Common use of Obligations of Collateral Manager Clause in Contracts

Obligations of Collateral Manager. In accordance with the Collateral Manager Standard, the Collateral Manager shall take care to avoid taking any action that would (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law applicable to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with the Collateral Manager Standardperformance standard set forth in Section 2(a), the Collateral Manager shall take care to avoid taking any action that would (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law applicable to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, Act or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clientsclients). If the Collateral Manager is directed ordered by the designated manager of the Issuer or the requisite Holders or beneficial owners of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the designated manager of the Issuer then requests request the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests Subordinated Notes have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose shall not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholdersshareholders, partners, directors, members, managers, directors, officers or employees of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion Opinion of counsel Counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral ManagerManager nor its Affiliates, its affiliates, nor stockholdersshareholders, partners, directors, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with Subject to the Collateral Manager Standardterms of the Indenture and to Section 10 hereof, the Collateral Manager shall use all commercially reasonable efforts to ensure that no action is taken by it, and shall not willfully or in a grossly negligent manner take care to avoid taking any action that which would (a) materially adversely affect the status of the Issuer for purposes of United States U.S. federal or state law, law or any other law which, in the Collateral Manager’s good faith judgment, is applicable to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Managerorganizational documents, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States U.S. federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on adversely affect, in any material respect, any Holder of any Class A Notes, the Issuer business, operations, assets or have a material adverse effect on financial condition of the Issuer, or the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets Collateral as an “investment company” under Section 8 of the 1940 Investment Company Act, or (e) knowingly and willfully adversely affect the Trustee in any material respect, (f) result in the Issuer violating the terms of the Indenture, (g) adversely affect the interests of the Holders of the Notes or the holders of the Interests Secured Parties in the Assets pool of Collateral in any material respect (other than actions (i) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients)clients) or (h) cause (i) the Issuer to take any action or make an election to classify itself as an association taxable as a corporation for federal, state or any applicable tax purposes or (ii) otherwise cause adverse tax consequences to the Issuer, it being understood that, in all circumstances, (x) the Collateral Manager and its Affiliates and their respective members, managers, directors, officers, stockholders, employees and agents shall not be liable to the Issuer except as provided in Section 10 and (y) in connection with the foregoing, the Collateral Manager shall not be required to make any independent investigation of any facts or laws not otherwise known to it in connection with its obligations under this Agreement and the Indenture or the conduct of its business generally. If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, ordered to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequencesaction, the Collateral Manager shall promptly notify the Issuer that Trustee if, in the Collateral Manager’s judgment, such action would, or could reasonably be expected to, in each case in its reasonable business judgment, would have one or more of the consequences set forth above and shall above; provided, that the Collateral Manager need not take such action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such requestIn addition, the Collateral Manager may, in its sole discretion, choose need not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the action. The Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, and its affiliates, nor stockholders, partners, Affiliates and their respective members, managers, directors, officers or officers, stockholders, employees of the Collateral Manager or of its affiliates and agents shall not be liable to the Issuer Issuer, the Trustee, any Secured Party or any other Person, Person except as provided in Section 10. The Collateral Manager covenants that it shall comply in all material respects with applicable laws and regulations relating to its performance under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by of the Issuer Collateral Manager provided for in this Section 7 or Section 10 shall be payable out of the Assets Collateral in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with Unless otherwise required by any provision of the Collateral Manager StandardTransaction Documents or this Agreement or by applicable law, the Collateral Manager shall not intentionally take care to avoid taking any action that action, which it knows or should know would (a) materially adversely affect the status of the Issuer Company for purposes of United States U.S. federal or state law, law or any other law applicable known to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunderCompany, (db) require registration of the Issuer Company or the pool of Assets Company’s assets as an “investment company” under Section 8 of the 1940 Act, (c) not be permitted under the Company’s limited liability company agreement or certificate of formation (including, but not limited to, Section 9 thereof), (d) cause the Company to violate the terms of the Transaction Documents, (e) knowingly and willfully subject the Company to federal, state or other income taxation, or (f) adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets Administrative Agent in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or required hereunder or under the Indenture or (ii) Transaction Documents, including, without limitation, as may result from the performance of any Loan), it being understood that in connection with any action taken in the ordinary course of business of foregoing the Collateral Manager will not be required to make any independent investigation of any facts or laws not otherwise known to it in accordance connection with its fiduciary duties to obligations under this Agreement and the Transaction Documents or the conduct of its Clients)business generally. If the The Collateral Manager is directed by covenants that it shall comply in all material respects with all laws and regulations applicable to it in connection with the Issuer or performance of its duties under this Agreement and the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, Transaction Documents. Notwithstanding anything in each case in its reasonable business judgment, have any such consequencesthis Agreement, the Collateral Manager shall promptly notify the Issuer not take any discretionary action that such action would, or could would reasonably be expected toto cause an Event of Default under the LSA. The Collateral Manager covenants that it shall (i) not hold out the Portfolio Assets as its assets, (ii) take all action to ensure that the Portfolio Assets are held in each case in its reasonable business judgment, have one or more the name of the consequences set forth above Company or, if held by an agent of the Company, clearly designate such agent as being the Company’s agent, and (iii) not fail to correct any known misunderstandings regarding the separate identity of the Company and shall not take such action unless the Issuer then requests the Collateral Manager to do so and both identify itself as a Majority division or department of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactoryCompany.

Obligations of Collateral Manager. In accordance with the Collateral Manager StandardStandard of Care set forth in Section 2(a), the Collateral Manager shall take care to avoid taking any action that would (a) materially adversely affect the status of the Issuer for purposes of the United States federal or state law, law or other law applicable to the Issuerit, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any law of the United States federal, state or other applicable securities law that which is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunderIssuer, (d) require registration of either of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests Issuer in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its ClientsStandard of Care). If the Collateral Manager is directed ordered by the designated manager of the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer and the Trustee that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer Majority of the Controlling Class then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writingso. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose shall not to take such action unless (1i) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholdersshareholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2ii) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion Opinion of counsel Counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral ManagerManager nor its Affiliates, its affiliates, nor stockholdersshareholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory. From and after the occurrence and continuance of an Event of Default, the Collateral Manager shall continue to perform and be bound by the provisions of this Agreement and the Indenture.

Obligations of Collateral Manager. In accordance with the Collateral Manager Standard, the Collateral Manager shall take care to avoid taking any action that would (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law applicable to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders Holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders Holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with (a) Unless otherwise specifically required by any provision of the Collateral Manager StandardIndenture or this Agreement or by applicable law, the Collateral Manager shall not intentionally or with gross negligence or reckless disregard take care to avoid taking any action that would would: (ai) materially adversely affect the status of the Issuer for purposes of United States federal or state law, law or any other law which, in its judgment, is applicable to the Issuer, ; (bii) not be permitted by prohibited under the Issuer’s Organizational Instruments, copies of Governing Instruments and which the Collateral Manager acknowledges has or could reasonably be expected to have a material adverse effect on the Issuer has provided to the Collateral Manager, or any Assets; (ciii) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, Issuer including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer has or could reasonably be expected to have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunderIssuer, or any Assets; (div) require registration of the Issuer or the pool of Assets collateral as an “investment company” under Section 8 the Investment Company Act (it being understood that the Collateral Manager has elected to be treated as a “regulated investment company” within the meaning of the 1940 Act, Internal Revenue Code); (v) cause the Issuer to violate in any material respect the terms of the Indenture or any other agreement contemplated by the Indenture; or (evi) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale this Agreement or under the Indenture or Indenture); (iib) [Reserved]. (c) The Collateral Manager covenants that it shall comply in all material respects with all laws and regulations applicable to it in connection with any action taken in the ordinary course performance of business of its duties under this Agreement and the Collateral Manager in accordance Indenture, unless its failure to comply with its fiduciary duties such laws or regulations is not reasonably expected to its Clients). have a material adverse effect on the Issuer or the Assets. (d) If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, ordered to take any such action which would, or could reasonably be expected to, specified in each case in its reasonable business judgment, have any such consequencesSection 7(a) hereof by the Issuer, the Collateral Manager shall promptly notify the Issuer of the Collateral Manager’s judgment that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, would have one or more of the consequences set forth above in Section 7(a) and shall need not take such action unless the Issuer then again requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have Subordinated Notes has consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose need not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10action. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall will be payable out of the Assets in accordance with the Priority priorities set forth in Article XI of Paymentsthe Indenture. (e) From and after the occurrence and continuance of an Event of Default, and the Collateral Manager may take into account such Priority shall continue to perform and be bound by the provisions of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactoryAgreement and the Indenture.

Obligations of Collateral Manager. In accordance with the Collateral Manager Standard, the Collateral Manager shall (x) take care to avoid knowingly taking any action that would (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law applicable to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, Act or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes Secured Debt or the holders of the Interests Preferred Shares in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Collateral Administration Agreement, the Master Loan Sale Agreement Agreement, or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients), and (y) comply in all material respects with requirements of the U.S. Risk Retention Rules applicable to it in connection with the performance of its duties under this Agreement and the Indenture, in each case, except in such instances in which (i) such requirement is being contested in good faith by appropriate proceedings diligently conducted or (ii) failure to comply therewith would not have a Material Adverse Effect on the Issuer or a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder or under the Indenture. If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes Secured Debt or holders of the InterestsPreferred Shares, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer and the Rating Agencies that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the initial member of the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests Preferred Shares have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholders, partners, members, managers, directorsofficers, officers employees or employees shared personnel of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliatesAffiliates, nor stockholders, partners, members, managers, directorsofficers, officers employees or employees shared personnel of the Collateral Manager or of its affiliates Affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with the Collateral Manager StandardStandard of Care set forth in Section 2(b), the Collateral Manager shall not intentionally take care to avoid taking any action that it knows would (a) materially adversely affect the status of cause the Issuer to elect to be treated as a corporation for purposes of United States U.S. federal or state law, or other law applicable to the Issuerincome tax purposes, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, or to the extent consented to by the Collateral Manager, amendments thereto, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it andthe Issuer, and in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunderEffect, (d) require registration of the Issuer, the Co-Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, Investment Company Act or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests Issuer in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its ClientsStandard of Care). If the Collateral Manager is directed ordered by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer and the Trustee that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests Subordinated Notes have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose shall not to take such action unless (1i) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholdersshareholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2ii) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel reasonably satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral ManagerManager nor its Affiliates, its affiliates, nor stockholdersshareholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with the (a) The Collateral Manager Standardto the extent required under the Indenture, and on behalf of the Issuer, shall: (i) engage the services of an Independent certified accountant to prepare any United States federal, state or local income tax or information returns and any non-United States income tax or information returns that the Issuer may from time to time be required to file under applicable law (each a “Tax Return”), (ii) deliver, at least thirty (30) days before any applicable due date upon which penalties and interest would accrue, each Tax Return, properly completed, to the Company Administrator for signature by an Authorized Officer of the Issuer and (iii) file or deliver such Tax Return on behalf of the Issuer within any applicable time limit with any authority or Person as required under applicable law. (b) Unless otherwise required by any provision of the Indenture or this Agreement or by applicable law, the Collateral Manager shall not take care to avoid taking any action that which it knows, or acting with gross negligence, would (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, law or any other law known to the Collateral Manager to be applicable to the Issuer, (b) not be permitted by under the Issuer’s Organizational Instruments, copies Memorandum and Articles of which Association or the Collateral Manager acknowledges the Issuer has provided to the Collateral ManagerCo-Issuer’s limited liability company agreement, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer, the Co-Issuer or the pool of Assets as an “investment company” under Section 8 the Investment Company Act or (d) cause the Issuer to violate the terms of the 1940 ActIndenture, including any representation or (e) knowingly certification to be given by the Issuer thereunder or pursuant thereto, it being understood that in connection with the foregoing the Collateral Manager will not be required to make any independent investigation of any facts or laws not otherwise known to it in connection with its obligations under this Agreement and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or under the Indenture or (ii) the conduct of its business generally. The Collateral Manager will perform its duties under this Agreement and the Indenture in connection with any action taken a manner reasonably intended not to subject the Issuer to U.S. federal or state income taxation, it being understood that, notwithstanding anything to the contrary set forth herein or in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequencesIndenture, the Collateral Manager shall promptly notify be deemed to have complied with the requirements of the Indenture and any certifications, certificates or other related documents required pursuant to the Indenture in connection with not subjecting the Issuer that such action wouldto U.S. federal or state income taxation, if it satisfies the requirements set forth in this sentence and will not be liable to the Trustee, the Holders of the Notes, the Co-Issuers, the Co-Issuers’ creditors or any other Person as a result of the Issuer engaging, or could reasonably be expected toa determination that the Issuer has engaged, in each case in its a U.S. trade or business for U.S. federal income tax purposes if it has complied with this section. The Collateral Manager shall use all commercially reasonable business judgmentefforts to ensure that no action is taken by it, have one or more of the consequences set forth above and shall not intentionally or with reckless disregard take such action unless the Issuer then requests any action, which the Collateral Manager knows or reasonably should know would have a materially adverse United States federal or state income tax effect on the Issuer. (c) Notwithstanding anything to do so and both a Majority of the Controlling Class and a Majority of contrary herein, but subject to the Interests have consented thereto standard set forth in writing. Notwithstanding any such requestSection 1 hereof, the Collateral Manager mayor any of its Affiliates may take any action that is not specifically prohibited by the Indenture, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure this Agreement or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of applicable law that the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees Affiliate of the Collateral Manager Managers deems to be in its (or in its portfolio’s) best interest regardless of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and impact on the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactoryDebt Securities.

