Common use of Filings; Duty of Members to Cooperate Clause in Contracts

Filings; Duty of Members to Cooperate. The Manager shall promptly cause to be executed, delivered, filed, recorded or published, as appropriate, and the Private Owner will, as requested by the Manager from time to time, execute and deliver, (a) all certificates, documents and other instruments that the Manager deems necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a limited liability company in the State of Delaware or as a foreign limited liability company in all other jurisdictions in which the Company may, or may desire to, conduct business or own Company Property, (b) any amendment to the Certificate or any instrument described in clause (a) required because of, or in order to effectuate, an amendment to this Agreement, or any change in the membership of the Company, in accordance with the terms hereof, (c) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the Manager deems necessary or appropriate to reflect the dissolution and liquidation of the Company pursuant to the terms of this Agreement, and (d) such other certificates, documents and other instruments as are required by Law or by any Governmental Authority to be executed by them in connection with the Business as conducted or proposed to be conducted by the Company from time to time. As soon as reasonably practical after the date hereof, the Manager shall cause the Company to apply for, and thereafter use its reasonable best efforts to obtain, as quickly as possible, and maintain, all such licenses as are required to conduct the Business, including qualifications to conduct business in jurisdictions other than Delaware and licenses to purchase, own or manage the Loans, if the failure to so obtain such licenses would reasonably be expected to result in the imposition of fines, penalties or other liabilities on the Company, claims and defenses being asserted against the Company (including counterclaims and defenses asserted by borrowers under the Loans), or materially adversely affect the Company or the Company’s ability to foreclose on the Underlying Collateral securing or otherwise realize the full value of any Loan or Acquired Property.

Filings; Duty of Members to Cooperate. The Manager shall promptly cause to be executed, delivered, filed, recorded or published, as appropriate, and the Private Owner any former Member will, as requested by the Manager from time to timetime but at the sole expense of the Company, execute and deliver, (ai) all certificates, documents and other instruments that the Manager deems necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a limited liability company in the State of Delaware or as a foreign limited liability company in all other jurisdictions in which the Company may, or may desire to, conduct business or own have Company Property, (bii) any amendment to the Certificate or any instrument described in clause (ai) required because of, or in order to effectuate, an amendment to this Agreement, or any change in the membership of the Company, in accordance with the terms hereof, (ciii) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the Manager deems necessary or appropriate to reflect the dissolution and liquidation of the Company pursuant to the terms of this Agreement, and (div) such other certificates, documents and other instruments as are required by Law law or by any Governmental Authority to be executed by them in connection with the Business as conducted or proposed to be conducted by the Company from time to time. As In addition, as soon as reasonably practical after the date hereof, the Manager Company shall cause the Company to apply forfor and, and thereafter thereafter, use its reasonable best efforts to obtain, as quickly as possible, and maintain, maintain all such licenses as are required to conduct the Business, including qualifications to conduct business in jurisdictions other than Delaware and licenses to purchase, own or manage service the Loans, if the failure to so obtain such licenses would reasonably be expected to result in the imposition of fines, penalties or other liabilities on the Company, claims and defenses being asserted against the Company (including counterclaims and defenses defense asserted by borrowers under the Loans), or materially adversely affect the Company or the Company’s ability to foreclose on the Underlying Collateral collateral securing or otherwise realize the full value of any Loan or Acquired Propertyacquired collateral.

