Common use of Liabilities and Obligations of Replacement Collateral Manager Clause in Contracts

Liabilities and Obligations of Replacement Collateral Manager. Upon its appointment, the Replacement Collateral Manager shall be the successor in all respects to the Collateral Manager with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Collateral Manager by the terms and provisions hereof, and all references in this Agreement to the Collateral Manager shall be deemed to refer to the Replacement Collateral Manager; provided that the Replacement Collateral Manager shall have (i) no liability with respect to any action performed by the terminated Collateral Manager prior to the date that the Replacement Collateral Manager becomes the successor to the Collateral Manager or any claim of a third party based on any alleged action or inaction of the terminated Collateral Manager, (ii) no obligation to pay any Taxes required to be paid by the Collateral Manager (provided that the Replacement Collateral Manager shall pay any income Taxes for which it is liable), (iii) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, (iv) no liability or obligation with respect to any Collateral Manager indemnification obligations of any prior Collateral Manager, including the original Collateral Manager and (v) for the avoidance of doubt, the Replacement Collateral Manager shall not have the power to cause the Borrower to purchase additional Collateral Assets. The indemnification obligations of the Replacement Collateral Manager upon becoming a Replacement Collateral Manager, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Collateral Manager shall have no liability relating to the representations and warranties of the Collateral Manager contained in Section 4.03.

Liabilities and Obligations of Replacement Collateral Manager. (i) Upon its appointment as Collateral Manager pursuant to and in accordance with Section ‎6.01(c) (the date of such appointment, the “Assumption Date”), the Replacement Collateral Manager shall be the successor in all respects to the Collateral Manager with respect to servicing functions under this Agreement Agreement, and, from and shall be subject to all after the responsibilitiesAssumption Date, duties and liabilities relating thereto placed on the Collateral Manager by the terms and provisions hereof, and all references in this Agreement to the Collateral Manager (except as otherwise expressly specified herein) shall be deemed to refer to the such Replacement Collateral Manager. (ii) The Replacement Collateral Manager shall take all commercially reasonable actions as may be necessary and sufficient to commence performance of all of the duties of the Collateral Manager under this Agreement as soon as possible following the Assumption Date, and, in any event, shall be subject to all of the responsibilities, duties and liabilities of the Collateral Manager from and after the Assumption Date; provided that the Replacement Collateral Manager Manager, shall have (i) no liability with respect to any action performed by the terminated Collateral Manager prior to the date that the Replacement Collateral Manager becomes the successor to the Collateral Manager Assumption Date or any claim of a third party based on any alleged action or inaction of the terminated Collateral Manager, (ii) no obligation to pay any Taxes required to be paid by the Collateral Manager (provided that the Replacement Collateral Manager shall pay any income Taxes for which it is liable), (iii) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, (iv) no liability or obligation with respect to any Collateral Manager indemnification obligations of any prior Collateral Manager, including the original Collateral Manager Manager, and (viii) no liability for any failure of the avoidance of doubt, the Replacement predecessor Collateral Manager shall not have the power to cause the Borrower to purchase additional Collateral Assets. The indemnification obligations of the Replacement perform its duties as Collateral Manager upon becoming a Replacement Collateral Manager, are expressly limited to those or any loss or damages arising on account from such failure that results from the actions or inactions of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement such predecessor Collateral Manager shall have no liability relating to on or before the representations and warranties of the Collateral Manager contained in Section 4.03Assumption Date.

Liabilities and Obligations of Replacement Collateral Manager. Upon its appointment, the Replacement Collateral Manager shall be the successor in all respects to the Collateral Manager with respect to servicing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Collateral Manager by the terms and provisions hereof, and all references in this Agreement to the Collateral Manager shall be deemed to refer to the Replacement Collateral Manager; provided that that, the Replacement Collateral Manager shall have (i) no liability with respect to any action performed by the terminated Collateral Manager prior to the date that the Replacement Collateral Manager becomes the successor to the Collateral Manager or any claim of a third party based on any alleged action or inaction of the terminated Collateral Manager, (ii) no obligation to perform any advancing obligations, if any, of the Collateral Manager unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Collateral Manager (provided that the Replacement Collateral Manager shall pay any income Taxes for which it is liable), (iiiiv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, and (ivv) no liability or obligation with respect to any Collateral Manager indemnification obligations of any prior Collateral Manager, including the original Collateral Manager and (v) for the avoidance of doubt, the Replacement Collateral Manager shall not have the power to cause the Borrower to purchase additional Collateral AssetsManager. The indemnification obligations of the Replacement Collateral Manager upon becoming a Replacement Collateral Manager, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Collateral Manager shall have no liability relating to the representations and warranties of the Collateral Manager contained in Section 4.03.

Liabilities and Obligations of Replacement Collateral Manager. Upon its appointment, the Replacement Collateral Manager shall be the successor in all respects to the Collateral Manager with respect to servicing managing functions under this Agreement and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Collateral Manager by the terms and provisions hereof, and all references in this Agreement to the Collateral Manager shall be deemed to refer to the Replacement Collateral Manager; , provided that the Replacement Collateral Manager Manager, as applicable, shall have (i) no liability with respect to any action performed by the terminated Collateral Manager prior to the date that the Replacement Collateral Manager becomes the successor to the Collateral Manager or any claim of a third party based on any alleged action or inaction of the terminated Collateral Manager, (ii) no obligation to perform any advancing obligations, if any, of the Collateral Manager unless it elects to in its sole discretion, (iii) no obligation to pay any Taxes required to be paid by the Collateral Manager (provided that the Replacement Collateral Manager shall pay any income Taxes for which it is liable), (iiiiv) no obligation to pay any of the fees and expenses of any other party to the transactions contemplated hereby, (ivv) no liability or obligation with respect to any Collateral Manager indemnification obligations of any prior Collateral Manager, including the original Collateral Manager and (vvi) for the avoidance of doubt, the Replacement Collateral Manager shall not have the no power to cause acquire or dispose of Loan Assets on behalf of the Borrower to purchase additional Collateral AssetsBorrower. The indemnification obligations of the Replacement Collateral Manager Manager, upon becoming a Replacement Collateral Manager, are expressly limited to those arising on account of its failure to act in good faith and with reasonable care under the circumstances. In addition, the Replacement Collateral Manager shall have no liability relating to the representations and warranties of the Collateral Manager terminated collateral manager contained in Section 4.03.