Common use of Covenants and Other Agreements Clause in Contracts

Covenants and Other Agreements. Section 5.01. PRE-CLOSING COVENANTS OF TWO HARBORS LLC. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement or the other applicable Formation Transaction Documentation, Two Harbors LLC shall cause Two Harbors Property to use commercially reasonable efforts to conduct its business and operate and maintain the Properties in the ordinary course of business consistent with past practice, continue to fund the trust accounts of its property managers to fund operating and renovation costs in a manner consistent with past practice, pay its obligations as they become due and payable, and use commercially reasonable efforts to preserve intact its current business organizations and preserve its relationships with customers, tenants, suppliers and others having business dealings with it, in each case consistent with past practice. In addition, and without limiting the generality of the foregoing, during the period from the date hereof to the Closing Date and except in connection with the Formation Transactions, Two Harbors and Two Harbors LLC shall not permit Two Harbors Property or any Subsidiary of Two Harbors Property without the prior written consent of the REIT, which consent may be withheld by the REIT in its sole discretion, to: (a) Issue, deliver, sell transfer, dispose, mortgage, pledge, assign or otherwise encumber, or cause the issuance, delivery, sale, transfer, disposition, mortgage, pledge, assignment or other encumbrance of, any limited liability company or other equity interests in Two Harbors Property or any Subsidiary of Two Harbors Property or any other assets or Properties of Two Harbors Property; (b) Cause or permit Two Harbors Property or its Subsidiaries to: file an entity classification election pursuant to Treasury Regulation Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat Two Harbors LLC or any of its Subsidiaries as an association taxable as a corporation for United States federal income tax purposes (or make any comparable election for state purposes); make or change any other Tax elections; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period; adopt or change any method of Tax accounting; file any amended Tax return; enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; or (c) (i) Declare, set aside or pay any dividends or distributions, (ii) issue or authorize the issuance of any other securities of Two Harbors Property or (iii) purchase, redeem or otherwise acquire any securities of Two Harbors Property; (d) Take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens; (e) Amend, modify or terminate any lease, contract or other instruments relating to the Properties, except in the ordinary course of business consistent with past practice; (f) Adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (g) Materially alter the manner of keeping Two Harbors Property’s books, accounts or records or the accounting practices therein reflected; (h) Terminate or amend any existing insurance policies affecting the Properties that results in a reduction in insurance coverage for the Properties so long as such coverage is available at a commercially reasonable cost; (i) Knowingly cause or permit Two Harbors Property to violate, or fail to use commercially reasonable efforts to cure any violation of, any applicable Laws which would have a Two Harbors Material Adverse Effect; (j) Permit or cause Two Harbors LLC to take, any of the actions prohibited by the Formation Transaction Documentation; or (k) Authorize, commit or agree to take any of the foregoing actions.

Covenants and Other Agreements. Section 5.01. PRE-CLOSING COVENANTS OF TWO HARBORS LLC. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement or the other applicable Formation Transaction Documentation, Two Harbors and Two Harbors LLC shall cause Two Harbors Property THCH and each THCH Subsidiary to use commercially reasonable efforts to conduct its their business and operate to service and maintain the Properties Portfolio Investments in the ordinary course of business consistent with past practice, continue to fund the trust accounts of its property managers to fund operating and renovation costs in a manner consistent with past practice, pay its obligations as they become due and payable, and use commercially reasonable efforts to preserve intact its current business organizations and preserve its relationships with customers, tenants, suppliers clients and others having business dealings with it, in each case consistent with past practice. In addition, and without limiting the generality of the foregoing, during the period from the date hereof to the Closing Date and except in connection with the Formation TransactionsTransaction, Two Harbors and Two Harbors LLC shall not permit Two Harbors Property THCH or any Subsidiary of Two Harbors Property THCH Subsidiary, without the prior written consent of the REIT, which consent may be withheld by the REIT in its sole discretion, to: (a) IssueOther than in the normal course of business with respect to financing the Portfolio Investments, issue, deliver, sell transfer, dispose, mortgage, pledge, assign or otherwise encumber, or cause the issuance, delivery, sale, transfer, disposition, mortgage, pledge, assignment or other encumbrance of, any limited liability company or other equity interests in Two Harbors Property THCH or any THCH Subsidiary of Two Harbors Property or any other assets of THCH or Properties of Two Harbors Propertyany THCH Subsidiary; (b) Cause or permit Two Harbors Property THCH or its Subsidiaries any THCH Subsidiary to: file an entity classification election pursuant to Treasury Regulation Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat Two Harbors LLC THCH or any of its Subsidiaries THCH Subsidiary as an association taxable as a corporation for United States federal income tax purposes (or make any comparable election for state purposes); make or change any other Tax elections; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period; adopt or change any method of Tax accounting; file any amended Tax return; enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; or; (c) (i) Declare, set aside or pay any dividends or distributions, (ii) issue or authorize the issuance of any other securities of Two Harbors Property THCH or any THCH Subsidiary or (iii) purchase, redeem or otherwise acquire any securities of Two Harbors PropertyTHCH or any THCH Subsidiary; (d) Take Other than in the normal course of business with respect to financing the Portfolio Investments, take or omit to take any action to cause cause, or allow to exist, any Lien to attach to any Property, except for Permitted Liensasset that is part of the Portfolio Investments or Mortgage Properties; (e) Amend, modify or terminate any leasecontract, contract agreement or other instruments relating to the PropertiesPortfolio Investments, except in the ordinary course of business consistent with past practice; (f) Adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganizationreorganization with respect to THCH; (g) Materially alter the manner of keeping Two Harbors PropertyTHCH’s and its Subsidiaries’ books, accounts or records or the accounting practices therein reflected; (h) Terminate or amend any existing insurance policies affecting the Properties its assets that results in a reduction in insurance coverage for the Properties assets so long as such coverage is available at a commercially reasonable cost; (i) Knowingly cause or permit Two Harbors Property THCH or any THCH Subsidiary to violate, or fail to use commercially reasonable efforts to cure any violation of, any applicable Laws which would have a Two Harbors THCH Material Adverse Effect; (j) Permit or cause Two Harbors LLC THCH to take, any of the actions prohibited by the Formation Transaction Documentation; or (k) Authorize, commit or agree to take any of the foregoing actions.

