Common use of Obligations of Collateral Manager Clause in Contracts

Obligations of Collateral Manager. (a) Unless otherwise required by any provision of this Agreement or by applicable law, the Collateral Manager shall not intentionally take any action, which it knows or should know would (i) materially and adversely affect the status of the Issuer or the Co-Issuer for purposes of United States federal or state law or any other law known to the Collateral Manager to be applicable to the Issuer or the Co-Issuer, (ii) not be permitted under the Issuer’s Memorandum and Articles of Association or other organization documents, or the Co-Issuer’s Certificate of Formation, limited liability company agreement or other organization documents, (iii) require registration of the Issuer, the Co-Issuer or the trust fund established under the Indenture as an “investment company” under the Investment Company Act, (iv) cause the Issuer to fail to qualify as a qualified REIT subsidiary (as defined in section 856(i)(2) of the Code) unless the Issuer has received an Opinion of Counsel that the Issuer will not be treated as a foreign corporation that is not engaged in a trade or business in the United States or otherwise subject to U.S. federal income tax on a net basis or (v) cause the Issuer to violate any material terms of the Indenture, including without limitation any representations of the Issuer given pursuant to the Indenture in respect of the Collateral. The Collateral Manager covenants that it shall 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. Notwithstanding anything in this Agreement, the Collateral Manager shall not take any discretionary action that would reasonably be expected to cause an Event of Default under the Indenture.

Obligations of Collateral Manager. (a) Unless otherwise required by any provision of this Agreement or by applicable law, the Collateral Manager shall not intentionally take any action, which it knows or should know would (i) materially and adversely affect the status of the Issuer or the Co-Issuer for purposes of United States federal or state law or any other law known to the Collateral Manager to be applicable to the Issuer or the Co-Issuer, (ii) not be permitted under the Issuer’s Memorandum memorandum and Articles articles of Association association or other organization documents, or the Co-Issuer’s Certificate certificate of Formationformation, limited liability company agreement or other organization documents, (iii) require registration of the Issuer, the Co-Issuer or the trust fund established under the Indenture as an “investment company” under the Investment Company Act, (iv) cause the Issuer to fail to qualify as a qualified REIT subsidiary (as defined in section 856(i)(2) of the Code) unless the Issuer has received an Opinion of Counsel that the Issuer will not be treated as a foreign corporation that is not engaged in a trade or business in the United States or otherwise subject to U.S. federal income tax on a net basis or (v) cause the Issuer to violate any material terms of the Indenture, including without limitation any representations of the Issuer given pursuant to the Indenture in respect of the Collateral. The Collateral Manager covenants that it shall 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. Notwithstanding anything in this Agreement, the Collateral Manager shall not take any discretionary action that would reasonably be expected to cause an Event of Default under the Indenture.

Obligations of Collateral Manager. (a) Unless otherwise required by any provision Subject to the terms of this Agreement or by applicable lawthe 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 any action, which it knows or should know would (ia) materially and adversely affect the status of the Issuer or the Co-Issuer for purposes of United States U.S. federal or state law or any other law known which, in the Collateral Manager’s good faith judgment is applicable to the Issuer, (b) be in violation of the Issuer’s organizational 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 U.S. federal, state or other applicable securities law the violation of which would have a material adverse effect on the business, operations, assets or financial condition of the Issuer, or the ability of the Collateral Manager to be applicable to the Issuer or the Co-Issuerperform its obligations hereunder, (ii) not be permitted under the Issuer’s Memorandum and Articles of Association or other organization documents, or the Co-Issuer’s Certificate of Formation, limited liability company agreement or other organization documents, (iiid) require registration of the Issuer, the Co-Issuer or the trust fund established under the Indenture pool of Assets as an “investment company” under the Investment Company 1940 Act, or (ive) cause result in the Issuer to fail to qualify as a qualified REIT subsidiary (as defined in section 856(i)(2) of the Code) unless the Issuer has received an Opinion of Counsel that the Issuer will not be treated as a foreign corporation that is not engaged in a trade or business in the United States or otherwise subject to U.S. federal income tax on a net basis or (v) cause the Issuer to violate violating any material terms term of the Indenture, including without limitation any representations of . It is understood that (x) the Issuer given pursuant Firm and their respective Personnel shall not be liable to the Indenture Issuer, the Trustee, any Secured Party or any other Person except as provided in respect of Section 9 and (y) in connection with the Collateral. The foregoing the Collateral Manager covenants that it shall comply in all material respects with all not be required to make any independent investigation of any facts or laws and regulations applicable not otherwise known to it in connection with the performance of its duties obligations under this Agreement and the IndentureIndenture or the conduct of its business generally. Notwithstanding anything in this Agreement, The Collateral Manager need not take any action unless arrangements satisfactory to it are made to insure or indemnify the Collateral Manager shall not take from any discretionary action that would reasonably be expected to cause an Event liability it may incur as a result of Default under the Indenturesuch action.