Filings; Duty of Members to Cooperate. The Manager shall promptly cause to be executed, delivered, filed, recorded or published, as appropriate, and the Private Owner will, as requested by the Manager from time to time, execute and deliver, (a) all certificates, documents and other instruments that the Manager deems necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a limited liability company in the State of Delaware or as a foreign limited liability company in all other jurisdictions in which the Company may, or may desire to, conduct business or own Company Property, (b) any amendment to the Certificate or any instrument described in clause (a) required because of, or in order to effectuate, an amendment to this Agreement, or any change in the membership of the Company, in accordance with the terms hereof, (c) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the Manager deems necessary or appropriate to reflect the dissolution and liquidation of the Company pursuant to the terms of this Agreement, and (d) such other certificates, documents and other instruments as are required by Law or by any Governmental Authority to be executed by them in connection with the Business as conducted or proposed to be conducted by the Company from time to time. As soon as reasonably practical after the date hereof, the Manager shall cause the Company to apply for, and thereafter use its reasonable best efforts to obtain, as quickly as possible, and maintain, all such licenses as are required to conduct the Business, including qualifications to conduct business in jurisdictions other than Delaware and licenses to purchase, own or manage the LoansAssets, if the failure to so obtain such licenses would reasonably be expected to result in the imposition of fines, penalties or other liabilities on the Company, claims and defenses being asserted against the Company (including counterclaims and defenses asserted by borrowers any Borrower under the LoansAssets), or materially adversely affect the Company or the Company’s ability to foreclose on the Underlying Collateral securing any Asset or otherwise realize the full value of any Loan Asset or Acquired Property.

Filings; Duty of Members to Cooperate. The Manager Company shall promptly cause to be executed, delivered, filed, recorded or published, as appropriate, and the Private Owner Member will, as requested by the Manager from time to timetime but at the sole expense of the Company, execute and deliverdeliver to the Company, (ai) all certificates, documents and other instruments that the Manager deems necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a limited liability company in the State of Delaware or as a foreign limited liability company in all other jurisdictions in which the Company may, or may desire to, conduct business or own have Company Property, (bii) any amendment to the Certificate or any instrument described in clause (ai) required because of, or in order to effectuate, an amendment to this Agreement, or any change in the membership of the Company, in accordance with the terms hereof, (ciii) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the Manager deems necessary or appropriate to reflect the dissolution and liquidation of the Company pursuant to the terms of this Agreement, and (div) such other certificates, documents and other instruments as are required by Law law or by any Governmental Authority to be executed by them in connection with the Business as conducted or proposed to be conducted by the Company from time to time. As In addition, as soon as reasonably practical after the date hereof, the Manager Company shall cause the Company to apply forfor and, and thereafter thereafter, use its reasonable best efforts to obtain, as quickly as possible, and maintain, maintain all such licenses as are required to conduct the Business, including qualifications to conduct business in jurisdictions other than Delaware and licenses to purchase, own or manage service the Loans, if the failure to so obtain such licenses would reasonably be expected to result in the imposition of fines, penalties or other liabilities on the Company, claims and defenses being asserted against the Company (including counterclaims and defenses defense asserted by borrowers under the Loans), or materially adversely affect the Company or the Company’s ability to foreclose on the Underlying Collateral collateral securing or otherwise realize the full value of any Loan or Acquired Propertyacquired collateral.

Filings; Duty of Members to Cooperate. The Manager shall promptly cause to be executed, delivered, filed, recorded or published, as appropriate, and the Private Owner will, as requested by the Manager from time to time, execute and deliver, (a) all certificates, documents and other instruments that the Manager deems necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a limited liability company in the State of Delaware or as a foreign limited liability company in all other jurisdictions in which the Company may, or may desire to, conduct business or own Company Property, (b) any amendment to the Certificate or any instrument described in clause (a) required because of, or in order to effectuate, an amendment to this Agreement, or any change in the membership of the Company, in accordance with the terms hereof, (c) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the Manager deems necessary or appropriate to reflect the dissolution and liquidation of the Company pursuant to the terms of this Agreement, and (d) such other certificates, documents and other instruments as are required by Law or by any Governmental Authority to be executed by them in connection with the Business as conducted or proposed to be conducted by the Company from time to time. As soon as reasonably practical after the date hereof, the Manager shall cause the Company to apply for, and thereafter use its reasonable best efforts to obtain, as quickly as possible, and maintain, all such licenses as are required to conduct the Business, including qualifications to conduct business in jurisdictions other than Delaware and licenses to purchase, own or manage the Loans, if the failure to so obtain such licenses would reasonably be expected to result in the imposition of fines, penalties or other liabilities on the Company, claims and defenses being asserted against the Company (including counterclaims and defenses asserted by borrowers under the Loans), or materially adversely affect the Company or the Company’s ability to foreclose on the Underlying Collateral securing any Loan or otherwise realize the full value of any Loan or Acquired Property.

