Common use of Duties of Asset Manager Clause in Contracts

Duties of Asset Manager. (a) NRE hereby appoints Asset Manager as of the Effective Time to act as its asset manager and attorney-in-fact under the terms of this Agreement. Asset Manager shall provide, either directly or through its Affiliates (“Affiliated Entities”) or, to the extent permitted under this Agreement through third parties, acquisition, disposition, financing, portfolio management, property management, construction, development, stockholder services, communication, offering, corporate governance, overhead and other administrative services, such as accounting and investor relations, to NRE and its subsidiaries and other similar services as may be agreed to from time to time by the parties in writing (the services to be provided, collectively referred to as the “Services”), including those described on Exhibit A annexed hereto, subject to, in all cases and in every respect, the supervision and management of the board of directors of NRE (the “Board of Directors”) for the period and upon the terms herein set forth, and, without limitation, in accordance with (i) the investment objectives, policies and restrictions from time to time set forth by the Board of Directors and (ii) all applicable federal, state and local laws, rules and regulations. Asset Manager shall perform the Services during the term and subject to the provisions of this Agreement, either directly or by engaging Affiliated Entities, including but not limited to United States-based Affiliates, or by engaging third parties to the extent permitted herein. Notwithstanding anything to the contrary contained herein, Asset Manager (i) may not delegate to an unaffiliated third party the responsibility for providing acquisition, disposition, asset management or financing services, without the prior consent of NRE, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) may delegate all other Services without the consent of NRE. Asset Manager shall be responsible for overseeing the Services which it is permitted to delegate hereunder. The parties understand and agree that it is anticipated that NRE may, in its discretion, enter into joint venture and partnership arrangements with third parties pursuant to which the joint venturer or partner would perform various Services to NRE or the joint venture or partnership and receive certain fees in connection therewith, with any such arrangements being consented to by Asset Manager, in its sole discretion.

Duties of Asset Manager. (a) NRE NRF hereby appoints Asset Manager as of the Effective Time to continue to act as its asset manager and attorney-in-fact under the terms of this Agreement. Asset Manager shall provide, either directly or through its Affiliates (“Affiliated Entities”) or, to the extent permitted under this Agreement through third parties, acquisition, disposition, financing, portfolio management, property management, construction, development, stockholder services, communication, offering, corporate governance, overhead and other administrative services, such as accounting and investor relations, to NRE NRF and its subsidiaries and other similar services as may be agreed to from time to time by the parties in writing (the services to be provided, collectively referred to as the “Services”), including those described on Exhibit A annexed hereto, subject to, in all cases and in every respect, the supervision and management of the board of directors of NRE NRF (the “Board of Directors”) for the period and upon the terms herein set forth, and, without limitation, in accordance with (i) the investment objectives, policies and restrictions from time to time set forth by the Board of Directors and (ii) all applicable federal, state and local laws, rules and regulations. Notwithstanding the foregoing, Asset Manager acknowledges and agrees that NRF will operate its loan origination business for Debt Assets (“Debt Origination Business”) independently of Asset Manager, except and to the extent set forth in the services agreement relating to NRF’s Debt Origination Business entered into between NRF and an Affiliate of Asset Manager on or around the Initial Effective Date. Asset Manager shall perform the Services during the term and subject to the provisions of this Agreement, either directly or by engaging Affiliated Entities, including but not limited to United States-based Affiliates, or by engaging third parties to the extent permitted herein. Notwithstanding anything to the contrary contained herein, Asset Manager (i) may not delegate to an unaffiliated third party the responsibility for providing acquisition, disposition, asset management or financing services, without the prior consent of NRENRF, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) may delegate all other Services without the consent of NRENRF. Asset Manager shall be responsible for overseeing the Services which it is permitted to delegate hereunder. The parties understand and agree that it is anticipated that NRE NRF may, in its discretion, continue to enter into joint venture and partnership arrangements with third parties pursuant to which the joint venturer or partner would perform various Services to NRE NRF or the joint venture or partnership and receive certain fees in connection therewith, with any such arrangements being consented to by Asset Manager, in its sole discretion.