Obligations of Collateral Manager. In accordance with the Collateral Manager Standard, the Collateral Manager shall not intentionally take care to avoid taking any action that which the Collateral Manager knows would (a) materially adversely affect the status of either of the Issuer or the Co-Issuer for purposes of the laws of the Bermuda, United States federal or state law, or other law applicable to the Issuereither of them, (b) not be permitted by either of the Issuer’s or the Co-Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over either of the Issuer or the Co-Issuer, including, without limitation, actions which would violate any law of Bermuda or United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it andlaw, in each case, case the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability either of the Collateral Manager to perform its obligations hereunderthem, (d) require registration of either of the Issuer or the Co-Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, Investment Company Act or (e) knowingly and willfully adversely affect the interests cause either of the Holders Issuer or the Co-Issuer to violate any material provision of the Notes or Indenture, the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Refinancing Purchase Agreement or under the Indenture or (ii) any other Transaction Document. The Collateral Manager covenants that it shall comply with all laws and regulations applicable to it in connection with the performance of its duties under this Agreement and the Indenture to the extent failure to comply would have a material adverse effect on the Issuer or the Assets. Notwithstanding anything in this Agreement, the Collateral Manager shall not take any discretionary action taken that, in the ordinary course of business reasonable belief of the Collateral Manager in accordance with its fiduciary duties Manager, would reasonably be expected to its Clients)cause an Event of Default under the Indenture. If the Collateral Manager is directed ordered by the Issuer Board of Directors or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, would have any such consequences, the Collateral Manager shall promptly notify the Issuer Issuer, the Rating Agency and the Collateral Trustee of the Collateral Manager’s judgment that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, would have one or more of the consequences set forth above and shall need not take such action unless the Issuer Board of Directors then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writingso. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose need not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholders, partners, members, managers, directorsofficers, officers agents or employees of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manageraction. Neither the Collateral Manager, Manager nor its affiliates, nor stockholders, partnersAffiliates, members, managers, directorsofficers, officers agents or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments. The Collateral Manager covenants for the benefit of the Issuer that, so long as the Secured Debt is Outstanding, it will retain 100% of the Outstanding Subordinated Notes and shall not transfer such Subordinated Notes unless it receives, in connection with any proposed transfer, written advice of counsel of nationally recognized standing in the United States that is experienced in such matters to the effect that such proposed transfer will not require the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactoryto register as an investment adviser under the Advisers Act.

Obligations of Collateral Manager. In accordance with the Collateral Manager Standard, the Collateral Manager shall (a) take care to avoid taking any action that would (ai) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law applicable to the Issuer, (bii) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (ciii) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (div) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, (v) [reserved], or (evi) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests Issuer in the Assets in any material respect (other than (iA) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (iiB) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients)clients) and (b) comply in all material respects with requirements of the U.S. Risk Retention Rules applicable to it in connection with the performance of its duties under this Agreement and the Indenture, in each case, except in such instances in which (i) such requirement, order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) failure to comply therewith would not have a Material Adverse Effect on the Issuer or a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder or under the Indenture. If the Collateral Manager is directed ordered by the sole member of the Issuer or the requisite Holders holders or beneficial owners of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the sole member of the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests Subordinated Notes have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose shall not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholdersmembers, shareholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion Opinion of counsel Counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, Manager nor its affiliates, nor stockholdersshareholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory. So long as the Secured Notes are Outstanding, the Collateral Manager will directly or indirectly own 100% of the Outstanding Subordinated Notes (through its ownership of the U.S. Retention Holder) and will not cause the transfer such Subordinated Notes unless it receives, in connection with any proposed transfer, written advice of counsel of nationally recognized standing in the United States that is experienced in such matters to the effect that such proposed transfer will not require the Collateral Manager to register as an investment adviser under the Advisers Act.

Obligations of Collateral Manager. In accordance with the Collateral Manager Standard, the The Collateral Manager shall take care to avoid taking not intentionally or with reckless disregard take, any action that which in its good faith judgment would (a) materially adversely affect the status of the Issuer for purposes of United States the laws of the Cayman Islands, U.S. federal or state law, law or other law which, in its judgment, made in good faith, is applicable to the Issuer, (b) not be permitted by the Issuer’s Organizational Underlying Instruments, copies of which the Collateral Manager Issuer acknowledges the Issuer it has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States law of the Cayman Islands or U.S. federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it andlaw, in each case, case the violation of which would have a Material Adverse Effect on the Issuer or which could reasonably be expected to have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunderIssuer, any Assets or any Holder (d) require registration of the Issuer, the Co-Issuer or the pool of Assets as an “investment company” under Section 8 the Investment Company Act (it being understood that the Collateral Manager has elected to be treated as a “regulated investment company” within the meaning of the 1940 ActInternal Revenue Code), or (e) knowingly and willfully cause the Issuer or the Trustee to violate any provision of the Indenture including, without limitation, any representations to be given by the Issuer thereunder or pursuant thereto on or after the date hereof or (f) adversely affect the interests of the Holders of the any Class of Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its ClientsIndenture). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral ManagerManager nor its directors, its affiliatesofficers, nor stockholders, partners, members, managers, directors, officers managers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 1010 of this Agreement. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and Payments set forth in Article XI of the Indenture. The Collateral Manager may take into account shall not change the location from which it performs its duties under this Agreement from the State of Kansas if such Priority of Payments in determining whether change would cause the Issuer to be subject to any proposed indemnity arrangements contemplated by this Section 7 are satisfactorymaterial additional U.S. federal, state or local income or franchise taxes.

Obligations of Collateral Manager. In accordance with the Collateral Manager Standardperformance standard set forth in Section 2(a), the Collateral Manager shall take care to avoid taking any action that would (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law applicable to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clientsclients). If the Collateral Manager is directed ordered by the designated manager of the Issuer or the requisite Holders or beneficial owners of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the designated manager of the Issuer then requests request the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests Subordinated Notes have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose shall not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholdersshareholders, partners, directors, members, managers, directors, officers or employees of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion Opinion of counsel Counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral ManagerManager nor its Affiliates, its affiliates, nor stockholdersshareholders, partners, directors, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with (a) Unless otherwise required by a provision of the Collateral Manager StandardIndenture or this Agreement or by applicable law, the Collateral Manager shall use all commercially reasonable efforts to ensure that no action is taken by it, and shall not intentionally or with negligent disregard take care any action, which the Collateral Manager knows or reasonably should know (i) could reasonably be expected to avoid taking any action that would (a) materially adversely affect the status of Issuer or the Co-Issuer for purposes of Cayman Islands law, Delaware law, United States federal or state law, law or any other law known to the Collateral Manager to be applicable to the Issuer or the Co-Issuer, (bii) would not be permitted by under the Issuer or the Co-Issuer’s Organizational InstrumentsGoverning Documents, copies (iii) would require registration of which the Issuer or the Co-Issuer or the Collateral as an “investment company” under the Investment Company Act, (iv) would cause the Issuer or the Co-Issuer to violate the terms of the Indenture or any other agreement, representation or certification contemplated by or provided pursuant to the Indenture, (v) would cause the Issuer to fail to qualify as a Qualified REIT Subsidiary unless the Issuer has received an opinion of Dechert LLP, Skadden, Arps, Slate, Mxxxxxx & Fxxx LLP or another nationally recognized tax counsel experienced in such matters that the Issuer will be treated as a foreign corporation that will not be treated as engaged in a trade or business in the United States for federal income tax purposes, (vi) would have a materially adverse United States federal or state income tax effect on the Issuer or (vii) would result in the Issuer entering into any “reportable transactions” in connection with the U.S. Internal Revenue Service tax shelter rules unless the Collateral Manager acknowledges notifies the Issuer has provided immediately after entering into any such reportable transactions. The Collateral Manager shall not take any action that would cause the Issuer to be required to register as or become subject to regulatory supervision or other legal requirements under the laws of any country or political subdivision thereof as a bank, insurance company or finance company. The Collateral Manager shall not take any action that would cause the Issuer to be treated as a bank, insurance company or finance company for purposes of (i) any tax, securities law or other filing or submission made to any governmental authority, (ii) any application made to a rating agency or (iii) qualification for any exemption from tax, securities law or any other legal requirements. The Collateral Manager shall not cause the Issuer to hold itself out to the public as a bank, insurance company or finance company. The Collateral ManagerManager shall not cause the Issuer to hold itself out to the public, through advertising or otherwise, as originating loans, lending funds, or making a market in loans, derivative financial instruments or other assets. The Collateral Manager shall not have any liability under this Section 14 for any action taken by the Collateral Manager in good faith in reliance on information provided by the Issuers or the Trustee. (cb) violate any lawThe Collateral Manager to the extent required under the Indenture, rule or regulation and on behalf of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate shall: (i) engage the services of an Independent certified accountant to prepare any United States federal, state or other local income tax or information returns and any non-United States income tax or information returns that the Issuer may from time to time be required to file under applicable securities law that is known (each a “Tax Return”), (ii) deliver, at least 30 days before any applicable due date upon which penalties and interest would accrue, each Tax Return, properly completed, to the Company Administrator for signature by an Authorized Officer of the Issuer and (iii) file or deliver such Tax Return on behalf of the Issuer within any applicable time limit with any authority or Person as required under applicable law. (c) Notwithstanding anything to the contrary herein, the Collateral Manager to be or any of its Affiliates may take any action that is not specifically prohibited by the Indenture, this Agreement or applicable to it and, in each case, law that the violation of which would have a Material Adverse Effect on the Issuer Collateral Manager or have a material adverse effect on the ability any Affiliate of the Collateral Manager deems to perform be in its obligations hereunder, (dor in its portfolio’s) require registration best interest regardless of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of its impact on the Collateral Manager in accordance with its fiduciary duties to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with the Collateral Manager Standardperformance standard set forth in Section 2(a), the Collateral Manager shall take care to avoid taking any action that would (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law applicable to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, Investment Company Act or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clientsclients). If the Collateral Manager is directed ordered by the designated manager of the Issuer or the requisite Holders or beneficial owners of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the designated manager of the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose shall not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholdersshareholders, partners, directors, members, managers, directors, officers or employees of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion Opinion of counsel Counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral ManagerManager nor its Affiliates, its affiliates, nor stockholdersshareholders, partners, directors, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. (a) In accordance with the Collateral Manager Standardperformance standard set forth in Section 2(a), the Collateral Manager shall (a) take care to avoid taking any action that would (ai) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law applicable to the Issuer, (bii) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (ciii) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (div) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 the Investment Company Act (it being understood that the manager has elected to be treated as a “regulated investment company” within the meaning of the 1940 ActInternal Revenue Code), or (ev) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests Issuer in the Assets in any material respect (other than (iA) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (iiB) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients). If clients) and (b) comply in all material respects with requirements of the Collateral Manager U.S. Risk Retention Rules applicable to it in connection with the performance of its duties under this Agreement and the Indenture, in each case, except in such instances in which (i) such requirement, order, writ, injunction or decree is directed being contested in good faith by appropriate proceedings diligently conducted or (ii) failure to comply therewith would not have a Material Adverse Effect on the Issuer or a material adverse effect on the requisite Holders ability of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in perform its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure obligations hereunder or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.under the

