INDEMNIFIED PARTY
WAIVES ITS RIGHT TO INDEMNIFICATION HEREUNDER, THE INDEMNIFYING PARTY SHALL NOT
BE ENTITLED TO APPOINT COUNSEL TO REPRESENT SUCH INDEMNIFIED PARTY NOR SHALL THE
INDEMNIFYING PARTY REIMBURSE SUCH INDEMNIFIED PARTY FOR ANY COSTS OF COUNSEL TO
SUCH INDEMNIFIED PARTY.
(F)
NOTHING HEREIN SHALL IN ANY WAY
CONSTITUTE A WAIVER OR LIMITATION OF ANY RIGHTS THAT THE ISSUER OR THE
COLLATERAL MANAGER MAY HAVE UNDER ANY UNITED STATES FEDERAL OR STATE SECURITIES
LAWS.
14.
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.
(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, 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 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.