Duties of Asset Manager. (a) NRE hereby appoints reappoints Asset Manager as of the Effective Time Date to act as its asset manager and attorney-in-fact under the terms of this Agreement. Asset Manager shall provide, either directly or through its Affiliates (“Affiliated Entities”) or, to the extent permitted under this Agreement through third parties, acquisition, disposition, financing, portfolio management, property management, construction, development, stockholder services, communication, offering, corporate governance, overhead and other administrative services, such as accounting and investor relations, to NRE and its subsidiaries and other similar services as may be agreed to from time to time by the parties in writing (the services to be provided, collectively referred to as the “Services”), including those described on Exhibit A annexed hereto, subject to, in all cases and in every respect, the supervision and management of the board of directors of NRE (the “Board of Directors”) for the period and upon the terms herein set forth, and, without limitation, in accordance with (i) the investment objectives, policies and restrictions from time to time set forth by the Board of Directors and (ii) all applicable federal, state and local laws, rules and regulations. Asset Manager shall perform the Services during the term and subject to the provisions of this Agreement, either directly or by engaging Affiliated Entities, including but not limited to United States-based Affiliates, or by engaging third parties to the extent permitted herein. Notwithstanding anything to the contrary contained herein, Asset Manager (i) may not delegate to an unaffiliated third party the responsibility for providing acquisition, disposition, asset management or financing services, any Services without the prior consent of NREthe Board of Directors, which not to be unreasonably withheld; provided that consent shall not be unreasonably withheld, conditioned or delayed and (ii) may delegate all other Services without required for the consent of NREAsset Manager to hire third parties to perform the services expressly reimbursable pursuant to Section 3(a). Asset Manager shall be responsible for overseeing the Services which it is permitted to delegate hereunder. The parties understand and agree that it is anticipated that NRE may, in its discretion, enter into joint venture and partnership arrangements with third parties pursuant to which the joint venturer or partner would perform various Services to NRE or the joint venture or partnership and receive certain fees in connection therewith, with any such arrangements being consented to by Asset Manager, in its sole discretion.

Duties of Asset Manager. (a) NRE NRF hereby appoints Asset Manager as of the Effective Time to act as its asset manager and attorney-in-fact under the terms of this Agreement. Asset Manager shall provide, either directly or through its Affiliates (“Affiliated Entities”) or, to the extent permitted under this Agreement through third parties), acquisition, disposition, financing, portfolio management, property management, construction, development, stockholder services, communication, offering, corporate governance, overhead and other administrative services, such as accounting and investor relations, to NRE NRF and its subsidiaries and other similar services as may be agreed to from time to time by the parties in writing (the services to be provided, collectively referred to as the “Services”), including those described on Exhibit A annexed hereto, subject to, in all cases and in every respect, the supervision and management of the board of directors of NRE NRF (the “Board of Directors”) for the period and upon the terms herein set forth, and, without limitation, in accordance with (i) the investment objectives, policies and restrictions from time to time set forth by the Board of Directors and (ii) all applicable federal, state and local laws, rules and regulations. Notwithstanding the foregoing, Asset Manager acknowledges and agrees that NRF will operate its loan origination business for Debt Assets (“Debt Origination Business”) independently of Asset Manager, except and to the extent set forth in the services agreement relating to NRF’s Debt Origination Business entered into between NRF and Asset Manager on or around the date hereof. Asset Manager shall perform the Services during the term and subject to the provisions of this Agreement, either directly or by engaging Affiliated Entities, including but not limited to United States-based Affiliates, or by engaging Affiliates and third parties to the extent permitted hereinparties. Notwithstanding anything to the contrary contained herein, Asset Manager (i) may not delegate to an unaffiliated third party the responsibility for providing acquisition, disposition, asset management or financing services, without the prior consent of NRENRF, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) may delegate all other Services without the consent of NREdelayed. Asset Manager shall be responsible for overseeing the Services which it is permitted to delegate hereunder. The parties understand and agree that it is anticipated that NRE may, in its discretion, NRF may continue to enter into joint venture and partnership arrangements with third parties pursuant to which the joint venturer or partner would perform various Services to NRE NRF or the joint venture or partnership and receive certain fees in connection therewith, with any such arrangements being approved by NRF in accordance herewith and consented to by Asset ManagerNSAM, in its NSAM’s sole discretion.