Obligations of Collateral Manager. In accordance with the Collateral Manager StandardStandard of Care set forth in Section 2(b), the Collateral Manager shall not intentionally take care to avoid taking any action that it knows, or should know, would (a) materially adversely affect the status of the Issuer for purposes of the United States federal or state law, law or other law applicable to the Issuerit, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, or to the extent consented thereto by the Collateral Manager, amendments thereto, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it the Issuer and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, Investment Company Act or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests Issuer in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its ClientsStandard of Care). If the Collateral Manager is directed ordered by the managers of the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer and the Trustee that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the managers of the Issuer then requests request the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests Subordinated Notes have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose shall not to take such action unless (1i) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholdersshareholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2ii) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion Opinion of counsel Counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral ManagerManager nor its Affiliates, its affiliates, nor stockholdersshareholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with (a) Unless otherwise required by a provision of the Collateral Manager StandardIndenture or this Agreement or by applicable law, the Collateral Manager shall use all commercially reasonable efforts to ensure that no action is taken by it, and shall not intentionally or with negligent disregard take care any action, which the Collateral Manager knows or reasonably should know (i) could reasonably be expected to avoid taking any action that would (a) materially adversely affect the status of Issuer or the Co-Issuer for purposes of Cayman Islands law, Delaware law, United States federal or state law, law or any other law known to the Collateral Manager to be applicable to the Issuer or the Co-Issuer, (bii) would not be permitted by under the Issuer or the Co-Issuer’s Organizational InstrumentsGoverning Documents, copies (iii) would require registration of which the Issuer or the Co-Issuer or the Collateral as an “investment company” under the 1940 Act, (iv) would cause the Issuer or the Co-Issuer to violate the terms of the Indenture or any other agreement, representation or certification contemplated by or provided pursuant to the Indenture, (v) would cause the Issuer to fail to qualify as a Qualified REIT Subsidiary unless the Issuer has received an opinion of Dechert LLP, Xxxxxx & Xxxxxx LLP or another nationally recognized tax counsel experienced in such matters that the Issuer will be treated as a foreign corporation that will not be treated as engaged in a trade or business in the United States for federal income tax purposes, (vi) would have a materially adverse United States federal or state income tax effect on the Issuer or (vii) would result in the Issuer entering into any “reportable transactions” in connection with the U.S. Internal Revenue Service tax shelter rules unless the Collateral Manager acknowledges notifies the Issuer has provided immediately after entering into any such reportable transactions. The Collateral Manager shall not take any action that would cause the Issuer to be required to register as or become subject to regulatory supervision or other legal requirements under the laws of any country or political subdivision thereof as a bank, insurance company or finance company. The Collateral Manager shall not take any action that would cause the Issuer to be treated as a bank, insurance company or finance company for purposes of (i) any tax, securities law or other filing or submission made to any governmental authority, (ii) any application made to a rating agency or (iii) qualification for any exemption from tax, securities law or any other legal requirements. The Collateral Manager shall not cause the Issuer to hold itself out to the public as a bank, insurance company or finance company. The Collateral ManagerManager shall not cause the Issuer to hold itself out to the public, through advertising or otherwise, as originating loans, lending funds, or making a market in loans, derivative financial instruments or other assets. The Collateral Manager shall not have any liability under this Section 14 for any action taken by the Collateral Manager in good faith in reliance on information provided by the Issuers or the Trustee. (cb) violate any lawThe Collateral Manager to the extent required under the Indenture, rule or regulation and on behalf of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate shall: (i) engage the services of an Independent certified accountant to prepare any United States federal, state or other local income tax or information returns and any non-United States income tax or information returns that the Issuer may from time to time be required to file under applicable securities law that is known (each a “Tax Return”), (ii) deliver, at least 30 days before any applicable due date upon which penalties and interest would accrue, each Tax Return, properly completed, to the Company Administrator for signature by an Authorized Officer of the Issuer and (iii) file or deliver such Tax Return on behalf of the Issuer within any applicable time limit with any authority or Person as required under applicable law. (c) Notwithstanding anything to the contrary herein, the Collateral Manager to be or any of its Affiliates may take any action that is not specifically prohibited by the Indenture, this Agreement or applicable to it and, in each case, law that the violation of which would have a Material Adverse Effect on the Issuer Collateral Manager or have a material adverse effect on the ability any Affiliate of the Collateral Manager deems to perform be in its obligations hereunder, (dor in its portfolio’s) require registration best interest regardless of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of its impact on the Collateral Manager in accordance with its fiduciary duties to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with the Collateral Manager Standardperformance standard set forth in Section 2(a), the Collateral Manager shall take care to avoid taking any action that would (a) materially adversely affect the status of the Issuer Borrower for purposes of United States federal or state law, or other law applicable to the IssuerBorrower, (b) not be permitted by the IssuerBorrower’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer Borrower has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the IssuerBorrower, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer Borrower or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer Borrower or the pool of Assets assets owned by the Borrower as an “investment company” under Section 8 of the 1940 Investment Company Act, (e) [reserved], or (ef) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests Borrower in the Warehouse Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture Credit Agreement or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clientsclients). If the Collateral Manager is directed ordered by the Issuer Borrower or the requisite Holders of the Notes or holders of the Interests, as applicable, Subordinated Lenders to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer Borrower that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer Borrower then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests Subordinated Lenders have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose shall not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholdersmembers, shareholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer Borrower delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer Borrower or over the Collateral Manager. Neither the Collateral ManagerManager nor its Affiliates, its affiliates, nor stockholdersshareholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer Borrower or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with the Collateral Manager Standardperformance standard set forth in Section 2(a), the Collateral Manager shall take care to avoid taking any action that would (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law applicable to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, Act or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clientsclients). If the Collateral Manager is directed ordered by the Issuer board of directors of Gxxxx Capital Investment Corporation or the requisite Holders or beneficial owners of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer board of directors of Gxxxx Capital Investment Corporation then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose shall not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholdersshareholders, partners, directors, members, managers, directors, officers or employees of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion Opinion of counsel Counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral ManagerManager nor its Affiliates, its affiliates, nor stockholdersshareholders, partners, directors, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with the (a) The Collateral Manager Standardto the extent required under the Indenture, and on behalf of the Issuer, shall: (i) engage the services of an Independent certified accountant to prepare any United States Federal, state or local income tax or information returns and any non-United States income tax or information returns that the Issuer may from time to time be required to file under applicable law (each a “Tax Return”), (ii) deliver, at least 30 days before any applicable due date upon which penalties and interest would accrue, each Tax Return, properly completed, to the Company Administrator for signature by an Authorized Officer of the Issuer and (iii) file or deliver such Tax Return on behalf of the Issuer within any applicable time limit with any authority or Person as required under applicable law. (b) Unless otherwise required by any provision of the Indenture or this Agreement or by applicable law, the Collateral Manager shall not take care to avoid taking any action that which it knows, or acting with gross negligence, would (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, law or any other law known to the Collateral Manager to be applicable to the Issuer, (b) not be permitted by under the Issuer’s Organizational Instruments, copies Memorandum and Articles of which Association or the Collateral Manager acknowledges the Issuer has provided to the Collateral ManagerCo-Issuer’s limited liability company agreement, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer, the Co-Issuer or the pool of Assets as an “investment company” under Section 8 the Investment Company Act or (d) cause the Issuer to violate the terms of the 1940 ActIndenture, it being understood that in connection with the foregoing the Collateral Manager will not be required to make any independent investigation of any facts or (e) knowingly laws not otherwise known to it in connection with its obligations under this Agreement and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or under the Indenture or (ii) the conduct of its business generally. The Collateral Manager will perform its duties under this Agreement and the Indenture in connection with any action taken a manner reasonably intended not to subject the Issuer to U.S. federal or state income taxation, it being understood that, notwithstanding anything to the contrary set forth herein or in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequencesIndenture, the Collateral Manager shall promptly notify be deemed to have complied with the requirements of the Indenture and any certifications, certificates or other related documents required pursuant to the Indenture in connection with not subjecting the Issuer that such action wouldto U.S. federal or state income taxation, if it satisfies the requirements set forth in this sentence and will not be liable to the Trustee, the Holders of the Notes, the Co-Issuers, the Co-Issuers’ creditors or any other Person as a result of the Issuer engaging, or could reasonably be expected toa determination that the Issuer has engaged, in each case in its a U.S. trade or business for U.S. federal income tax purposes if it has complied with this section. The Collateral Manager shall use all commercially reasonable business judgmentefforts to ensure that no action is taken by it, have one or more of the consequences set forth above and shall not intentionally or with reckless disregard take such action unless the Issuer then requests any action, which the Collateral Manager knows or reasonably should know would have a materially adverse United States federal or state income tax effect on the Issuer. (c) Notwithstanding anything to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such requestcontrary herein, the Collateral Manager mayor any of its Affiliates may take any action that is not specifically prohibited by the Indenture, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure this Agreement or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of applicable law that the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees Affiliate of the Collateral Manager Managers deems to be in its (or in its portfolio’s) best interest regardless of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and impact on the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactoryDebt Securities.

Obligations of Collateral Manager. In accordance with the Collateral Manager Standard, the Collateral Manager shall not intentionally take care to avoid taking any action that which the Collateral Manager knows would (a) materially adversely affect the status of either of the Issuer or the Co-Issuer for purposes of the laws of the Cayman Islands, United States federal or state law, or other law applicable to the Issuereither of them, (b) not be permitted by either of the Issuer’s or the Co-Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any 11 law, rule or regulation of any governmental body or agency having jurisdiction over either of the Issuer or the Co-Issuer, including, without limitation, actions which would violate any law of the Cayman Islands or United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it andlaw, in each case, case the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability either of the Collateral Manager to perform its obligations hereunderthem, (d) require registration of either of the Issuer or the Co-Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, Investment Company Act or (e) knowingly and willfully adversely affect the interests cause either of the Holders Issuer or the Co-Issuer to violate any material provision of the Notes or Indenture, the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Purchase Agreement or under the Indenture or (ii) any other Transaction Document. The Collateral Manager covenants that it shall comply with all laws and regulations applicable to it in connection with the performance of its duties under this Agreement and the Indenture to the extent failure to comply would have a material adverse effect on the Issuer or the Assets. Notwithstanding anything in this Agreement, the Collateral Manager shall not take any discretionary action taken that, in the ordinary course of business reasonable belief of the Collateral Manager in accordance with its fiduciary duties Manager, would reasonably be expected to its Clients)cause an Event of Default under the Indenture. If the Collateral Manager is directed ordered by the Issuer Board of Directors or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, would have any such consequences, the Collateral Manager shall promptly notify the Issuer Issuer, the Applicable Rating Agencies and the Trustee of the Collateral Manager’s judgment that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, would have one or more of the consequences set forth above and shall need not take such action unless the Issuer Board of Directors then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writingso. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose need not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholders, partners, members, managers, directorsofficers, officers agents or employees of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manageraction. Neither the Collateral Manager, Manager nor its affiliates, nor stockholders, partnersAffiliates, members, managers, directorsofficers, officers agents or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments. The Collateral Manager covenants for the benefit of the Issuer that, so long as the Secured Notes are Outstanding, it will retain 100% of the Outstanding Subordinated Notes and shall not transfer such Subordinated Notes unless it receives, in connection with any proposed transfer, written advice of counsel of nationally recognized standing in the United States that is experienced in such matters to the effect that such proposed transfer will not require the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactoryto register as an investment adviser under the Advisers Act.

Obligations of Collateral Manager. In accordance with the Collateral Manager Standard, the Collateral Manager shall take care to avoid taking any action that would (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law that is known by the Collateral Manager to be applicable to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests Obligations in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the InterestsObligations, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests Subordinated Notes have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any material law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliatesAffiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates Affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of PaymentsDistributions, and the Collateral Manager may take into account such Priority of Payments Distributions in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with the (a) The Collateral Manager Standardto the extent required under the Indenture, and on behalf of the Issuer, shall: (i) engage the services of an Independent certified accountant to prepare any United States Federal, state or local income tax or information returns and any non United States income tax or information returns that the Issuer may from time to time be required to file under applicable law (each a “Tax Return”), (ii) deliver, at least 30 days before any applicable due date upon which penalties and interest would accrue, each Tax Return, properly completed, to the Company Administrator for signature by an Authorized Officer of the Issuer and (iii) file or deliver such Tax Return on behalf of the Issuer within any applicable time limit with any authority or Person as required under applicable law. (b) Unless otherwise required by any provision of the Indenture or this Agreement or by applicable law, the Collateral Manager shall not take care to avoid taking any action that which it knows would , or acting without gross negligence would know, (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, law or any other law known to the Collateral Manager to be applicable to the Issuer, (b) not be permitted by under the Issuer’s Organizational Instruments, copies Certificate of which the Collateral Manager acknowledges the Issuer has provided to the Collateral ManagerTrust and Trust Agreement, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 the Investment Company Act or (d) cause the Issuer to violate the terms of the 1940 ActIndenture, it being understood that in connection with the foregoing the Collateral Manager will not be required to make any independent investigation of any facts or (e) knowingly laws not otherwise known to it in connection with its obligations under this Agreement and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or under the Indenture or (ii) the conduct of its business generally. The Collateral Manager will perform its duties under this Agreement and the Indenture in connection a manner reasonably intended not to subject the Issuer to U.S. federal or state income taxation. The Collateral Manager shall use all commercially reasonable efforts to ensure that no action is taken by it, and shall not intentionally or with reckless disregard take any action taken in the ordinary course of business of action, which the Collateral Manager in accordance with its fiduciary duties knows or reasonably should know would have a materially adverse United States federal or state income tax effect on the Issuer. (c) Notwithstanding anything to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequencescontrary herein, the Collateral Manager shall promptly notify or any of its Affiliates may take any action that is not specifically prohibited by the Issuer Indenture, this Agreement or applicable law that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding or any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliate of the Collateral Manager Managers deems to be in its (or in its portfolio’s) best interest regardless of its impact on the Collateral Obligations; provided that when taking such action it is not acting in any capacity for the Issuer and stockholders, partners, members, managers, directors, officers or employees of provided that the Collateral Manager or such affiliates from Affiliate is not taking any liability and expense it may incur as a result of such action and (2) if to prevent or impede the Collateral Manager so requests in respect of a question of lawfrom performing its duties hereunder or under the Indenture, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any lawincluding, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Managerwithout limitation, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets acting in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactoryServicing Standard.

