Obligations of Asset Manager. (a) Unless otherwise specifically required by any provision of the Indenture or this Agreement or by applicable law, the Asset Manager shall not intentionally or with reckless disregard take any action, which would:
(i) materially adversely affect the Issuer for purposes of United States federal or state law or any other law known to the Asset Manager to be applicable to the Issuer,
(ii) not be permitted under the Issuer’s Governing Instruments,
(iii) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, any United States federal, state or other securities law, in each case, known to the Asset Manager to be applicable to the Issuer the violation of which would have a material adverse effect on any Holder,
(iv) require registration of the Issuer or the pool of Collateral as an “investment company” under the Investment Company Act of 1940, as amended (the “Investment Company Act”), or
(v) cause the Issuer to violate the terms of this Agreement, the Indenture or the Collateral Administration Agreement in any material respect, including without limitation any representations of the Issuer given thereunder or pursuant thereto. If the Asset Manager is ordered to take any such action by the Issuer, the Asset Manager shall promptly notify the Issuer and the Trustee in writing of the Asset Manager’s judgment that such action could have one or more of the consequences set forth above and the Asset Manager need not take such an action unless (x) the action would not have the consequences set forth in clause (ii) or (iii) above and (y) the Issuer again requests the Asset Manager to do so and the Trustee and a Majority of the Controlling Class and the Holders of a Majority of the Subordinated Notes have consented thereto in writing. Notwithstanding anything to the contrary herein or in the Indenture, the Asset Manager need not take such action unless arrangements reasonably satisfactory to it are made to insure or indemnify the Asset Manager from any liability it may incur as a result of such action. The Asset Manager covenants that it shall comply in all material respects with all laws and regulations applicable to it in its reasonable discretion or its commercially reasonable judgment in connection with the performance of its duties under this Agreement and the Indenture, assuming that none of the assets of the Issuer are or will be (or are or will be deemed for purposes of ERISA or ...
Obligations of Asset Manager. 13.1 The planning, direction, execution and carrying out of the Projects including the coordination of all consultants shall be managed by the Asset Manager generally in accordance with the Project Feasibility.
13.2 The Asset Manager will be solely responsible for the relationship with the Equity Investors and must use its best endeavours to make any necessary contact with the Equity Investors.
13.3 The Asset Manager agrees to negotiate with third party financiers to obtain the Debt Facility to partially fund the Projects.
13.4 The Asset Manager may execute leases for any Project on behalf of the Equity Investors provided that the face rentals and incentives are generally in accordance with the Project Feasibility for the relevant floor of the building.
13.5 The Asset Manager may incur costs in the performance of its duties only to the extent those costs are:
(a) allowed for in the Project Feasibility and only to the maximum amount provided for in the Project Feasibility including any contingencies; or
(b) additionally up to $10,000 per month in incidentals provided that these costs are directly attributable to the Projects and invoices are presented prior to these expenses being reimbursed.
13.6 The Asset Manager must use its reasonable endeavours with respect to the Projects as appropriate:
(a) arrange for the acquisition;
(b) cause the development of the property to be completed in accordance with the Development Plan and Project Feasibility;
(c) engage, on behalf of the Equity Investors, contractors to carry out the construction of the development of the property in accordance with the Development Plan and Project Feasibility;
(d) prepare and obtain all necessary applications for development approvals and building approvals;
(e) manage and direct the consultants and contractor in the design and development;
(f) engage external consultants and manage/co-ordinate, design and document all aspects of the Project;
(g) report progress with respect to the Project to the Equity Investors on a half yearly basis;
(h) manage the Debt Facility and funds invested by the Equity Investors;
(i) collect and bank all monies received in relation to the leases and pay all expenses and outgoings and thereafter distribute these monies pursuant to this Deed; and
(j) prepare and maintain all accounting and taxation records and reports;
(k) promote, advertise and use its best endeavours to lease or sell;
(l) represent the parties in negotiations with current and prospective te...
Obligations of Asset Manager. 5.1 Asset Manager to manage Investment
Obligations of Asset Manager. The Parties acknowledge and agree that (i) as defined in the header paragraph to this Agreement, the term “Asset Manager” means, collectively, TriStone, PE Properties and PE Partner; and (ii) any and all obligations of the Asset Manager pursuant to this Agreement shall be the joint and several obligation of each of TriStone, PE Properties and PE Partner.
