Common use of Obligations of Collateral Manager Clause in Contracts

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 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 any action which it knows, or acting with gross negligence, would (a) materially adversely affect the 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, (b) not be permitted under the Issuer’s Memorandum and Articles of Association or the Co-Issuer’s limited liability company agreement, (c) require registration of the Issuer, the Co-Issuer or the Assets as an “investment company” under the Investment Company Act or (d) cause the Issuer to violate the terms of the Indenture, including any representation or 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 the Indenture or the conduct of its business generally. The Collateral Manager will perform its duties under this Agreement and the Indenture in 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 Indenture, the Collateral Manager shall 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 to 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 a determination that the Issuer has engaged, in 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 efforts to ensure that no action is taken by it, and shall not intentionally or with reckless disregard take 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 the contrary herein, but subject to the standard set forth in Section ‎1 hereof, the Collateral Manager or any of 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 Managers deems to be in its (or in its portfolio’s) best interest regardless of its impact on the Collateral Debt Securities.

Obligations of Collateral Manager. (a) The Collateral Manager to the extent required under the Indenture, and on behalf of the Issuer, shall shall: (i) engage the services of an Independent certified accountant to prepare any United States federalFederal, 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, each a “Tax Return”), (ii) deliver, at least thirty (30) 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 any action which it knows, or acting with gross negligence, would (a) materially adversely affect the 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, (b) not be permitted under the Issuer’s Memorandum and Articles of Association or the Co-Issuer’s limited liability company agreement, (c) require registration of the Issuer, the Co-Issuer or the Assets as an “investment company” under the Investment Company Act or (d) cause the Issuer to violate the terms of the Indenture, including any representation or 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 the Indenture or the conduct of its business generally. The Collateral Manager will perform its duties under this Agreement and the Indenture in 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 Indenture, the Collateral Manager shall 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 to 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 a determination that the Issuer has engaged, in 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 efforts to ensure that no action is taken by it, and shall not intentionally or with reckless disregard take 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 the contrary herein, but subject to the standard set forth in Section ‎1 hereof, the Collateral Manager or any of 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 Managers deems to be in its (or in its portfolio’s) best interest regardless of its impact on the Collateral Debt Securities.

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 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 this Agreement, the Indenture or this Agreement other Loan Documents or by applicable law, the Collateral Manager shall not intentionally take any action action, which it knows, knows or acting with gross negligence, should know would (a) materially adversely affect the 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 IssuerCompany, (b) not be permitted under the Issuer’s Memorandum and Articles of Association or the Co-Issuer’s limited liability company agreement, (c) require registration of the Issuer, the Co-Issuer Company or the Assets Company’s assets as an “investment company” under the Investment Company Act Act, (c) 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 violate the terms of the IndentureCredit Agreement or the other Loan Documents or (e) subject the Company to federal, including any representation state or certification to be given by the Issuer thereunder or pursuant thereto, 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 and or the Indenture other Loan Documents or the conduct of its business generally. The Collateral Manager will perform 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 other Loan Documents. Notwithstanding anything in 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 Indenturethis Agreement, the Collateral Manager shall not take any discretionary action that would reasonably be deemed expected to have complied with cause an Event of Default under 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 to 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 a determination that the Issuer has engaged, in a U.S. trade or business for U.S. federal income tax purposes if it has complied with this sectionCredit Agreement. The Collateral Manager covenants that it shall use (i) not hold out the Collateral Loans as its assets, (ii) take all commercially reasonable efforts actions reasonably necessary to ensure that no action is taken the Collateral Loans are held in the name of the Company or, if held by itan 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 intentionally identify itself as a division or with reckless disregard take 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 the contrary herein, but subject to the standard set forth in Section ‎1 hereof, the Collateral Manager or any of 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 department of the Collateral Managers deems to be in its (or in its portfolio’s) best interest regardless of its impact on the Collateral Debt SecuritiesCompany.

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 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 specifically required by any provision of the Indenture 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 any action which it knows, or acting with gross negligence, would (a) materially adversely affect the Issuer for purposes of Cayman Islands law, United States federal or state 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 under the Issuer’s Memorandum and Articles of Association or the Co-Issuer’s limited liability company agreementOrganization Documents, (c) violate any law, rule or regulation of any governmental body or agency having jurisdiction over the Issuer, including, without limitation, any Cayman Islands or United States federal, state or other applicable securities law the violation of which would have an 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 hereunder or under the provisions of the Indenture applicable to it, (d) require registration of the Issuer, the Co-Issuer or the pool of Assets as an “investment company” under the Investment Company Act or Act, (de) cause the Issuer to violate the terms of the Indenture; (f) adversely affect the interests of the Noteholders in any material respect (other than as permitted or required hereunder or under the Indenture, including any representation or certification (g) cause the Issuer to be given by the Issuer thereunder a taxable mortgage pool or pursuant theretootherwise 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 that, in connection with the foregoing 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 connection with its obligations under this Agreement and or the Indenture Indenture, or the conduct of its business generally). The Collateral Manager will perform 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 in 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 Indenture. Notwithstanding anything in this Agreement, the Collateral Manager shall not take any discretionary action that could reasonably be deemed expected to have complied with cause an Event of Default under the requirements Indenture. From and after the occurrence of the Indenture and any certifications, certificates or other related documents required pursuant to the Indenture in connection with not subjecting the Issuer to U.S. federal or state income taxation, if it satisfies the requirements set forth in this sentence and will not be liable to the Trusteean Event of Default, the Holders Collateral Manager shall continue to perform and be bound by the provisions of this Agreement and the NotesIndenture. (b) At all times when the Class A Notes are Outstanding, the Co-Issuers, the Co-Issuers’ creditors or any other Person as a result Collateral Manager and/or its Affiliates shall hold (indirectly through Clover REIT) Limited Partnership Interests of the Issuer engaging, or a determination that the Issuer has engaged, in a U.S. trade or business for U.S. federal income tax purposes if it has complied with this sectionrepresenting an initial investment amount of not less than $25,000,000. The Collateral Manager agrees that it will not, 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 its Affiliates shall use all commercially reasonable efforts not be required to ensure that no action is taken by ithold any Limited Partnership Interests of the Issuer, and shall not intentionally or be restricted from hedging their respective exposures with reckless disregard take any actionrespect to such Limited Partnership Interests, which in 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 the contrary herein, but subject to the standard set forth in Section ‎1 hereof, the Collateral Manager or any of its Affiliates may take any action that is not specifically prohibited by the Indenture, this Agreement or applicable law event that the Collateral Manager or any Affiliate of the Collateral Managers deems has bene removed for cause pursuant to be Section 12 and a successor collateral manager has been appointed in its (or in its portfolio’s) best interest regardless of its impact on the Collateral Debt Securitiesaccordance with Section 11 hereof.