Obligations of Collateral Manager. In accordance with Subject to the Collateral Manager Standardterms of the Indenture and to Section 10 hereof, the Collateral Manager shall use all commercially reasonable efforts and act in good faith to ensure that no action is taken by it, and shall not intentionally or with reckless disregard take care to avoid taking any action that action, which would (a) materially adversely affect the status of the Issuer for purposes of United States U.S. federal or state law, law or any other law which, in the Collateral Manager’s good faith judgment is applicable to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Managerorganizational documents, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States U.S. federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on adversely affect, in any material respect, the Issuer business, operations, assets or have a material adverse effect on financial condition of the Issuer, or the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets Collateral as an “investment company” under Section 8 the Investment Company Act (and such requirement has not been eliminated after a period of the 1940 Act45 days), or (e) knowingly and willfully result in the Issuer violating the terms of, or result in a Default under, the Indenture, including, without limitation, any representations made thereunder with respect to the Assets or (f) adversely affect the interests of the Holders of the Notes or the holders of the Interests Secured Parties in the pool of Assets in any material respect (other than (i) as expressly actions permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (ii) Indenture); provided that it is understood that, in connection with the |US-DOCS\153065469.7|| foregoing provisions and any action taken in other provision of this Agreement and any other Transaction Document (including the ordinary course of business of Indenture) applicable to the Collateral Manager, the Collateral Manager shall not be required to make any independent investigation of any laws or regulations or interpretations thereof that may affect or be applicable to the holders of the Debt. It is further understood that the Collateral Manager and its Affiliates and their respective principals, partners, members, stockholders, directors, managers, managing directors, officers, employees and agents shall not be liable to the Issuer, the Trustee, the Fiscal Agent, any Secured Party or any other Person except as provided in accordance with its fiduciary duties to its Clients)Section 10. If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, ordered to take any action by the Issuer (which would, or could reasonably may be expected toby the Board of Managers) that, in each case in its reasonable business the Collateral Manager’s sole judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, would have one or more of the consequences set forth above above, the Collateral Manager shall notify promptly the Issuer, the Trustee and shall the Rating Agency; provided that the Collateral Manager need not take such action unless the Issuer then (which may be by the Board of Managers) again requests the Collateral Manager to do so and both a Majority of the Controlling Class Trustee and a Majority of the Interests Holders of the Debt (voting separately by Class) have consented thereto in writing. Notwithstanding any such requestIn addition, the Collateral Manager may, in its sole discretion, choose need not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the action. The Collateral Manager so requests covenants that it shall comply in respect of a question of law, the Issuer delivers all material respects with applicable laws and regulations relating to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10performance under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or and in Section 10 shall be payable out of the Assets as an Administrative Expense in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. (a) In accordance with the Collateral Manager Standardperformance standard set forth in Section 2(a), the Collateral Manager shall (a) take care to avoid taking any action that would (ai) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law applicable to the Issuer, (bii) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (ciii) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (div) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 the Investment Company Act (it being understood that the manager has elected to be treated as a “regulated investment company” within the meaning of the 1940 ActInternal Revenue Code), or (ev) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests Issuer in the Assets in any material respect (other than (iA) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (iiB) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients)clients) and (b) comply in all material respects with requirements of the U.S. Risk Retention Rules applicable to it in connection with the performance of its duties under this Agreement and the Indenture, in each case, except in such instances in which (i) such requirement, order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) failure to comply therewith would not have a Material Adverse Effect on the Issuer or a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder or under the Indenture. If the Collateral Manager is directed ordered by the Designated Manager of the Issuer or the requisite Holders or beneficial owners of the Notes or holders of the Interests, as applicable, Debt to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Designated Manager of the Issuer then requests request the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests Subordinated Notes have consented thereto in writing. The Collateral Manager shall provide S&P (if then rating a Class of Secured Debt) with notice of any action taken in accordance with the previous sentence. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose shall not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.Affiliates

Obligations of Collateral Manager. In accordance with (a) Unless otherwise required by a provision of the Collateral Manager StandardIndenture or this Agreement or by applicable law, the Collateral Manager shall use all commercially reasonable efforts to ensure that no action is taken by it, and shall not intentionally or with negligent disregard take care any action, which the Collateral Manager knows or reasonably should know (i) could reasonably be expected to avoid taking any action that would (a) materially adversely affect the status of Issuer or the Co-Issuer for purposes of Cayman Islands law, Delaware law, United States federal or state law, law or any other law known to the Collateral Manager to be applicable to the Issuer or the Co-Issuer, (bii) would not be permitted by under the Issuer or the Co-Issuer’s Organizational InstrumentsGoverning Documents, copies (iii) would require registration of which the Issuer or the Co-Issuer or the Collateral as an “investment company” under the Investment Company Act, (iv) would cause the Issuer or the Co-Issuer to violate the terms of the Indenture or any other agreement, representation or certification contemplated by or provided pursuant to the Indenture, (v) would cause the Issuer to fail to qualify as a Qualified REIT Subsidiary unless the Issuer has received an opinion of Dechert LLP, Sidley Austin LLP or another nationally recognized tax counsel experienced in such matters that the Issuer will be treated as a foreign corporation that will not be treated as engaged in a trade or business in the United States for federal income tax purposes, (vi) would have a materially adverse United States federal or state income tax effect on the Issuer or (vii) would result in the Issuer entering into any “reportable transactions” in connection with the U.S. Internal Revenue Service tax shelter rules unless the Collateral Manager acknowledges notifies the Issuer has provided immediately after entering into any such reportable transactions. The Collateral Manager shall not take any action that would cause the Issuer to be required to register as or become subject to regulatory supervision or other legal requirements under the laws of any country or political subdivision thereof as a bank, insurance company or finance company. The Collateral Manager shall not take any action that would cause the Issuer to be treated as a bank, insurance company or finance company for purposes of (i) any tax, securities law or other filing or submission made to any governmental authority, (ii) any application made to a rating agency or (iii) qualification for any exemption from tax, securities law or any other legal requirements. The Collateral Manager shall not cause the Issuer to hold itself out to the public as a bank, insurance company or finance company. The Collateral ManagerManager shall not cause the Issuer to hold itself out to the public, through advertising or otherwise, as originating loans, lending funds, or making a market in loans, derivative financial instruments or other assets. The Collateral Manager shall not have any liability under this Section 14 for any action taken by the Collateral Manager in good faith in reliance on information provided by the Issuers or the Trustee. (cb) violate any lawThe Collateral Manager to the extent required under the Indenture, rule or regulation and on behalf of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate shall: (i) engage the services of an Independent certified accountant to prepare any United States federal, state or other local income tax or information returns and any non-United States income tax or information returns that the Issuer may from time to time be required to file under applicable securities law that is known (each a “Tax Return”), (ii) deliver, at least 30 days before any applicable due date upon which penalties and interest would accrue, each Tax Return, properly completed, to the Company Administrator for signature by an Authorized Officer of the Issuer and (iii) file or deliver such Tax Return on behalf of the Issuer within any applicable time limit with any authority or Person as required under applicable law. (c) Notwithstanding anything to the contrary herein, the Collateral Manager to be or any of its Affiliates may take any action that is not specifically prohibited by the Indenture, this Agreement or applicable to it and, in each case, law that the violation of which would have a Material Adverse Effect on the Issuer Collateral Manager or have a material adverse effect on the ability any Affiliate of the Collateral Manager deems to perform be in its obligations hereunder, (dor in its portfolio’s) require registration best interest regardless of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of its impact on the Collateral Manager in accordance with its fiduciary duties to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with the Collateral Manager Standard, the Collateral Manager shall (a) take care to avoid taking any action that would (ai) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law applicable to the Issuer, (bii) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (ciii) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (div) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, (v) cause the Issuer to be treated as a corporation for U.S. federal income tax purposes, or (evi) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests Issuer in the Assets in any material respect (other than (iA) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (iiB) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients)clients) and (b) comply in all material respects with requirements of the U.S. Risk Retention Rules applicable to it in connection with the performance of its duties under this Agreement and the Indenture, in each case, except in such instances in which (i) such requirement, order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) failure to comply therewith would not have a Material Adverse Effect on the Issuer or a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder or under the Indenture. If the Collateral Manager is directed ordered by the sole member of the Issuer or the requisite Holders holders or beneficial owners of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the sole member of the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests Subordinated Notes have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose shall not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholdersmembers, shareholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion Opinion of counsel Counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, Manager nor its affiliates, nor stockholdersshareholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory. So long as the Secured Notes are Outstanding, the Collateral Manager will directly or indirectly own 100% of the Outstanding Subordinated Notes (through its ownership of the U.S. Retention Holder) and will not cause the transfer such Subordinated Notes unless it receives, in connection with any proposed transfer, written advice of counsel of nationally recognized standing in the United States that is experienced in such matters to the effect that such proposed transfer will not require the Collateral Manager to register as an investment adviser under the Advisers Act.

Obligations of Collateral Manager. In accordance with Unless otherwise specifically required by any provision of the Collateral Manager StandardIndenture or this Agreement or by applicable law, the Collateral Manager shall not take care any action, or omit to avoid taking take any action action, that it knows would (a) materially and adversely affect the status of the Issuer for purposes of Cayman Islands law, United States federal or state law, law or any other law known to the Collateral Manager to be applicable to the Issuer, (b) with respect to the Issuer, not be permitted by under the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager's Constitutive Documents, (c) violate any law, rule or regulation of any governmental body or agency (other than, in each case, in respect of the Risk Retention Rules) having jurisdiction over the Issuer, Issuer including, without limitation, actions which would violate any Cayman Islands or United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the business, operations, assets or financial condition of the Issuer, or on the ability of the Collateral Manager to perform its obligations hereunderhereunder or any other Transaction Documents, (d) require registration of the Issuer or the pool of Portfolio Assets (or any portion thereof) as an “"investment company” " under Section 8 of the 1940 Act, Investment Company Act or (e) knowingly and willfully adversely affect cause the interests Issuer to violate the terms of the Transaction Documents including, without limitation, any representations of the Issuer given pursuant thereto on or after the date thereof provided that any law or regulation relating to the Collateral Manager's performance under this Agreement that could reasonably be expected to have a material adverse effect on (w) the Holders of the Notes or the holders of the Interests in the Assets in any material respect Class A Notes, (other than (ix) as expressly permitted hereunder, under the Master Loan Sale Agreement or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders Issuer's ability to perform its obligations under the Transaction Documents or this Agreement, (y) any of the Notes Portfolio Assets or holders (z) the rights or remedies of UBS under the Interests, as applicable, Transaction Documents to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, "material" for the purposes of this Section 17. The Collateral Manager covenants that it shall promptly comply in all material respects with all laws and regulations applicable to it in connection with the performance of its duties under this Agreement and the Indenture. The Collateral Manager covenants that it shall notify the Issuer that such action wouldand the Valuation Agent in writing no later than 5 Business Days after the date on which Collateral Manager either (a) has actual knowledge, or could reasonably be expected to(b) has reasonable belief, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to that it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance has become non-compliant with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactoryRisk Retention Rules.

