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...
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) The Collateral Manager to 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.
Obligations of Collateral Manager. Unless otherwise required by this Agreement or by applicable law, the Collateral Manager shall not intentionally take any action, which it knows or should know would (a) materially adversely affect the Company for purposes of United States federal or state law or any other law known to the Collateral Manager to be applicable to the Company, (b) require registration of the Company or the Company’s assets as an “investment company” under the Investment Company Act, (c) not be permitted under the Company’s operating agreement or certificate of formation (including, but not limited to, Section 9 of the Company’s operating agreement), (d) cause the Company to violate the terms of the Global Master Repurchase Agreement, or (e) subject the Company to federal, state or other income taxation; 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 or the conduct of its business generally. 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. 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 Global Master Repurchase Agreement. The Collateral Manager covenants that it shall 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.
Obligations of Collateral Manager. (a) Unless otherwise specifically required by any provision of the Indenture or this Agreement or by applicable law, the Collateral Manager shall not intentionally or with gross negligence or reckless disregard take any action that would:
Obligations of Collateral Manager. Unless otherwise specifically required by any provision of the Indenture 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 it shall not intentionally or with reckless disregard take any action, which would (A) materially adversely affect the Issuer or the 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-Issuer,
Obligations of Collateral Manager. Subject to the limitations set forth in Section 10 hereof, the Collateral Manager shall use commercially reasonable efforts to ensure that no action is taken by it, and shall not intentionally or with reckless disregard take any action, which would (a) materially adversely affect the status of the Issuer for purposes of Cayman Islands law, United States Federal or state law or any other law which, to the Collateral Manager’s actual knowledge, is applicable to the Issuer, (b) not be permitted by the Issuer’s Governing Instruments, (c) cause the Issuer to violate any United States Federal or state law or any other law known to the Collateral Manager to be applicable to the Issuer, the violation of which has would have a material adverse effect on the business, operations, assets or financial condition of the Issuer, (d) require registration of the Issuer, the Co-Issuer or the pool of Collateral as an “investment company” under the Investment Company Act, (e) result in the Issuer violating the terms of the Indenture in any material respect,
Obligations of Collateral Manager. 19 Section 8......... Compensation.......................................................................................... 20