Duties of Asset Manager. (a) NRE NRF hereby appoints Asset Manager as of the Effective Time to act as its asset manager and attorney-in-fact under the terms of this Agreement. Asset Manager shall provide, either directly or through its Affiliates (“Affiliated Entities”) or, to the extent permitted under this Agreement through third parties), acquisition, disposition, financing, portfolio management, property management, construction, development, stockholder services, communication, offering, corporate governance, overhead and other administrative services, such as accounting and investor relations, to NRE NRF and its subsidiaries and other similar services as may be agreed to from time to time by the parties in writing (the services to be provided, collectively referred to as the “Services”), including those described on Exhibit A annexed hereto, subject to, in all cases and in every respect, the supervision and management of the board of directors of NRE NRF (the “Board of Directors”) for the period and upon the terms herein set forth, and, without limitation, in accordance with (i) the investment objectives, policies and restrictions from time to time set forth by the Board of Directors and (ii) all applicable federal, state and local laws, rules and regulations. Notwithstanding the foregoing, Asset Manager acknowledges and agrees that NRF will operate its loan origination business for Debt Assets (“Debt Origination Business”) independently of Asset Manager, except and to the extent set forth in the services agreement relating to NRF’s Debt Origination Business entered into between NRF and Asset Manager on or around the date hereof. Asset Manager shall perform the Services during the term and subject to the provisions of this Agreement, either directly or by engaging Affiliated Entities, including but not limited to United States-based Affiliates, or by engaging Affiliates and third parties to the extent permitted hereinparties. Notwithstanding anything to the contrary contained herein, Asset Manager (i) may not delegate to an unaffiliated third party the responsibility for providing acquisition, disposition, asset management or financing services, without the prior consent of NRENRF, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) may delegate all other Services without the consent of NREdelayed. Asset Manager shall be responsible for overseeing the Services which it is permitted to delegate hereunder. The parties understand and agree that it is anticipated that NRE may, in its discretion, NRF may continue to enter into joint venture and partnership arrangements with third parties pursuant to which the joint venturer or partner would perform various Services to NRE NRF or the joint venture or partnership and receive certain fees in connection therewith, with any such arrangements being approved by NRF in accordance herewith and consented to by Asset ManagerNSAM, in its NSAM’s sole discretion.

Duties of Asset Manager. (a) NRE hereby appoints Asset Manager as of the Effective Time to act as its asset manager and attorney-in-fact under the terms of this Agreement. Asset Manager shall provide, either directly or through its Affiliates (“Affiliated Entities”) or, to the extent permitted under this Agreement through third parties, acquisition, disposition, financing, portfolio management, property management, construction, development, stockholder services, communication, offering, corporate governance, overhead and other administrative services, such as accounting and investor relations, to NRE and its subsidiaries and other similar services as may be agreed to from time to time by the parties in writing (the services to be provided, collectively referred to as the “Services”), including those described on Exhibit A annexed hereto, subject to, in all cases and in every respect, the supervision and management of the board of directors of NRE (the “Board of Directors”) for the period and upon the terms herein set forth, and, without limitation, in accordance with (i) the investment objectives, policies and restrictions from time to time set forth by the Board of Directors and (ii) all applicable federal, state and local laws, rules and regulations. Asset Manager shall perform the Services during the term and subject to the provisions of this Agreement, either directly or by engaging Affiliated Entities, including but not limited to United States-based Affiliates, or by engaging third parties to the extent permitted herein. Notwithstanding anything to the contrary contained herein, Asset Manager (i) may not delegate to an unaffiliated third party the responsibility for providing acquisition, disposition, asset management or financing services, without the prior consent of NRE, which consent shall 1 not be unreasonably withheld, conditioned or delayed and (ii) may delegate all other Services without the consent of NRE. Asset Manager shall be responsible for overseeing the Services which it is permitted to delegate hereunder. The parties understand and agree that it is anticipated that NRE may, in its discretion, enter into joint venture and partnership arrangements with third parties pursuant to which the joint venturer or partner would perform various Services to NRE or the joint venture or partnership and receive certain fees in connection therewith, with any such arrangements being consented to by Asset Manager, in its sole discretion. (b) Asset Manager hereby accepts such appointment and agrees, during the term hereof, to render the Services described herein for the compensation provided herein. (c) Asset Manager shall for all purposes herein be deemed to be an independent contractor and, except as expressly authorized herein or expressly provided for in investment guidelines approved by the Board of Directors or otherwise approved by the Board of Directors, Asset Manager shall have no authority to act for or represent NRE or any subsidiary in any way or otherwise be deemed an agent of NRE or any subsidiary. (d) Asset Manager shall keep and preserve for the period required by NRE (unless otherwise required or appropriate under applicable law, rule or regulation) any books and records relevant to the provision of its Services to NRE; shall maintain all books and records with respect to NRE’s and any subsidiary’s transactions; and shall render to NRE such periodic and special reports as NRE may reasonably request. Asset Manager agrees that all records that it maintains for NRE and any subsidiary are the property of NRE and/or such subsidiary and will surrender promptly to NRE any such records upon NRE’s request, provided that Asset Manager may retain a copy of such records. 2.