Obligations of Collateral Manager. In accordance with the Collateral Manager Standard, the Collateral Manager shall not intentionally take care to avoid taking any action that which the Collateral Manager knows would (a) materially adversely affect the status of either of the Issuer or the Co-Issuer for purposes of the laws of the Bermuda, United States federal or state law, or other law applicable to the Issuereither of them, (b) not be permitted by either of the Issuer’s or the Co-Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over either of the Issuer or the Co-Issuer, including, without limitation, actions which would violate any law of Bermuda or United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it andlaw, in each case, case the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability either of the Collateral Manager to perform its obligations hereunderthem, (d) require registration of either of the Issuer or the Co-Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, Investment Company Act or (e) knowingly and willfully adversely affect the interests cause either of the Holders Issuer or the Co-Issuer to violate any material provision of the Notes or Indenture, the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Placement Agreement or under the Indenture or (ii) any other Transaction Document. The Collateral Manager covenants that it shall comply with all laws and regulations applicable to it in connection with the performance of its duties under this Agreement and the Indenture to the extent failure to comply would have a material adverse effect on the Issuer or the Assets. Notwithstanding anything in this Agreement, the Collateral Manager shall not take any discretionary action taken that, in the ordinary course of business reasonable belief of the Collateral Manager in accordance with its fiduciary duties Manager, would reasonably be expected to its Clients)cause an Event of Default under the Indenture. If the Collateral Manager is directed ordered by the Issuer Board of Directors or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, would have any such consequences, the Collateral Manager shall promptly notify the Issuer Issuer, the Rating Agency and the Collateral Trustee of the Collateral Manager’s judgment that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, would have one or more of the consequences set forth above and shall need not take such action unless the Issuer Board of Directors then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writingso. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose need not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholders, partners, members, managers, directorsofficers, officers agents or employees of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manageraction. Neither the Collateral Manager, Manager nor its affiliates, nor stockholders, partnersAffiliates, members, managers, directorsofficers, officers agents or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments. The Collateral Manager covenants for the benefit of the Issuer that, so long as the Secured Debt are Outstanding, it will retain 100% of the Outstanding Subordinated Notes and shall not transfer such Subordinated Notes unless it receives, in connection with any proposed transfer, written advice of counsel of nationally recognized standing in the United States that is experienced in such matters to the effect that such proposed transfer will not require the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactoryto register as an investment adviser under the Advisers Act.

Obligations of Collateral Manager. In accordance with the (a) The Collateral Manager Standardto the extent required under the Indenture, and on behalf of the Issuer, shall: (i) engage the services of an Independent certified accountant to prepare any United States Federal, state or local income tax or information returns and any non-United States income tax or information returns that the Issuer may from time to time be required to file under applicable law (each a “Tax Return”), (ii) deliver, at least 30 days before any applicable due date upon which penalties and interest would accrue, each Tax Return, properly completed, to the Company Administrator for signature by an Authorized Officer of the Issuer and (iii) file or deliver such Tax Return on behalf of the Issuer within any applicable time limit with any authority or Person as required under applicable law. (b) Unless otherwise required by any provision of the Indenture or this Agreement or by applicable law, the Collateral Manager shall not take care to avoid taking any action that which it knows, or acting with gross negligence, would (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, law or any other law known to the Collateral Manager to be applicable to the Issuer, (b) not be permitted by under the Issuer’s Organizational Instruments, copies Memorandum and Articles of which Association or the Collateral Manager acknowledges the Issuer has provided to the Collateral ManagerCo-Issuer’s limited liability company agreement, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer, the Co-Issuer or the pool of Assets as an “investment company” under Section 8 the Investment Company Act or (d) cause the Issuer to violate the terms of the 1940 ActIndenture, it being understood that in connection with the foregoing the Collateral Manager will not be required to make any independent investigation of any facts or (e) knowingly laws not otherwise known to it in connection with its obligations under this Agreement and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or under the Indenture or (ii) the conduct of its business generally. The Collateral Manager will perform its duties under this Agreement and the Indenture in connection with any action taken a manner reasonably intended not to subject the Issuer to U.S. federal or state income taxation, it being understood that, notwithstanding anything to the contrary set forth herein or in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequencesIndenture, the Collateral Manager shall promptly notify be deemed to have complied with the requirements of the Indenture and any certifications, certificates or other related documents required pursuant to the Indenture if it satisfies the requirements set forth in this sentence and will not be liable to the Trustee, the Holders of the Notes, the Co-Issuers, the Co-Issuers’ creditors or any other Person as a result of the Issuer that such action wouldengaging, or could reasonably be expected toa determination that the Issuer has engaged, in each case in its a U.S. trade or business for U.S. federal income tax purposes. The Collateral Manager shall use all commercially reasonable business judgmentefforts to ensure that no action is taken by it, have one or more of the consequences set forth above and shall not intentionally or with reckless disregard take such action unless the Issuer then requests any action, which the Collateral Manager knows or reasonably should know would have a materially adverse United States federal or state income tax effect on the Issuer. (c) Notwithstanding anything to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such requestcontrary herein, the Collateral Manager mayor any of its Affiliates may take any action that is not specifically prohibited by the Indenture, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure this Agreement or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of applicable law that the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees Affiliate of the Collateral Manager Managers deems to be in its (or in its portfolio’s) best interest regardless of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and impact on the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactoryDebt Securities.

Obligations of Collateral Manager. (a) In accordance with the Collateral Manager Standardperformance standard set forth in Section 2(a), the Collateral Manager shall (a) take care to avoid taking any action that would (ai) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law applicable to the Issuer, (bii) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (ciii) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (div) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 the Investment Company Act (it being understood that the manager has elected to be treated as a “regulated investment company” within the meaning of the 1940 ActInternal Revenue Code), or (ev) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests Issuer in the Assets in any material respect (other than (iA) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (iiB) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients)clients) and (b) comply in all material respects with requirements of the U.S. Risk Retention Rules applicable to it in connection with the performance of its duties under this Agreement and the Indenture, in each case, except in such instances in which (i) such requirement, order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted or (ii) failure to comply therewith would not have a Material Adverse Effect on the Issuer or a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder or under the Indenture. If the Collateral Manager is directed ordered by the Designated Manager of the Issuer or the requisite Holders or beneficial owners of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Designated Manager of the Issuer then requests request the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests Subordinated Notes have consented thereto in writing. The Collateral Manager shall provide S&P (if then rating a Class of Secured Notes) with notice of any action taken in accordance with the previous sentence. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose shall not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholdersmembers, shareholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion Opinion of counsel Counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.Collateral

Obligations of Collateral Manager. In accordance with the Collateral Manager Standard, the Collateral Manager shall not intentionally take care to avoid taking any action that which the Collateral Manager knows would (a) materially adversely affect the status of either of the Issuer or the Co-Issuer for purposes of the laws of the Bermuda, United States federal or state law, or other law applicable to the Issuereither of them, (b) not be permitted by either of the Issuer’s or the Co- Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over either of the Issuer or the Co-Issuer, including, without limitation, actions which would violate any law of Bermuda or United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it andlaw, in each case, case the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability either of the Collateral Manager to perform its obligations hereunderthem, (d) require registration of either of the Issuer or the Co-Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, Investment Company Act or (e) knowingly and willfully adversely affect the interests cause either of the Holders Issuer or the Co-Issuer to violate any material provision of the Notes or Indenture, the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Refinancing Purchase Agreement or under the Indenture or (ii) any other Transaction Document. The Collateral Manager covenants that it shall comply with all laws and regulations applicable to it in connection with the performance of its duties under this Agreement and the Indenture to the extent failure to comply would have a material adverse effect on the Issuer or the Assets. Notwithstanding anything in this Agreement, the Collateral Manager shall not take any discretionary action taken that, in the ordinary course of business reasonable belief of the Collateral Manager in accordance with its fiduciary duties Manager, would reasonably be expected to its Clients)cause an Event of Default under the Indenture. If the Collateral Manager is directed ordered by the Issuer Board of Directors or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, would have any such consequences, the Collateral Manager shall promptly notify the Issuer Issuer, the Rating Agency and the Collateral Trustee of the Collateral Manager’s judgment that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, would have one or more of the consequences set forth above and shall need not take such action unless the Issuer Board of Directors then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writingso. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose need not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholders, partners, members, managers, directorsofficers, officers agents or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.or

Obligations of Collateral Manager. In accordance with the Collateral Manager Standard, the Collateral Manager shall not intentionally take care to avoid taking any action that which the Collateral Manager knows would (a) materially adversely affect the status of either of the Issuer or the Co-Issuer for purposes of the laws of the Cayman Islands, United States federal or state law, or other law applicable to the Issuereither of them, (b) not be permitted by either of the Issuer’s or the Co-Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over either of the Issuer or the Co-Issuer, including, without limitation, actions which would violate any law of the Cayman Islands or United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it andlaw, in each case, case the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability either of the Collateral Manager to perform its obligations hereunderthem, (d) require registration of either of the Issuer or the Co-Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, Investment Company Act or (e) knowingly and willfully adversely affect the interests cause either of the Holders Issuer or the Co-Issuer to violate any material provision of the Notes or Indenture, the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Purchase Agreement or under the Indenture or (ii) any other Transaction Document. The Collateral Manager covenants that it shall comply with all laws and regulations applicable to it in connection with the performance of its duties under this Agreement and the Indenture to the extent failure to comply would have a material adverse effect on the Issuer or the Assets. Notwithstanding anything in this Agreement, the Collateral Manager shall not take any discretionary action taken that, in the ordinary course of business reasonable belief of the Collateral Manager in accordance with its fiduciary duties Manager, would reasonably be expected to its Clients)cause an Event of Default under the Indenture. If the Collateral Manager is directed ordered by the Issuer Board of Directors or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, would have any such consequences, the Collateral Manager shall promptly notify the Issuer Issuer, the Applicable Rating Agencies and the Trustee of the Collateral Manager’s judgment that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, would have one or more of the consequences set forth above and shall need not take such action unless the Issuer Board of Directors then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writingso. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose need not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholders, partners, members, managers, directorsofficers, officers agents or employees of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manageraction. Neither the Collateral Manager, Manager nor its affiliates, nor stockholders, partnersAffiliates, members, managers, directorsofficers, officers agents or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments. The Collateral Manager covenants for the benefit of the Issuer that, so long as the Secured Notes are Outstanding, it will retain 100% of the Outstanding Subordinated Notes and shall not transfer such Subordinated Notes unless it receives, in connection with any proposed transfer, written advice of counsel of nationally recognized standing in the United States that is experienced in such matters to the effect that such proposed transfer will not require the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactoryto register as an investment adviser under the Advisers Act.

Obligations of Collateral Manager. In accordance with (a) Unless otherwise required by a provision of the Collateral Manager StandardIndenture or this Agreement or by applicable law, the Collateral Manager shall use all commercially reasonable efforts to ensure that no action is taken by it, and shall not intentionally or with negligent disregard take care any action, which the Collateral Manager knows or reasonably should know (i) could reasonably be expected to avoid taking any action that would (a) materially adversely affect the status of Issuer or the Issuer Co‑Issuer for purposes of Cayman Islands law, Delaware law, United States federal or state law, law or any other law known to the Collateral Manager to be applicable to the IssuerIssuer or the Co‑Issuer, (ii) would not be permitted under the Issuer or the Co‑Issuer’s Governing Documents, (iii) would require registration of the Issuer or the Co‑Issuer or the Collateral as an “investment company” under the Investment Company Act, (iv) would cause the Issuer or the Co‑Issuer to violate the terms of the Indenture or any other agreement, representation or certification contemplated by or provided pursuant to the Indenture, (v) would cause the Issuer to fail to qualify as a Qualified REIT Subsidiary unless the Issuer has received an opinion of Dechert LLP, Xxxxxx & Xxxxxx LLP or another nationally recognized tax counsel experienced in such matters that the Issuer will be treated as a foreign corporation that will not be treated as engaged in a trade or business in the United States for federal income tax purposes, (vi) would have a materially adverse United States federal or state income tax effect on the Issuer or (vii) would result in the Issuer entering into any “reportable transactions” in connection with the U.S. Internal Revenue Service tax shelter rules unless the Collateral Manager notifies the Issuer immediately after entering into any such reportable transactions. The Collateral Manager shall not take any action that would cause the Issuer to be required to register as or become subject to regulatory supervision or other legal requirements under the laws of any country or political subdivision thereof as a bank, insurance company or finance company. The Collateral Manager shall not take any action that would cause the Issuer to be treated as a bank, insurance company or finance company for purposes of (i) any tax, securities law or other filing or submission made to any governmental authority, (ii) any application made to a rating agency or (iii) qualification for any exemption from tax, securities law or any other legal requirements. The Collateral Manager shall not cause the Issuer to hold itself out to the public as a bank, insurance company or finance company. The Collateral Manager shall not cause the Issuer to hold itself out to the public, through advertising or otherwise, as originating loans, lending funds, or making a market in loans, derivative financial instruments or other assets. The Collateral Manager shall not have any liability under this Section 14 for any action taken by the Collateral Manager in good faith in reliance on information provided by the Issuers or the Trustee. (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the The Collateral Manager acknowledges the Issuer has provided to the Collateral Managerextent required under the Indenture, (c) violate any law, rule or regulation and on behalf of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate shall: (i) engage the services of an Independent certified accountant to prepare any United States federal, state or other local income tax or information returns and any non‑United States income tax or information returns that the Issuer may from time to time be required to file under applicable securities law that is known (each a “Tax Return”), (ii) deliver, at least 30 days before any applicable due date upon which penalties and interest would accrue, each Tax Return, properly completed, to the Company Administrator for signature by an Authorized Officer of the Issuer and (iii) file or deliver such Tax Return on behalf of the Issuer within any applicable time limit with any authority or Person as required under applicable law. (c) Notwithstanding anything to the contrary herein, the Collateral Manager to be or any of its Affiliates may take any action that is not specifically prohibited by the Indenture, this Agreement or applicable to it and, in each case, law that the violation of which would have a Material Adverse Effect on the Issuer Collateral Manager or have a material adverse effect on the ability any Affiliate of the Collateral Manager deems to perform be in its obligations hereunder, (dor in its portfolio’s) require registration best interest regardless of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of its impact on the Collateral Manager in accordance with its fiduciary duties to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. (a) In accordance with the Collateral Manager Standardperformance standard set forth in Section 2(a), the Collateral Manager shall (a) take care to avoid taking any action that would (ai) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law applicable to the Issuer, (bii) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (ciii) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (div) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 the Investment Company Act (it being understood that the manager has elected to be treated as a “regulated investment company” within the meaning of the 1940 ActInternal Revenue Code), or (ev) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests Issuer in the Assets in any material respect (other than (iA) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (iiB) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients). If clients) and (b) comply in all material respects with requirements of the Collateral Manager U.S. Risk Retention Rules applicable to it in connection with the performance of its duties under this Agreement and the Indenture, in each case, except in such instances in which (i) such requirement, order, writ, injunction or decree is directed being contested in good faith by appropriate proceedings diligently conducted or (ii) failure to comply therewith would not have a Material Adverse Effect on the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.material adverse

