mortgage Loans for securitization and managing the Company’s portfolio incurrence of assetsdebt; 2.1.4 advising arranging for the Company and negotiating counterparty agreements, including with third-party lenders for borrowing and hedging transactionsissuance of Mortgage Securities from a pool of Mortgage Loans; 2.1.5 making available furnishing reports and statistical and economic research to the Company price information, statistical and economic research, data and analysis regarding the Company’s 's activities and the services performed for the Company by the Manager; 2.1.6 monitoring and providing to the Board of Directors on an ongoing basis price information and other data, obtained from certain nationally recognized dealers that maintain markets in Mortgage Assets identified by the Board of Directors from time to time, and providing data and advice to the Board of Directors in connection with the identification of such dealers; 2.1.7 investing or reinvesting any money of the Company’s money Company in accordance with the Company’s its policies and proceduresprocedures and the terms and conditions of this Agreement; 2.1.7 2.1.8 providing the executive and administrative personnel, office space and services required in rendering such services to the Company, in accordance with and subject to the terms of this Agreement; 2.1.8 2.1.9 administering the Company’s day-to-day operations of the Company and performing and supervising the performance of such other administrative functions necessary to the Company’s management as may be agreed upon by the Manager and the Company, including the collection of the Company’s revenues and the payment of the Company’s debts and obligations from the Company’s accounts, and the maintenance of appropriate computer systems to perform such administrative functions; 2.1.9 advising the Company in connection with policy decisions to be made by the Board of Directors; 2.1.10 supervising the Company’s compliance with the REIT Provisions of the Code and the Company’s maintenance of its status as a REIT; 2.1.11 qualifying and causing the Company to qualify to do business in all applicable jurisdictions and obtaining and maintaining all appropriate licenses; 2.1.12 assisting the Company to retain qualified accountants and tax experts to assist in developing and monitoring appropriate accounting procedures and testing systems; 2.1.13 assisting the Company in its compliance with all federal, state and local regulatory requirements applicable to the Company in respect of its business activities, including preparing or causing to be prepared all financial statements required under applicable regulations and contractual undertakings and all reports, documents and filings, if any, required under the Securities Exchange Act of 1934 and other federal and state laws and the regulations thereunder; 2.1.14 assisting the Company in its compliance with federal, state and local tax filings and reports and generally enabling the Company to maintain its status as a REIT, including (i) assembling, maintaining and providing to the firm designated by the Company to prepare tax returns on behalf of the Company and its subsidiaries (the “Tax Preparer”) information and data required for the preparation of federal, state, local and foreign tax returns, any audits, examinations or administrative or legal proceedings related thereto or any contractual tax indemnity rights or obligations of the Company and its subsidiaries and supervising the preparation and filing of such tax returns, the conduct of such audits, examinations or proceedings and the prosecution or defense of such rights, (ii) providing factual data reasonably requested by the Tax Preparer or the Company with respect to tax matters, (iii) assembling, recording, organizing and reporting to the Company data and information with respect to the Investments relative to taxes and tax returns in such form as may be reasonably requested by the Company, (iv) supervising the Tax Preparer in connection with the preparation, filing or delivery to appropriate persons, of applicable tax information reporting forms with respect to the Investments and transactions involving real estate (including, without limitation, information reporting forms, whether on Form 1099 or otherwise with respect to sales, interest received, interest paid, partnership reports and other relevant transactions); it being understood that, in the context of the foregoing, the Company shall rely on its own tax advisers in the preparation of its tax returns and the conduct of any audits, examinations or administrative or legal proceedings related thereto and that, without limiting the Manager’s obligation to provide the information, data, reports and other supervision and assistance provided herein, the Manager will not be responsible for the preparation of such returns or the conduct of such audits, examinations or other proceedings; 2.1.15 assisting the Company in the maintenance of an exemption from the Investment Company Act and monitoring the Company’s compliance with the requirements for maintaining an exemption from the Investment Company Act; 2.1.16 coordinating and managing the operations of any joint venture or co-investment interests held by the Company and conducting all matters with the joint venture or co-investment collaborators; 2.1.17 advising the Company as to its capital structure and capital raising activities; 2.1.18 evaluating and recommending to the Board of Directors hedging strategies and engaging in hedging activities on behalf of the Company, consistent with such strategies, as so modified from time to time, with the Company’s status as a REIT, and with the policies established by the Board of Directors; 2.1.19 monitoring the operating performance of the Investments and providing periodic reports with respect thereto to the Board of Directors, including comparative information with respect to such operating performance and budgeted or projected operating results; 2.1.20 handling and resolving 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 day-to-day operations, subject to the approval of the Company; 2.1.21 engaging and supervising, on behalf of the Company and at the Company’s expense, the following, without limitation: independent contractors to provide investment banking services, leasing services, mortgage brokerage services, securities brokerage services, other financial services, and such other services as may be deemed by the Manager or the Company to be necessary or advisable from time to time; 2.1.22 using commercially reasonable efforts to cause expenses incurred by or on behalf of the Company to be commercially reasonable or commercially customary and within any budgeted parameters or expense guidelines set by the Board of Directors from time to time; 2.1.23 performing such other services as may be required from time to time for management of the Company and other activities relating to the assets of the Company as the Company shall reasonably request or the Manager shall deem appropriate under the particular circumstances consistent with the terms of this Agreement; and 2.1.24 using commercially reasonable efforts to cause the Company to comply with all applicable laws.