Filings; Duty of Members to Cooperate. The Manager Company shall promptly cause to be executed, delivered, filed, recorded or published, as appropriate, and the Private Owner each Member will, as requested by the Manager Company from time to timetime but at the sole expense of the Company, execute and deliver (and cause its Affiliates to execute and deliver, ) to the Company: (a) all certificates, documents and other instruments that the Manager Company deems necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a limited liability company in the State of Delaware or as a foreign limited liability company in all other jurisdictions in which the Company may, or may desire to, conduct business or own have Company Property, ; (b) any amendment to the Certificate certificate of formation of the Company or any instrument described in clause (a) required because of, or in order to effectuate, an amendment to this Agreement, or any change in the membership of the Company, in accordance with the terms hereof, ; (c) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the Manager Company deems necessary or appropriate to reflect the dissolution and liquidation of the Company pursuant to the terms of this Agreement, or the completion thereof; and (d) such other certificates, documents and other instruments (including assumed or fictitious name certificates (or similar documents)) as are required by Law law or by any Governmental Authority to be executed by them in connection with the Business Company’s business as conducted or proposed to be conducted by the Company or any of its Subsidiaries from time to time. As soon as reasonably practical after the date hereof; provided, the Manager however, that no Member shall cause the Company to apply for, and thereafter use its reasonable best efforts to obtain, as quickly as possible, and maintain, all such licenses as are be required to conduct the Business, including qualifications take any action pursuant to conduct business this clause (d) that it considers in jurisdictions good faith may have a materially adverse effect (other than Delaware and licenses to purchase, own or manage by reason of facilitating the Loans, if the failure to so obtain such licenses would reasonably be expected to result in the imposition conduct of fines, penalties or other liabilities on the Company, claims and defenses being asserted against the Company (including counterclaims and defenses asserted ’s business by borrowers under the Loans), or materially adversely affect the Company or the Company’s ability to foreclose any of its Subsidiaries) on the Underlying Collateral securing it or otherwise realize the full value any of any Loan or Acquired Propertyits Affiliates.

Filings; Duty of Members to Cooperate. The Manager shall promptly cause to be executed, delivered, filed, recorded or published, as appropriate, and the Private Owner will, as requested by the Manager from time to timetime but at the sole expense of the Manager, execute and deliver, (a) all certificates, documents and other instruments that the Manager deems necessary or appropriate to form, qualify or continue the existence or qualification of the Company as a limited liability company in the State of Delaware or as a foreign limited liability company in all other jurisdictions in which the Company may, or may desire to, conduct business or own Company Property, (b) any amendment to the Certificate or any instrument described in clause clause (a) required because of, or in order to effectuate, an amendment to this Agreement, or any change in the membership of the Company, in accordance with the terms hereof, (c) all certificates, documents and other instruments (including conveyances and a certificate of cancellation) that the Manager deems necessary or appropriate to reflect the dissolution and liquidation of the Company pursuant to the terms of this Agreement, and (d) such other certificates, documents and other instruments as are required by Law or by any Governmental Authority to be executed by them in connection with the Business as conducted or proposed to be conducted by the Company from time to time. As soon as reasonably practical after the date hereof, the Manager shall shall, at its own expense, cause the Company to apply for, and thereafter use its reasonable best efforts to obtain, as quickly as possible, and maintain, all such licenses as are required to conduct the Business, including qualifications to conduct business in jurisdictions other than Delaware and licenses to purchase, own or manage the Mortgage Loans, if the failure to so obtain such licenses would reasonably be expected to result in the imposition of fines, penalties or other liabilities on the Company, claims and defenses being asserted against the Company (including counterclaims and defenses asserted by borrowers under the Mortgage Loans), or materially adversely affect the Company or the Company’s ability to foreclose on the Underlying Collateral securing or otherwise realize the full value of any Mortgage Loan or Acquired Property.