Obligations of Collateral Manager. In accordance with the Collateral Manager Standard, the Collateral Manager shall take care to avoid taking any action that would (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law applicable to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders Holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders Holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.rule

Obligations of Collateral Manager. In accordance with (a) Unless otherwise required by a provision of the Collateral Manager StandardIndenture or this Agreement or by applicable law, the Collateral Manager shall use all commercially reasonable efforts to ensure that no action is taken by it, and shall not intentionally or with reckless disregard take care any action, which the Collateral Manager knows or reasonably should know (i) could reasonably be expected to avoid taking any action that would (a) materially adversely affect the status of Issuer or the Co-Issuer for purposes of Cayman Islands law, Delaware law, United States federal or state law, law or any other law known to the Collateral Manager to be applicable to the Issuer or the Co-Issuer, (bii) would not be permitted by under the Issuer or the Co-Issuer’s Organizational InstrumentsGoverning Documents, copies (iii) would require registration of which the Issuer or the Co-Issuer or the Collateral as an “investment company” under the Investment Company Act, (iv) would cause the Issuer or the Co-Issuer to violate the terms of the Indenture or any other agreement, representation or certification contemplated by or provided pursuant to the Indenture, (v) would cause the Issuer to fail to qualify as a Qualified REIT Subsidiary unless the Issuer has received an opinion of Cadwalader, Xxxxxxxxxx & Xxxx LLP or another nationally recognized tax counsel experienced in such matters that the Issuer will be treated as a foreign corporation that will not be treated as engaged in a trade or business in the United States for federal income tax purposes, (vi) would have a materially adverse United States federal or state income tax effect on the Issuer or (vii) would result in the Issuer entering into any “reportable transactions” in connection with the U.S. Internal Revenue Service tax shelter rules unless the Collateral Manager acknowledges notifies the Issuer has provided immediately after entering into any such reportable transactions. The Collateral Manager agrees not to take any action that would cause the Issuer to be required to register as or become subject to regulatory supervision or other legal requirements under the laws of any country or political subdivision thereof as a bank, insurance company or finance company. The Collateral Manager agrees not to take any action that would cause the Issuer to be treated as a bank, insurance company or finance company for purposes of (i) any tax, securities law or other filing or submission made to any governmental authority, (ii) any application made to a rating agency or (iii) qualification for any exemption from tax, securities law or any other legal requirements. The Collateral Manager agrees not to cause the Issuer to hold itself out to the public as a bank, insurance company or finance company. The Collateral Manager agrees not to cause the Issuer to hold itself out to the public, through advertising or otherwise, as originating loans, lending funds, or making a market in loans, derivative financial instruments or other assets. The Collateral Manager shall not have any liability under this Section 14 for any action taken by the Collateral Manager in good faith in reliance on information provided by the Issuers or the Trustee. (b) The Collateral Manager, (c) violate any law, rule or regulation on behalf of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate shall: (i) engage the services of an Independent certified accountant (x) to prepare any United States federal, state or other local income tax or information returns and any non-United States income tax or information returns that the Issuer may from time to time be required to file under applicable securities law that is known (each a “Tax Return”) and (y) upon the receipt of a request by the Issuer on behalf of a Noteholder, to provide information relating to original issue discount to the Issuer and any requesting Noteholder, (ii) deliver, at least 30 days before any applicable due date upon which penalties and interest would accrue, each Tax Return, properly completed, to the Company Administrator for signature by an Authorized Officer of the Issuer and (iii) file or deliver such Tax Return on behalf of the Issuer within any applicable time limit with any authority or Person as required under applicable law. (c) Notwithstanding anything to the contrary herein, the Collateral Manager to be or any of its Affiliates may take any action that is not specifically prohibited by the Indenture, this Agreement or applicable to it and, in each case, law that the violation of which would have a Material Adverse Effect on the Issuer Collateral Manager or have a material adverse effect on the ability any Affiliate of the Collateral Manager deems to perform be in its obligations hereunder, (or in its portfolio’s) best interest regardless of its impact on the Mortgage Loans. (d) require registration In connection with a proposed acquisition of any REO Property pursuant to Section 3.13 of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequencesServicing Agreement, the Collateral Manager shall promptly notify the Issuer that not provide its written approval of such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action acquisition unless the Issuer then requests Parent REIT has provided its written approval to the Collateral Manager to do so and both a Majority of regarding such acquisition. (e) Promptly following the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such requestClosing Date, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates on behalf of the Collateral Manager Issuer shall contract with a Specified Appraisal Firm to provide Updated Appraisals for so long as any Class of Notes are outstanding under a pre-arranged fee schedule. The contract with the Specified Appraisal Firm shall specify the requirements for the Updated Appraisals and stockholders, partners, members, managers, directors, officers or employees the required time frame in which the Updated Appraisals will be produced. The terms of contract and the choice of the Collateral Manager or such affiliates from any liability and expense it may incur appraisal firm to act as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers Specified Appraisal Firm shall be subject to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees approval of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets Class A Majority Holders in accordance with the Priority Indenture. If at any time the Specified Appraisal Firm ceases to exist, the selection of Payments, a new replacement Specified Appraisal Firm and the Collateral Manager may take into account such Priority terms of Payments the contract shall be approved by the Class A Majority Holders in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactoryaccordance with the Indenture.

Obligations of Collateral Manager. In accordance with the Collateral Manager Standard, the Collateral Manager shall (x) take care to avoid knowingly taking any action that would (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law applicable to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, Investment Company Act or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests Debt in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Collateral Administration Agreement, the Master Loan Sale Agreement Agreement, or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients), and (y) comply in all material respects with requirements of the U.S. Risk Retention Rules applicable to it in connection with the performance of its duties under this Agreement and the Indenture, in each case, except in such instances in which (i) such requirement is being contested in good faith by appropriate proceedings diligently conducted or (ii) failure to comply therewith would not have a Material Adverse Effect on the Issuer or a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder or under the Indenture. If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, Debt to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer and the Rating Agency that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the initial member of the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests Subordinated Notes have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral ManagerManager , affiliates Affiliates of the Collateral Manager and stockholders, partners, members, managers, directorsofficers, officers employees or employees shared personnel of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliatesAffiliates, nor stockholders, partners, members, managers, directorsofficers, officers employees or employees shared personnel of the Collateral Manager or of its affiliates Affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.in

Obligations of Collateral Manager. In accordance with Subject to the Collateral Manager Standardterms of the Indenture and to Section 10 hereof, the Collateral Manager shall use all commercially reasonable efforts and act in good faith to ensure that no action is taken by it, and shall not intentionally or with reckless disregard take care to avoid taking any action that action, which would (a) materially adversely affect the status of the Issuer for purposes of United States U.S. federal or state law, law or any other law which, in the Collateral Manager’s good faith judgment is applicable to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Managerorganizational documents, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States U.S. federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on adversely affect, in any material respect, the Issuer business, operations, assets or have a material adverse effect on financial condition of the Issuer, or the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets Collateral as an “investment company” under Section 8 the Investment Company Act (and such requirement has not been eliminated after a period of the 1940 Act45 days), or (e) knowingly and willfully result in the Issuer violating the terms of, or result in a Default under, the Indenture, including, without limitation, any representations made thereunder with respect to the Assets or (f) adversely affect the interests of the Holders of the Notes or the holders of the Interests Secured Parties in the pool of Assets in any material respect (other than (i) as expressly actions permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (ii) Indenture); provided that it is understood that, in connection with the foregoing provisions and any action taken in other provision of this Agreement and any other Transaction Document (including the ordinary course of business of Indenture) applicable to the Collateral Manager, the Collateral Manager shall not be required to make any independent investigation of any laws or regulations or 15 | interpretations thereof that may affect or be applicable to the holders of the Debt. It is further understood that the Collateral Manager and its Affiliates and their respective principals, partners, members, stockholders, directors, managers, managing directors, officers, employees and agents shall not be liable to the Issuer, the Collateral Trustee, the Fiscal Agent, any Secured Party or any other Person except as provided in accordance with its fiduciary duties to its Clients)Section 10. If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, ordered to take any action by the Issuer (which would, or could reasonably may be expected toby the Board of Managers) that, in each case in its reasonable business the Collateral Manager’s sole judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, would have one or more of the consequences set forth above above, the Collateral Manager shall notify promptly the Issuer, the Collateral Trustee and shall each Rating Agency; provided that the Collateral Manager need not take such action unless the Issuer then (which may be by the Board of Managers) again requests the Collateral Manager to do so and both a Majority of the Controlling Class Collateral Trustee and a Majority of the Interests Holders of the Debt (voting separately by Class) have consented thereto in writing. Notwithstanding any such requestIn addition, the Collateral Manager may, in its sole discretion, choose need not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the action. The Collateral Manager so requests covenants that it shall comply in respect of a question of law, the Issuer delivers all material respects with applicable laws and regulations relating to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10performance under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or and in Section 10 shall be payable out of the Assets as an Administrative Expense in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with the Collateral Manager StandardStandard of Care set forth in Section 2(a), the Collateral Manager shall take care to avoid taking any action that would (a) materially adversely affect the status of the Issuer for purposes of the United States federal or state law, law or other law applicable to the Issuerit, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any law of the United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of either of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests Issuer in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its ClientsStandard of Care). If the Collateral Manager is directed ordered by the designated manager of the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer and the Trustee that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the designated manager of the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests Subordinated Notes have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose shall not to take such action unless (1i) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholdersshareholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2ii) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion Opinion of counsel Counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral ManagerManager nor its Affiliates, its affiliates, nor stockholdersshareholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with (a) Unless otherwise required by a provision of the Collateral Manager StandardIndenture or this Agreement or by applicable law, the Collateral Manager shall use commercially reasonable efforts to ensure that no action is taken by it, and shall not intentionally or with negligent disregard take care any action, which the Collateral Manager knows or reasonably should know (i) could reasonably be expected to avoid taking any action that would (a) materially adversely affect the status of the Issuer for purposes of Delaware law, United States federal or state law, law or any other law applicable known to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunderIssuer, (dii) would not be permitted under the Issuer’s Governing Documents, (iii) would require registration of the Issuer or the pool of Assets Collateral as an “investment company” under Section 8 the Investment Company Act, (iv) would cause the Issuer to materially violate the terms of the 1940 ActIndenture or any other agreement, representation or certification contemplated by or provided pursuant to the Indenture, (v) would cause the Issuer to fail to qualify as a Qualified REIT Subsidiary or other disregarded entity of LCMT unless the Issuer has received an opinion of Xxxxxxxxxx, Xxxxxxxxxx & Xxxx LLP, Xxxxx Xxxxx LLP or another nationally recognized tax counsel experienced in such matters that the Issuer will not be treated as an association taxable as a corporation, a “taxable mortgage pool” or a “publicly traded partnership” for U.S. federal income tax purposes, (vi) would have a materially adverse United States federal or state income tax effect on the Issuer or (evii) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests would result in the Assets Issuer entering into any “reportable transactions” in connection with the U.S. Internal Revenue Service tax shelter rules unless the Collateral Manager notifies the Issuer immediately after entering into any material respect (such reportable transactions. The Collateral Manager shall not take any action that would cause the Issuer to be required to register as or become subject to regulatory supervision or other than legal requirements under the laws of any country or political subdivision thereof as a bank, insurance company or finance company. The Collateral Manager shall not take any action that would cause the Issuer to be treated as a bank, insurance company or finance company for purposes of (i) as expressly permitted hereunderany tax, under the Master Loan Sale Agreement securities law or under the Indenture other filing or submission made to any governmental authority, (ii) in connection with any application made to a rating agency or (iii) qualification for any exemption from tax, securities law or any other legal requirements. The Collateral Manager shall not cause the Issuer to hold itself out to the public as a bank, insurance company or finance company. The Collateral Manager shall not have any liability under this Section 14 for any action taken by the Collateral Manager in good faith in reliance on information provided by the ordinary course Issuers or the Trustee. (b) Notwithstanding anything to the contrary herein, the Collateral Manager or any of business its Affiliates may take any action that is not specifically prohibited by the Indenture, this Agreement or applicable law that the Collateral Manager or any Affiliate of the Collateral Manager in accordance with its fiduciary duties deems to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, (or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1portfolio’s) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or best interest regardless of its affiliates shall be liable to impact on the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactoryMortgage Assets.