Duties of Asset Manager. (a) NRE hereby appoints reappoints Asset Manager as of the Effective Time Date to act as its asset manager and attorney-in-fact under the terms of this Agreement. Asset Manager shall provide, either directly or through its Affiliates (“Affiliated Entities”) or, to the extent permitted under this Agreement through third parties, acquisition, disposition, financing, portfolio management, property management, construction, development, stockholder services, communication, offering, corporate governance, overhead and other administrative services, such as accounting and investor relations, to NRE and its subsidiaries and other similar services as may be agreed to from time to time by the parties in writing (the services to be provided, collectively referred to as the “Services”), including those described on Exhibit A annexed hereto, subject to, in all cases and in every respect, the supervision and management of the board of directors of NRE (the “Board of Directors”) for the period and upon the terms herein set forth, and, without limitation, in accordance with (i) the investment objectives, policies and restrictions from time to time set forth by the Board of Directors and (ii) all applicable federal, state and local laws, rules and regulations. Asset Manager shall perform the Services during the term and subject to the provisions of this Agreement, either directly or by engaging Affiliated Entities, including but not limited to United States-States- based Affiliates, or by engaging third parties to the extent permitted herein. Notwithstanding anything to the contrary contained herein, Asset Manager (i) may not delegate to an unaffiliated third party the responsibility for providing acquisition, disposition, asset management or financing services, any Services without the prior consent of NREthe Board of Directors, which not to be unreasonably withheld; provided that consent shall not be unreasonably withheld, conditioned or delayed and (ii) may delegate all other Services without required for the consent of NREAsset Manager to hire third parties to perform the services expressly reimbursable pursuant to Section 3(a). Asset Manager shall be responsible for overseeing the Services which it is permitted to delegate hereunder. The parties understand and agree that it is anticipated that NRE may, in its discretion, enter into joint venture and partnership arrangements with third parties pursuant to which the joint venturer or partner would perform various Services to NRE or the joint venture or partnership and receive certain fees in connection therewith, with any such arrangements being consented to by Asset Manager, in its sole discretion.

Duties of Asset Manager. (a) NRE NRF hereby appoints Asset Manager as of the Effective Time to act as its asset manager and attorney-in-fact under the terms of this Agreement. Asset Manager shall provide, either directly or through its Affiliates (“Affiliated Entities”) or, to the extent permitted under this Agreement through third parties), acquisition, disposition, financing, portfolio management, property management, construction, development, stockholder services, communication, offering, corporate governance, overhead and other administrative services, such as accounting and investor relations, to NRE NRF and its subsidiaries and other similar services as may be agreed to from time to time by the parties in writing (the services to be provided, collectively referred to as the “Services”), including those described on Exhibit A annexed hereto, subject to, in all cases and in every respect, the supervision and management of the board of directors of NRE NRF (the “Board of Directors”) for the period and upon the terms herein set forth, and, without limitation, in accordance with (i) the investment objectives, policies and restrictions from time to time set forth by the Board of Directors and (ii) all applicable federal, state and local laws, rules and regulations. Notwithstanding the foregoing, Asset Manager acknowledges and agrees that NRF will operate its loan origination business for Debt Assets (“Debt Origination Business”) independently of Asset Manager, except and to the extent set forth in the services agreement relating to NRF’s Debt Origination Business entered into between NRF and Asset Manager on or around the date hereof. Asset Manager shall perform the Services during the term and subject to the provisions of this Agreement, either directly or by engaging Affiliated Entities, including but not limited to United States-based Affiliates, or by engaging Affiliates and third parties to the extent permitted hereinparties. Notwithstanding anything to the contrary contained herein, Asset Manager (i) may not delegate to an unaffiliated third party the responsibility for providing acquisition, disposition, asset management or financing services, without the prior consent of NRENRF, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) may delegate all other Services without the consent of NREdelayed. Asset Manager shall be responsible for overseeing the Services which it is permitted to delegate hereunder. The parties understand and agree that it is anticipated that NRE may, in its discretion, NRF may continue to enter into joint venture and partnership arrangements with third parties pursuant to which the joint 1 venturer or partner would perform various Services to NRE NRF or the joint venture or partnership and receive certain fees in connection therewith, with any such arrangements being approved by NRF in accordance herewith and consented to by Asset ManagerNSAM, in its NSAM’s sole discretion. (b) Asset Manager hereby accepts such appointment and agrees, during the term hereof, to render the Services described herein for the compensation provided herein. (c) Asset Manager shall for all purposes herein be deemed to be an independent contractor and, except as expressly authorized herein or expressly provided for in investment guidelines approved by the Board of Directors or otherwise approved by the Board of Directors, Asset Manager shall have no authority to act for or represent NRF or any subsidiary in any way or otherwise be deemed an agent of NRF or any subsidiary. (d) Asset Manager shall keep and preserve for the period required by NRF (unless otherwise required or appropriate under applicable law, rule or regulation) any books and records relevant to the provision of its Services to NRF; shall maintain all books and records with respect to NRF’s and any subsidiary’s transactions; and shall render to NRF such periodic and special reports as NRF may reasonably request. Asset Manager agrees that all records that it maintains for NRF and any subsidiary are the property of NRF and/or such subsidiary and will surrender promptly to NRF any such records upon NRF’s request, provided that Asset Manager may retain a copy of such records. 2.