Covenants and Other Agreements. Section 5.01. PRE-CLOSING COVENANTS OF TWO HARBORS LLC. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement or the other applicable Formation Transaction Documentation, Two Harbors LLC shall cause Two Harbors Property to use commercially reasonable efforts to conduct its business and operate and maintain the Properties in the ordinary course of business consistent with past practice, continue to fund the trust accounts of its property managers to fund operating and renovation costs in a manner consistent with past practice, pay its obligations as they become due and payable, and use commercially reasonable efforts to preserve intact its current business organizations and preserve its relationships with customers, tenants, suppliers and others having business dealings with it, in each case consistent with past practice. In addition, and without limiting the generality of the foregoing, during the period from the date hereof to the Closing Date and except in connection with the Formation Transactions, Two Harbors and Two Harbors LLC shall not permit Two Harbors Property or any Subsidiary of Two Harbors Property without the prior written consent of the REIT, which consent may be withheld by the REIT in its sole discretion, to: (a) Issue, deliver, sell transfer, dispose, mortgage, pledge, assign or otherwise encumber, or cause the issuance, delivery, sale, transfer, disposition, mortgage, pledge, assignment or other encumbrance of, any limited liability company or other equity interests in Two Harbors Property or any Subsidiary of Two Harbors Property or any other assets or Properties of Two Harbors Property; (b) Cause or permit Two Harbors Property or its Subsidiaries to: file an entity classification election pursuant to Treasury Regulation Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat Two Harbors LLC or any of its Subsidiaries as an association taxable as a corporation for United States federal income tax purposes (or make any comparable election for state purposes); make or change any other Tax elections; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period; adopt or change any method of Tax accounting; file any amended Tax return; enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; or (c) (i) Declare, set aside or pay any dividends or distributions, (ii) issue or authorize the issuance of any other securities of Two Harbors Property or (iii) purchase, redeem or otherwise acquire any securities of Two Harbors Property; (d) Take or omit to take any action to cause any Lien to attach to any Property, except for Permitted Liens; (e) Amend, modify or terminate any lease, contract or other instruments relating to the Properties, except in the ordinary course of business consistent with past practice; (f) Adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization; (g) Materially alter the manner of keeping Two Harbors Property’s books, accounts or records or the accounting practices therein reflected; (h) Terminate or amend any existing insurance policies affecting the Properties that results in a reduction in insurance coverage for the Properties so long as such coverage is available at a commercially reasonable cost; (i) Knowingly cause or permit Two Harbors Property to violate, or fail to use commercially reasonable efforts to cure any violation of, any applicable Laws which would have a Two Harbors Material Adverse Effect; (j) Permit or cause Two Harbors LLC to take, any of the actions prohibited by the Formation Transaction Documentation; or (k) Authorize, commit or agree to take any of the foregoing actions.