Obligations of Collateral Manager. In accordance with Subject to the Collateral Manager Standardterms of the Indenture and to Section 10 hereof, the Collateral Manager shall use all commercially reasonable efforts and act in good faith to ensure that no action is taken by it, and shall not intentionally or with reckless disregard take care to avoid taking any action that action, which would (a) materially adversely affect the status of the Issuer for purposes of United States U.S. federal or state law, law or any other law which, in the Collateral Manager’s good faith judgment is applicable to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Managerorganizational documents, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States U.S. federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on adversely affect, in any material respect, the Issuer business, operations, assets or have a material adverse effect on financial condition of the Issuer, or the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets Collateral as an “investment company” under Section 8 the Investment Company Act (and such requirement has not been eliminated after a period of the 1940 Act45 days), or (e) knowingly and willfully result in the Issuer violating the terms of, or result in a Default under, the Indenture, including, without limitation, any representations made thereunder with respect to the Assets or (f) adversely affect the interests of the Holders of the Notes or the holders of the Interests Secured Parties in the pool of Assets in any material respect (other than (i) as expressly actions permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (ii) Indenture); provided that it is understood that, in connection with the foregoing provisions and any action taken in other provision of this Agreement and any other Transaction Document (including the ordinary course of business of Indenture) applicable to the Collateral Manager, the Collateral Manager shall not be required to make any independent investigation of any laws or regulations or interpretations thereof that may affect or be applicable to the holders of the Securities. It is further understood that the Collateral Manager and its Affiliates and their respective principals, partners, members, stockholders, directors, managers, managing directors, officers, employees and agents shall not be liable to the Issuer, the Trustee, the Fiscal Agent, any Secured Party or any other Person except as provided in accordance with its fiduciary duties to its Clients)Section 10. If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, ordered to take any action by the Issuer (which would, or could reasonably may be expected toby the Board of Managers) that, in each case in its reasonable business the Collateral Manager’s sole judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, would have one or more of the consequences set forth above above, the Collateral Manager shall notify promptly the Issuer, the Trustee and shall each Rating Agency; provided that the Collateral Manager need not take such action unless the Issuer then (which may be by the Board of Managers) again requests the Collateral Manager to do so and both a Majority of the Controlling Class Trustee and a Majority of the Interests Holders of the Securities (voting separately by Class) have consented thereto in writing. Notwithstanding any such requestIn addition, the Collateral Manager may, in its sole discretion, choose need not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the action. The Collateral Manager so requests covenants that it shall comply in respect of a question of law, the Issuer delivers all material respects with applicable laws and regulations relating to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10performance under this Agreement. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or and in Section 10 shall be payable out of the Assets as an Administrative Expense in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with (a) Unless otherwise specifically required by any provision of the Collateral Manager StandardIndenture or this Agreement or by applicable law, the Collateral Manager shall use commercially reasonable efforts to ensure that no action is taken by it, and shall not intentionally or with gross negligence or reckless disregard, take care to avoid taking any action that which would (a) materially adversely affect the status of the Issuer for purposes of Cayman Islands law, United States federal or state law, law or any other law known to the Collateral Manager to be applicable to the Issuer, (b) with respect to the Issuer, not be permitted by under the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral ManagerOrganization Documents, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any Cayman Islands or United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect an adverse effect on the Issuer business, operations, assets or have a material adverse effect financial condition of the Issuer, or on the ability of the Collateral Manager to perform its obligations hereunderhereunder or under the provisions of the Indenture applicable to it, (d) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Investment Company Act, or (e) knowingly and willfully cause the Issuer to violate the terms of the Indenture; (f) adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets Noteholders in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or required hereunder or under the Indenture Indenture, or (iig) cause the Issuer to be a taxable mortgage pool or otherwise taxable as a corporation for U.S. federal income tax purposes, or (h) cause Clover REIT to fail to qualify as a real estate investment trust for U.S. federal income tax purposes, it being understood that, in connection with any action taken in the ordinary course of business of foregoing, the Collateral Manager will not be required to make any independent investigation of any facts or laws not otherwise actually known to it in accordance connection with its fiduciary duties to obligations under this Agreement or the Indenture, or the conduct of its Clientsbusiness generally). If the The Collateral Manager is directed by covenants that it shall comply in all material respects with all laws and regulations applicable to it in connection with the Issuer performance of its duties under this Agreement or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, Indenture. Notwithstanding anything in each case in its reasonable business judgment, have any such consequencesthis Agreement, the Collateral Manager shall promptly notify the Issuer not take any discretionary action that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more to cause an Event of Default under the consequences set forth above Indenture. From and shall not take such action unless after the Issuer then requests the Collateral Manager to do so and both a Majority occurrence of the Controlling Class and a Majority an Event of the Interests have consented thereto in writing. Notwithstanding any such requestDefault, the Collateral Manager mayshall continue to perform and be bound by the provisions of this Agreement and the Indenture. (b) At all times when the Class A Notes are Outstanding, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral ManagerManager and/or its Affiliates shall hold (indirectly through Clover REIT) Limited Partnership Interests of the Issuer representing an initial investment amount of not less than $25,000,000. The Collateral Manager agrees that it will not, affiliates and it will cause any of its Affiliates that hold such Limited Partnership Interests not to, directly or indirectly, hedge its or their respective exposures with respect to such Limited Partnership Interests. Notwithstanding the foregoing, the Collateral Manager and stockholdersits Affiliates shall not be required to hold any Limited Partnership Interests of the Issuer, partnersand shall not be restricted from hedging their respective exposures with respect to such Limited Partnership Interests, members, managers, directors, officers or employees of in the event that the Collateral Manager or such affiliates from any liability has bene removed for cause pursuant to Section 12 and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets successor collateral manager has been appointed in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory11 hereof.

Obligations of Collateral Manager. In accordance with the (a) The Collateral Manager Standardto the extent required under the Indenture, and on behalf of the Issuer, shall (i) engage the services of an Independent certified accountant to prepare any United States federal, state or local income tax or information returns and any non-United States income tax or information returns that the Issuer may from time to time be required to file under applicable law (each, a “Tax Return”), (ii) deliver, at least thirty (30) days before any applicable due date upon which penalties and interest would accrue, each Tax Return, properly completed, to the Company Administrator for signature by an Authorized Officer of the Issuer and (iii) file or deliver such Tax Return on behalf of the Issuer within any applicable time limit with any authority or Person as required under applicable law. (b) Unless otherwise required by any provision of the Indenture or this Agreement or by applicable law, the Collateral Manager shall not take care to avoid taking any action that which it knows, or acting with gross negligence, would (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, law or any other law known to the Collateral Manager to be applicable to the Issuer, (b) not be permitted by under the Issuer’s Organizational Instruments, copies Memorandum and Articles of which Association or the Collateral Manager acknowledges the Issuer has provided to the Collateral ManagerCo-Issuer’s limited liability company agreement, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer, the Co-Issuer or the pool of Assets as an “investment company” under Section 8 the Investment Company Act or (d) cause the Issuer to violate the terms of the 1940 ActIndenture, including any representation or (e) knowingly certification to be given by the Issuer thereunder or pursuant thereto, it being understood that in connection with the foregoing the Collateral Manager will not be required to make any independent investigation of any facts or laws not otherwise known to it in connection with its obligations under this Agreement and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or under the Indenture or (ii) the conduct of its business generally. The Collateral Manager will perform its duties under this Agreement and the Indenture in connection with any action taken a manner reasonably intended not to subject the Issuer to U.S. federal or state income taxation, it being understood that, notwithstanding anything to the contrary set forth herein or in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequencesIndenture, the Collateral Manager shall promptly notify be deemed to have complied with the requirements of the Indenture and any certifications, certificates or other related documents required pursuant to the Indenture in connection with not subjecting the Issuer that such action wouldto U.S. federal or state income taxation, if it satisfies the requirements set forth in this sentence and will not be liable to the Trustee, the Holders of the Notes, the Co-Issuers, the Co-Issuers’ creditors or any other Person as a result of the Issuer engaging, or could reasonably be expected toa determination that the Issuer has engaged, in each case in its a U.S. trade or business for U.S. federal income tax purposes if it has complied with this section. The Collateral Manager shall use all commercially reasonable business judgmentefforts to ensure that no action is taken by it, have one or more of the consequences set forth above and shall not intentionally or with reckless disregard take such action unless the Issuer then requests any action, which the Collateral Manager knows or reasonably should know would have a materially adverse United States federal or state income tax effect on the Issuer. (c) Notwithstanding anything to do so and both a Majority of the Controlling Class and a Majority of contrary herein, but subject to the Interests have consented thereto standard set forth in writing. Notwithstanding any such requestSection 1 hereof, the Collateral Manager mayor any of its Affiliates may take any action that is not specifically prohibited by the Indenture, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure this Agreement or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of applicable law that the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees Affiliate of the Collateral Manager Managers deems to be in its (or in its portfolio’s) best interest regardless of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and impact on the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactoryDebt Securities.

Obligations of Collateral Manager. In accordance with the Collateral Manager Standardperformance standard set forth in Section 2(a), the Collateral Manager shall take care to avoid taking any action that would (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law applicable to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, Act or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clientsclients). If the Collateral Manager is directed ordered by the designated manager of the Issuer or the requisite Holders or beneficial owners of the Notes or holders of the Interests, as applicable, Debt to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the designated manager of the Issuer then requests request the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests Subordinated Notes have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose shall not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholdersshareholders, partners, directors, members, managers, directors, officers or employees of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion Opinion of counsel Counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral ManagerManager nor its Affiliates, its affiliates, nor stockholdersshareholders, partners, directors, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with Subject to the Collateral Manager Standardterms of the Indenture and to Section 9 hereof, the Collateral Manager shall use all commercially reasonable efforts to ensure that no action is taken by it, and shall not intentionally take care to avoid taking any action that action, which it knows would (a) materially adversely affect the status of the Issuer for purposes of United States U.S. federal or state law, law or any other law which, in the Collateral Manager’s good faith judgment is applicable to the Issuer, (b) not be permitted by in violation of the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Managerorganizational documents, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States U.S. federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the business, operations, assets or financial condition of the Issuer, or the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 the Investment Company Act (it being understood that the Collateral Manager has elected to be treated as a “regulated investment company” within the meaning of the 1940 Act, Code) or (e) knowingly and willfully adversely affect result in the interests Issuer violating any material term of the Holders of Indenture. It is understood that (x) the Notes Collateral Manager Parties shall not be liable to the Issuer, the Collateral Trustee, any Secured Party or the holders of the Interests any other Person except as provided in the Assets in any material respect Section 9 and (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or under the Indenture or (iiy) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, foregoing the Collateral Manager shall promptly notify not be required to make any independent investigation of any facts or laws not otherwise known to it in connection with its obligations under this Agreement and the Issuer that such action would, Indenture or could reasonably be expected to, in each case in the conduct of its reasonable business judgment, have one or more of the consequences set forth above and shall generally. The Collateral Manager need not take such any action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactoryaction.

Obligations of Collateral Manager. In accordance with Unless otherwise specifically required by any provision of the Collateral Manager StandardIndenture or this Agreement or by applicable law, the Collateral Manager shall use all reasonable efforts to ensure that no action is taken by it, and shall not intentionally or with reckless disregard take care to avoid taking any action that action, which would (a) materially adversely affect the status of Issuer or the Co-Issuer for purposes of Cayman Islands law (to the extent the Collateral Manager has knowledge thereof), United States federal or state law, law or any other law known to the Collateral Manager to be applicable to the Issuer, (b) not be permitted by under the Issuer’s Organizational Instruments, copies 's Memorandum of which the Collateral Manager acknowledges the Issuer has provided to the Collateral ManagerAssociation or Articles of Association, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, Issuer or the Co-Issuer including, without limitation, actions which would violate any Cayman Islands law (to the extent the Collateral Manager has knowledge thereof), or United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would has or could reasonably be expected to have a Material Adverse Effect an adverse effect on any Noteholder, on the business, operations, assets or financial condition of the Issuer or have a material adverse effect the Co-Issuer, or on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the Co-Issuer or the pool of Assets Collateral as an “"investment company” " under Section 8 of the 1940 Investment Company Act, or (e) knowingly and willfully cause the Issuer or the Co-Issuer to violate the terms of the Indenture, (f) adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets Noteholders in any material respect (other than (i) as expressly permitted hereunderrespect, under the Master Loan Sale Agreement or under the Indenture or (iig) subject the Issuer to U.S. federal or state income taxation. For purposes of this Section 7, the Collateral Manager will be entitled to assume that as of the Closing Date, none of the actions referred to in the preceding sentence have been taken. The Collateral Manager covenants that it shall comply in all material respects with all laws and regulations applicable to it in connection with any action taken the performance of its duties under this Agreement and the Indenture. Notwithstanding anything in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequencesthis Agreement, the Collateral Manager shall promptly notify the Issuer not take any discretionary action that such action would, or could would reasonably be expected to, in each case in its reasonable business judgment, have one or more to cause an Event of Default under the consequences set forth above and shall not take such action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactoryIndenture.