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 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 any action which it knows, or acting with gross negligence, would (a) materially adversely affect the 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, (b) not be permitted under the Issuer’s Memorandum and Articles of Association or the Co-Issuer’s limited liability company agreement, (c) require registration of the Issuer, the Co-Issuer or the Assets as an “investment company” under the Investment Company Act or (d) cause the Issuer to violate the terms of the Indenture, including any representation or 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 the Indenture or the conduct of its business generally. The Collateral Manager will perform its duties under this Agreement and the Indenture in 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 Indenture, the Collateral Manager shall 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 to 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 a determination that the Issuer has engaged, in 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 efforts to ensure that no action is taken by it, and shall not intentionally or with reckless disregard take 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 the contrary herein, but subject to the standard set forth in Section ‎1 1 hereof, the Collateral Manager or any of 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 Managers deems to be in its (or in its portfolio’s) best interest regardless of its impact on the Collateral Debt Securities.

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 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 Transaction Documents or this Agreement or by applicable law, the Collateral Manager shall not intentionally take any action action, which it knows, knows or acting with gross negligence, should know would (a) materially adversely affect the 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 IssuerCompany, (b) not be permitted under the Issuer’s Memorandum and Articles of Association or the Co-Issuer’s limited liability company agreement, (c) require registration of the Issuer, the Co-Issuer Company or the Assets Company’s assets as an “investment company” under the Investment Company Act 1940 Act, (c) not be permitted under the Company’s operating agreement or certificate of formation (including, but not limited to, Section 9 thereof), (d) cause the Issuer Company to violate the terms of the IndentureTransaction Documents, including (e) subject the Company to federal, state or other income taxation, or (f) adversely affect the interests of the Administrative Agent in any representation material respect (other than as permitted or certification to be given by required hereunder or under the Issuer thereunder or pursuant theretoTransaction Documents, including, without limitation, as may result from the performance of any Loan), 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 the Indenture Transaction Documents or the conduct of its business generally. The Collateral Manager will perform 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 Transaction Documents. Notwithstanding anything in 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 Indenturethis Agreement, the Collateral Manager shall not take any discretionary action that would reasonably be deemed expected to have complied with cause an Event of Default under 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 to 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 a determination that the Issuer has engaged, in a U.S. trade or business for U.S. federal income tax purposes if it has complied with this sectionLSA. The Collateral Manager covenants that it shall use (i) not hold out the Portfolio Assets as its assets, (ii) take all commercially reasonable efforts action to ensure that no action is taken the Portfolio Assets are held in the name of the Company or, if held by itan 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 intentionally identify itself as a division or with reckless disregard take 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 the contrary herein, but subject to the standard set forth in Section ‎1 hereof, the Collateral Manager or any of 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 department of the Collateral Managers deems to be in its (or in its portfolio’s) best interest regardless of its impact on the Collateral Debt SecuritiesCompany.

Obligations of Collateral Manager. (a) The Collateral Manager to the extent required under the Indenture, and on behalf of the Issuer, shall shall: (i) engage the services of an Independent certified accountant to prepare any United States federalFederal, 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, each a “Tax Return”), (ii) deliver, at least thirty (30) 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 any action which it knows, or acting with gross negligence, would (a) materially adversely affect the 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, (b) not be permitted under the Issuer’s Memorandum and Articles of Association or the Co-Issuer’s limited liability company agreement, (c) require registration of the Issuer, the Co-Issuer or the Assets as an “investment company” under the Investment Company Act or (d) cause the Issuer to violate the terms of the Indenture, including any representation or 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 the Indenture or the conduct of its business generally. The Collateral Manager will perform its duties under this Agreement and the Indenture in 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 Indenture, the Collateral Manager shall 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 to 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 a determination that the Issuer has engaged, in a U.S. trade or business for U.S. federal income tax purposes if it has complied with this sectionpurposes. 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, 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 the contrary herein, but subject to the standard set forth in Section ‎1 hereof, the Collateral Manager or any of 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 Managers deems to be in its (or in its portfolio’s) best interest regardless of its impact on the Collateral Debt Securities.