Obligations of Collateral Manager. (a) Unless otherwise required by any a provision of the Indenture 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 any action, which it the Collateral Manager knows or reasonably should know would (i) could reasonably be expected to materially and adversely affect the status of the Issuer or the Co-Issuer Co‑Issuer for purposes of Cayman Islands law, Delaware law, United States federal or state law or any other law known to the Collateral Manager to be applicable to the Issuer or the Co-IssuerCo‑Issuer, (ii) would not be permitted under the Issuer’s Memorandum and Articles of Association or other organization documents, Issuer or the Co-IssuerCo‑Issuer’s Certificate of Formation, limited liability company agreement or other organization documentsGoverning Documents, (iii) would require registration of the Issuer, the Co-Issuer or the trust fund established under Co‑Issuer or the Indenture Collateral as an “investment company” under the Investment Company 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 Qualified REIT subsidiary (as defined in section 856(i)(2) of the Code) Subsidiary unless the Issuer has received an Opinion opinion of Counsel Dechert LLP, Xxxxxx & Xxxxxx LLP or another nationally recognized tax counsel experienced in such matters that the Issuer will not be treated as a foreign corporation that is will not be treated as engaged in a trade or business in the United States or otherwise subject to U.S. for federal income tax purposes, (vi) would have a materially adverse United States federal or state income tax effect on a net basis the Issuer or (vvii) cause would result in the Issuer to violate entering into any material terms of the Indenture, including without limitation any representations of the Issuer given pursuant to the Indenture in respect of the Collateral. The Collateral Manager covenants that it shall comply in all material respects with all laws and regulations applicable to it “reportable transactions” in connection with the performance of its duties under this Agreement and the Indenture. Notwithstanding anything in this Agreement, U.S. Internal Revenue Service tax shelter rules unless the Collateral Manager shall not take notifies the Issuer immediately after entering into any discretionary action that would reasonably be expected to cause an Event of Default under the Indenturesuch reportable transactions.

Obligations of Collateral Manager. (a) Unless otherwise required by any provision of this Agreement Agreement, the other Loan Documents or by applicable law, the Collateral Manager shall not intentionally take any action, which it knows or should know would (ia) materially and adversely affect the status of the Issuer or the Co-Issuer Company for purposes of United States federal or state law or any other law known to the Collateral Manager to be applicable to the Issuer or the Co-IssuerCompany, (ii) not be permitted under the Issuer’s Memorandum and Articles of Association or other organization documents, or the Co-Issuer’s Certificate of Formation, limited liability company agreement or other organization documents, (iiib) require registration of the Issuer, the Co-Issuer Company or the trust fund established under the Indenture Company’s assets as an “investment company” under the Investment Company Act, (ivc) not be permitted under the Company’s LLC Agreement or certificate of formation (including, but not limited to, Section 9 of the Company’s LLC Agreement), (d) cause the Issuer Company to fail to qualify as a qualified REIT subsidiary (as defined in section 856(i)(2) violate the terms of the CodeCredit Agreement or the other Loan Documents or (e) unless subject the Issuer has received an Opinion of Counsel Company to federal, state or other income taxation; it being understood that in connection with the Issuer foregoing the Collateral Manager will not be treated as a foreign corporation that is required to make any independent investigation of any facts or laws not engaged otherwise known to it in a trade connection with its obligations under this Agreement or the other Loan Documents or the conduct of its business in the United States or otherwise subject to U.S. federal income tax on a net basis or (v) cause the Issuer to violate any material terms of the Indenture, including without limitation any representations of the Issuer given pursuant to the Indenture in respect of the Collateralgenerally. The Collateral Manager covenants that it shall 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 Indentureother Loan Documents. Notwithstanding anything in this Agreement, the Collateral Manager shall not take any discretionary action that would reasonably be expected to cause an Event of Default under the IndentureCredit Agreement. The Collateral Manager covenants that it shall (i) not hold out the Collateral Loans as its assets, (ii) take all actions reasonably necessary to ensure that the Collateral Loans are held in the name of the Company or, if held by an agent of the Company, clearly designate such agent as being the Company’s agent, (iii) cause the Company to comply with the terms of Section 5.18 of the Credit Agreement and (iv) not fail to correct any known misunderstandings regarding the separate identity of the Company and shall not identify itself as a division or department of the Company.