Obligations of Collateral Manager. In accordance with (a) Unless otherwise required by a provision of the Collateral Manager StandardIndenture or this Agreement or by applicable law, the Collateral Manager shall use all commercially reasonable efforts to ensure that no action is taken by it, and shall not intentionally or with negligent disregard take care any action, which the Collateral Manager knows or reasonably should know (i) could reasonably be expected to avoid taking any action that would (a) materially adversely affect the status of Issuer or the Co-Issuer for purposes of Cayman Islands law, Delaware law, United States federal or state law, law or any other law known to the Collateral Manager to be applicable to the Issuer or the Co-Issuer, (bii) would not be permitted by under the Issuer or the Co-Issuer’s Organizational InstrumentsGoverning Documents, copies (iii) would require registration of which the Issuer or the Co-Issuer or the Collateral as an “investment company” under the Investment Company Act, (iv) would cause the Issuer or the Co-Issuer to violate the terms of the Indenture or any other agreement, representation or certification contemplated by or provided pursuant to the Indenture, (v) would cause the Issuer to fail to qualify as a Qualified REIT Subsidiary unless the Issuer has received an opinion of Dechert LLP, Xxxxxx & Xxxxxx LLP or another nationally recognized tax counsel experienced in such matters that the Issuer will be treated as a foreign corporation that will not be treated as engaged in a trade or business in the United States for federal income tax purposes, (vi) would have a materially adverse United States federal or state income tax effect on the Issuer or (vii) would result in the Issuer entering into any “reportable transactions” in connection with the U.S. Internal Revenue Service tax shelter rules unless the Collateral Manager acknowledges notifies the Issuer has provided immediately after entering into any such reportable transactions. The Collateral Manager shall not take any action that would cause the Issuer to be required to register as or become subject to regulatory supervision or other legal requirements under the laws of any country or political subdivision thereof as a bank, insurance company or finance company. The Collateral Manager shall not take any action that would cause the Issuer to be treated as a bank, insurance company or finance company for purposes of (i) any tax, securities law or other filing or submission made to any governmental authority, (ii) any application made to a rating agency or (iii) qualification for any exemption from tax, securities law or any other legal requirements. The Collateral Manager shall not cause the Issuer to hold itself out to the public as a bank, insurance company or finance company. The Collateral ManagerManager shall not cause the Issuer to hold itself out to the public, through advertising or otherwise, as originating loans, lending funds, or making a market in loans, derivative financial instruments or other assets. The Collateral Manager shall not have any liability under this Section 14 for any action taken by the Collateral Manager in good faith in reliance on information provided by the Issuers or the Trustee. (cb) violate any lawThe Collateral Manager to the extent required under the Indenture, rule or regulation and on behalf of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate shall: (i) engage the services of an Independent certified accountant to prepare any United States federal, state or other local income tax or information returns and any non-United States income tax or information returns that the Issuer may from time to time be required to file under applicable securities law that is known (each a “Tax Return”), (ii) deliver, at least 30 days before any applicable due date upon which penalties and interest would accrue, each Tax Return, properly completed, to the Company Administrator for signature by an Authorized Officer of the Issuer and (iii) file or deliver such Tax Return on behalf of the Issuer within any applicable time limit with any authority or Person as required under applicable law. (c) Notwithstanding anything to the contrary herein, the Collateral Manager to be or any of its Affiliates may take any action that is not specifically prohibited by the Indenture, this Agreement or applicable to it and, in each case, law that the violation of which would have a Material Adverse Effect on the Issuer Collateral Manager or have a material adverse effect on the ability any Affiliate of the Collateral Manager deems to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, (or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer then requests the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose not to take such action unless (1portfolio’s) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees of the Collateral Manager or best interest regardless of its affiliates shall be liable to impact on the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactoryMortgage Assets.

Obligations of Collateral Manager. In accordance with the (a) The Collateral Manager Standardto the extent required under the Indenture, and on behalf of the Issuer, shall (i) engage the services of an Independent certified accountant to prepare any United States federal, state or local income tax or information returns and any non-United States income tax or information returns that the Issuer may from time to time be required to file under applicable law (each, a “Tax Return”), (ii) deliver, at least thirty (30) days before any applicable due date upon which penalties and interest would accrue, each Tax Return, properly completed, to the Company Administrator for signature by an Authorized Officer of the Issuer and (iii) file or deliver such Tax Return on behalf of the Issuer within any applicable time limit with any authority or Person as required under applicable law. (b) Unless otherwise required by any provision of the Indenture or this Agreement or by applicable law, the Collateral Manager shall not take care to avoid taking any action that which it knows, or acting with gross negligence, would (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, law or any other law known to the Collateral Manager to be applicable to the Issuer, (b) not be permitted by under the Issuer’s Organizational Instruments, copies Memorandum and Articles of which Association or the Collateral Manager acknowledges the Issuer has provided to the Collateral ManagerCo-Issuer’s limited liability company agreement, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer, the Co-Issuer or the pool of Assets as an “investment company” under Section 8 the Investment Company Act or (d) cause the Issuer to violate the terms of the 1940 ActIndenture, including any representation or (e) knowingly certification to be given by the Issuer thereunder or pursuant thereto, it being understood that in connection with the foregoing the Collateral Manager will not be required to make any independent investigation of any facts or laws not otherwise known to it in connection with its obligations under this Agreement and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement or under the Indenture or (ii) the conduct of its business generally. The Collateral Manager will perform its duties under this Agreement and the Indenture in connection with any action taken a manner reasonably intended not to subject the Issuer to U.S. federal or state income taxation, it being understood that, notwithstanding anything to the contrary set forth herein or in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clients). If the Collateral Manager is directed by the Issuer or the requisite Holders of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequencesIndenture, the Collateral Manager shall promptly notify be deemed to have complied with the requirements of the Indenture and any certifications, certificates or other related documents required pursuant to the Indenture in connection with not subjecting the Issuer that such action wouldto U.S. federal or state income taxation, if it satisfies the requirements set forth in this sentence and will not be liable to the Trustee, the Holders of the Notes, the Co-Issuers, the Co-Issuers’ creditors or any other Person as a result of the Issuer engaging, or could reasonably be expected toa determination that the Issuer has engaged, in each case in its a U.S. trade or business for U.S. federal income tax purposes if it has complied with this section. The Collateral Manager shall use all commercially reasonable business judgmentefforts to ensure that no action is taken by it, have one or more of the consequences set forth above and shall not intentionally or with reckless disregard take such action unless the Issuer then requests any action, which the Collateral Manager knows or reasonably should know would have a materially adverse United States federal or state income tax effect on the Issuer. (c) Notwithstanding anything to do so and both a Majority of the Controlling Class and a Majority of contrary herein, but subject to the Interests have consented thereto standard set forth in writing. Notwithstanding any such requestSection ‎1 hereof, the Collateral Manager mayor any of its Affiliates may take any action that is not specifically prohibited by the Indenture, in its sole discretion, choose not to take such action unless (1) arrangements satisfactory to it are made to insure this Agreement or indemnify the Collateral Manager, affiliates of the Collateral Manager and stockholders, partners, members, managers, directors, officers or employees of applicable law that the Collateral Manager or such affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion of counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral Manager, its affiliates, nor stockholders, partners, members, managers, directors, officers or employees Affiliate of the Collateral Manager Managers deems to be in its (or in its portfolio’s) best interest regardless of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and impact on the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactoryDebt Securities.

Obligations of Collateral Manager. In accordance with the Collateral Manager Standardperformance standard set forth in Section 2(a), the Collateral Manager shall take care to avoid taking any action that would (a) materially adversely affect the status of the Issuer for purposes of United States federal or state law, or other law applicable to the Issuer, (b) not be permitted by the Issuer’s Organizational Instruments, copies of which the Collateral Manager acknowledges the Issuer has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer or the pool of Assets as an “investment company” under Section 8 of the 1940 Act, Act or (e) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests in the Assets in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clientsclients). If the Collateral Manager is directed ordered by the Issuer Issuer’s beneficial owners or the requisite Holders or beneficial owners of the Notes or holders of the Interests, as applicable, to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer Issuer’s beneficial owners then requests request the Collateral Manager to do so and both a Majority of the Controlling Class and a Majority of the Interests Subordinated Notes have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose shall not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholdersshareholders, partners, directors, members, managers, directors, officers or employees of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer delivers to the Collateral Manager an opinion Opinion of counsel Counsel (from outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer or over the Collateral Manager. Neither the Collateral ManagerManager nor its Affiliates, its affiliates, nor stockholdersshareholders, partners, directors, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer provided for in this Section 7 or Section 10 shall be payable out of the Assets in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.

Obligations of Collateral Manager. In accordance with the Collateral Manager Standardperformance standard set forth in Section 2(a), the Collateral Manager shall take care to avoid taking any action that would (a) materially adversely affect the status of the Issuer Borrower for purposes of United States federal or state law, or other law applicable to the IssuerBorrower, (b) not be permitted by the IssuerBorrower’s Organizational InstrumentsConstituent Documents, copies of which the Collateral Manager acknowledges the Issuer Borrower has provided to the Collateral Manager, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the IssuerBorrower, including, without limitation, actions which would violate any United States federal, state or other applicable securities law that is known by the Collateral Manager to be applicable to it and, in each case, the violation of which would have a Material Adverse Effect on the Issuer Borrower or have a material adverse effect on the ability of the Collateral Manager to perform its obligations hereunder, (d) require registration of the Issuer Borrower or the pool of Assets Collateral as an “investment company” under Section 8 of the 1940 Investment Company Act, (e) [reserved], or (ef) knowingly and willfully adversely affect the interests of the Holders of the Notes or the holders of the Interests Secured Parties in the Assets Collateral in any material respect (other than (i) as expressly permitted hereunder, under the Master Loan Sale Agreement hereunder or under the Indenture Credit Agreement or (ii) in connection with any action taken in the ordinary course of business of the Collateral Manager in accordance with its fiduciary duties to its Clientsclients). If the Collateral Manager is directed ordered by the Issuer Borrower's beneficial owners or the requisite Holders of the Notes Lenders or holders of the Interests, as applicable, Controlling Parties to take any action which would, or could reasonably be expected to, in each case in its reasonable business judgment, have any such consequences, the Collateral Manager shall promptly notify the Issuer Borrower that such action would, or could reasonably be expected to, in each case in its reasonable business judgment, have one or more of the consequences set forth above and shall not take such action unless the Issuer Borrower's beneficial owners then requests request the Collateral Manager to do so and both a the Majority of Lenders and the Controlling Class and a Majority of the Interests Subordinated Noteholders have consented thereto in writing. Notwithstanding any such request, the Collateral Manager may, in its sole discretion, choose shall not to take such action unless (1) arrangements satisfactory to it are made to insure or indemnify the Collateral Manager, affiliates Affiliates of the Collateral Manager and stockholdersshareholders, partners, directors, members, managers, directors, officers or employees of the Collateral Manager or such affiliates Affiliates from any liability and expense it may incur as a result of such action and (2) if the Collateral Manager so requests in respect of a question of law, the Issuer Borrower delivers to the Collateral Manager an opinion of counsel (from a nationally or internationally recognized and reputable outside counsel satisfactory to the Collateral Manager) that the action so requested does not violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer Borrower or over the Collateral Manager. Neither the Collateral ManagerManager nor its Affiliates, its affiliates, nor stockholdersshareholders, partners, directors, members, managers, directors, officers or employees of the Collateral Manager or of its affiliates shall be liable to the Issuer Borrower or any other Person, except as provided in Section 10. Notwithstanding anything contained in this Agreement to the contrary, any indemnification or insurance by the Issuer Borrower provided for in this Section 7 or Section 10 shall be payable out of the Assets Collateral in accordance with the Priority of Payments, and the Collateral Manager may take into account such Priority of Payments in determining whether any proposed indemnity arrangements contemplated by this Section 7 are satisfactory.