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.