Common use of Collateral Event Clause in Contracts

Collateral Event. (a) On the Collateral Signing Date, Borrower and each Guarantor of Payment shall execute and deliver to the Collateral Agent, for the benefit of the Lenders, a (a) Security Agreement, (b) Collateral Assignment and Security Agreement, (c) Pledge Agreement, if applicable, together with the appropriate share certificates referenced therein, and (d) Mortgage, if applicable; together with such U.C.C. financing statements, or other evidence of the Liens granted pursuant to any of the foregoing documents as Agent and the Majority Banks deem necessary or appropriate, all of which shall be in form and substance reasonably satisfactory to the Collateral Agent, Agent and the Majority Banks. (b) Agent and the Banks hereby agree that each Security Document executed by Borrower or any Guarantor of Payment, on or after the Collateral Signing Date, shall be held by the Collateral Agent in escrow until the occurrence of a Collateral Event. Any Lien granted by Borrower or any Guarantor of Payment to the Collateral Agent, for the benefit of the Lenders, pursuant to any of such Security Documents shall not be effective and, for all purposes, shall not be deemed to have been granted unless and until the occurrence of a Collateral Event. (c) Immediately and automatically upon the occurrence of a Leverage Event, or, in the alternative, at the written direction of the Majority Banks to the Collateral Agent after the occurrence of an Event of Default (each a "Collateral Event"), each of the Security Documents shall be automatically released from the escrow and the Lien granted in each such Security Document shall be immediately effective, without action on the part of any Person. Upon the occurrence of a Collateral Event, the Collateral Agent shall be authorized to file or record any UCC financing statement, mortgage or other evidence of the Liens granted pursuant to the Security Documents, or take any other action consistent therewith in order to provide further security to the Lenders. In addition, Borrower shall provide notice to Agent and the Banks contemporaneously with any notice provided to the Noteholders under Section 5.9(e) of the Note Agreements. 4. The Credit Agreement is hereby amended to delete Section 5.7(a) therefrom in its entirety and to insert in place thereof the following:

Collateral Event. In the event that, during the period in which the Adviser holds Adviser Shares in the Collateral Account either (a) On the Collateral Signing DateAdviser does not make a Fund Reimbursement Payment due in connection with a particular calendar month within 30 days of the following calendar month or (b) at the request of the Adviser, Borrower and each Guarantor of Payment shall execute and deliver to the Collateral Agent, Board enacts a resolution calling for the benefit liquidation of the Lenders, a Fund (either (a) Security Agreement, or (b) Collateral Assignment and Security Agreement), (c) Pledge Agreement, if applicable, together with the appropriate share certificates referenced therein, and (d) Mortgage, if applicable; together with such U.C.C. financing statements, or other evidence of the Liens granted pursuant to any of the foregoing documents as Agent and the Majority Banks deem necessary or appropriate, all of which shall be in form and substance reasonably satisfactory to the Collateral Agent, Agent and the Majority Banks. (b) Agent and the Banks hereby agree that each Security Document executed by Borrower or any Guarantor of Payment, on or after the Collateral Signing Date, shall be held by the Collateral Agent in escrow until the occurrence of a Collateral Event. Any Lien granted by Borrower or any Guarantor of Payment to the Collateral Agent, for the benefit of the Lenders, pursuant to any of such Security Documents shall not be effective and, for all purposes, shall not be deemed to have been granted unless and until the occurrence of a Collateral Event. (c) Immediately and automatically upon the occurrence of a Leverage Event, or, in the alternative, at the written direction of the Majority Banks to the Collateral Agent after the occurrence of an Event of Default (each a "Collateral Event"), each then, in either event, the Board shall have absolute discretion, [subject to the terms of the Security Documents Registration Statement,] to redeem Adviser Shares held in the Collateral Account up to the value of $30,000 and utilize the proceeds from such redemption to make any required Fund Reimbursement Payment, or to cover any costs or expenses which the Board, in its reasonable discretion, estimates will be required in connection with the liquidation of the Fund (the "Liquidation Expenses"). Pursuant to the terms of Paragraph 6 of this Agreement, upon authorization from the Board, but subject to the provisions of the Control Agreement, no further instructions shall be automatically released required from the escrow Adviser for the Securities Intermediary to transfer Collateral from the Collateral Account to the Fund up to the value, in aggregate over all such transfers, of $30,000. The Adviser acknowledges that in the event the value of the Collateral available in the Collateral Account is less than US$30,000 (such shortfall being the "Collateral Shortfall"), the Trust may, by not less than 14 days’ notice in writing to the Adviser, request the Adviser to subscribe for further Shares of the Fund (the class of such Shares being at the Adviser’s sole discretion) in an amount equal to the Collateral Shortfall. For the avoidance of doubt, in the event the value of the Collateral available in the Collateral Account is greater than US$30,000 (such excess being the “Collateral Excess”), neither the Trust nor the Securities Intermediary shall have any rights to or liens over the Collateral Excess and the Lien granted in each such Security Document shall be immediately effectiveAdviser may, without action on the part of any Person. Upon the occurrence of a Collateral Event, at its sole discretion redeem or withdraw an amount equal to the Collateral Agent shall be authorized Excess, subject to file or record any UCC financing statement, mortgage or other evidence the terms of the Liens granted pursuant to the Security Documents, or take any other action consistent therewith in order to provide further security to the Lenders. In addition, Borrower shall provide notice to Agent and the Banks contemporaneously with any notice provided to the Noteholders under Section 5.9(e) of the Note AgreementsRegistration Statement. 4. The Credit Agreement is hereby amended to delete Section 5.7(a) therefrom in its entirety and to insert in place thereof the following: