Common use of Collateral Management Clause in Contracts

Collateral Management. (a) The Borrower hereby appoints the Collateral Manager and the Collateral Manager hereby accepts such appointment as its portfolio manager and attorney in fact for purposes of performing all actions permitted or required to be performed by the Borrower under any Loan Document, including without limitation: (i) determining specific Proposed Assets to be purchased or Assets to be sold by the Borrower (and executing trades on behalf of the Borrower), taking into consideration the provisions of the Loan Documents and the Borrower’s Organizational Documents and the expected funding of the Borrower from the proceeds of the Parent Offering Transaction on the Maturity Date, and in the event the Parent Offering Transaction does not occur, to preserve and maximize the value of the Collateral such that the liquidation thereof would satisfy in full all Obligations in accordance with the terms hereof; (ii) acting upon requests for waiver, modification or amendment of the terms of the Assets; and (iii) consulting and negotiating with the Lender in connection with any sale of Assets hereunder including pursuant to Section 6.16. (b) The Collateral Manager shall, in rendering its services hereunder, use a degree of skill and attention no less than that which the Collateral Manager exercises with respect to comparable assets that it manages for itself and for others having similar investment objectives and restrictions and, to the extent not inconsistent with the foregoing, in accordance with its existing practices and procedures relating to assets of the nature and character of the Collateral, except as expressly provided otherwise in this Agreement. The Collateral Manager shall follow its customary standards, policies and procedures relating to the management of structured vehicles comparable to the Borrower in performing its duties hereunder. The Collateral Manager shall comply with and perform all the duties and functions that have been specifically delegated to it under this Agreement. The Collateral Manager shall cause any purchase or sale of any Assets to be conducted on an arm’s length basis or on terms that would be obtained in an arm’s length transaction. All purchases and sales of Assets by the Collateral Manager on behalf of the Borrower shall be in accordance with reasonable and customary business practices and in compliance with applicable laws. Notwithstanding anything contained herein to the contrary, the Collateral Manager shall not have liability for any act or omission performed or omitted in connection with its role as Collateral Manager unless the Collateral Manager shall have acted in bad faith or with reckless disregard of its duties hereunder. (c) The Collateral Manager shall not receive a fee for its services hereunder. (d) 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, in the exercise of reasonable judgment consistent with the standard of care set forth in this Section 9.16, would (a) materially adversely affect the Borrower for purposes of United States federal or state law or any other law known to the Collateral Manager to be applicable to the Borrower, (b) not be permitted under the Borrower’s Organizational Documents or (c) require registration of the Borrower or the Collateral as an “investment company” under the Investment Company Act, 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 or the conduct of its business generally. 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 the Loan Documents and the Borrower’s Organizational Documents. Notwithstanding anything herein, the Collateral Manager shall not take any discretionary action that would reasonably be expected to cause a Termination Event. 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 hereunder. (e) The Borrower and the Collateral Manager are not partners or joint venturers with each other and nothing herein shall be construed to make them such partners or joint venturers or impose any liability as such on either of them. The Collateral Manager’s relation to the Borrower shall be deemed to be that of an independent contractor. (f) The Collateral Manager shall not assign any of its rights or obligations hereunder to any other Person without the prior written consent of the Lender.

Collateral Management. (a) The Until the occurrence and continuance of an Event of Default, Borrower hereby appoints the Collateral Manager and the Collateral Manager hereby accepts such appointment as its portfolio manager and attorney in fact for purposes of performing all actions permitted or required to be performed by the Borrower under any Loan Document, including without limitation: shall: (i) determining specific Proposed Assets be entitled to receive and retain Distributions from its Subsidiaries, provided that Borrower shall deposit all Distributions received from its Subsidiaries in a separate deposit account maintained at Bank into which no other funds shall be purchased or Assets to be sold by deposited (the Borrower (and executing trades on behalf of the Borrower“Distribution Account”), taking into consideration the provisions of the Loan Documents and the Borrower’s Organizational Documents and the expected funding of the Borrower from the proceeds of the Parent Offering Transaction on the Maturity Date, and in the event the Parent Offering Transaction does not occur, to preserve and maximize the value of the Collateral such that the liquidation thereof would satisfy in full all Obligations in accordance with the terms hereof; ; (ii) acting upon requests for waiverhave access to the Distribution Account and may use the funds therein in the ordinary course of its business as conducted on the date hereof; and (iii) be entitled to exercise any voting rights with respect to the Equity Interests in Borrower’s Subsidiaries and to give consents, modification waivers and ratifications in respect thereof, provided that no vote shall be cast or amendment consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of the Assets; and (iii) consulting and negotiating with the Lender in connection with this Agreement or which would constitute or create any sale violation of Assets hereunder including pursuant to Section 6.16any of such terms. (b) The Collateral Manager shallFollowing the occurrence and during the continuance of an Event of Default, in rendering its services hereunder, use a degree Borrower acknowledges and agrees that: (i) all of skill Borrower’s rights under Section 4.3(b) shall immediately and attention no less than that which the Collateral Manager exercises with respect automatically terminate without Bank’s need to comparable assets that it manages for itself take any further action or give Borrower any notice; and (ii) Bank may block Borrower’s and for others having similar investment objectives and restrictions and, any other Person’s access to the extent not inconsistent with Distribution Account, and Bank may apply the foregoing, funds therein to the Obligations in accordance with its existing practices and procedures relating to assets of the nature and character of the Collateral, except as expressly provided otherwise in this Agreement. The Collateral Manager shall follow its customary standards, policies and procedures relating to the management of structured vehicles comparable to the Borrower in performing its duties hereunder. The Collateral Manager shall comply with and perform all the duties and functions that have been specifically delegated to it under this Agreement. The Collateral Manager shall cause any purchase or sale of any Assets to be conducted on an arm’s length basis or on terms that would be obtained in an arm’s length transaction. All purchases and sales of Assets by the Collateral Manager on behalf of the Borrower shall be in accordance with reasonable and customary business practices and in compliance with applicable laws. Notwithstanding anything contained herein to the contrary, the Collateral Manager shall not have liability for any act or omission performed or omitted in connection with its role as Collateral Manager unless the Collateral Manager shall have acted in bad faith or with reckless disregard of its duties hereunder. (c) The Collateral Manager shall not receive a fee for its services hereunder. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (dand any of Bank’s designated officers, or employees) 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, in the exercise of reasonable judgment consistent with the standard of care set forth in this Section 9.16, would (a) materially adversely affect the Borrower for purposes of United States federal or state law or any other law known to the Collateral Manager to be applicable to the Borrower, (b) not be permitted under the as Borrower’s Organizational Documents or (c) require registration of the Borrower or the Collateral as an “investment company” under the Investment Company Act, it being understood that in connection with the foregoing the Collateral Manager will not be required true and lawful attorney to direct Borrower’s Subsidiaries to make any independent investigation of any facts or laws not otherwise known Distributions that the Subsidiaries are entitled to it in connection with its obligations make under this Agreement or applicable Law to the conduct of its business generallyDistribution Account. 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 foregoing appointment of its duties under the Loan Documents and the Bank as Borrower’s Organizational Documents. Notwithstanding anything hereinattorney in fact, and each and every one of Bank’s rights and powers in this clause (d), being coupled with an interest, are irrevocable until all of the Collateral Manager shall not take any discretionary action that would reasonably be expected to cause a Termination Event. The Collateral Manager covenants that it shall comply in all material respects with all laws Obligations have been fully repaid and regulations applicable to it in connection with the performance of its duties hereunder. (e) The Borrower performed and the Collateral Manager are not partners or joint venturers with each other and nothing herein shall be construed Bank’s obligation to make them such partners or joint venturers or impose any liability as such on either of them. The Collateral Manager’s relation to the Borrower shall be deemed to be that of an independent contractorTerm Loans hereunder is terminated. (f) The Collateral Manager shall not assign any of its rights or obligations hereunder to any other Person without the prior written consent of the Lender.

Collateral Management. (a) The Until the occurrence and continuance of an Event of Default, Borrower hereby appoints the Collateral Manager and the Collateral Manager hereby accepts such appointment as its portfolio manager and attorney in fact for purposes of performing all actions permitted or required to be performed by the Borrower under any Loan Document, including without limitation: shall: (i) determining specific Proposed Assets be entitled to receive and retain Distributions from its Subsidiaries, provided that Borrower shall deposit all Distributions received from its Subsidiaries in a separate deposit account maintained at Bank into which no other funds shall be purchased or Assets to be sold by deposited (the Borrower (and executing trades on behalf of the Borrower“Distribution Account”), taking into consideration the provisions of the Loan Documents and the Borrower’s Organizational Documents and the expected funding of the Borrower from the proceeds of the Parent Offering Transaction on the Maturity Date, and in the event the Parent Offering Transaction does not occur, to preserve and maximize the value of the Collateral such that the liquidation thereof would satisfy in full all Obligations in accordance with the terms hereof; ; (ii) acting upon requests for waiverhave access to the Distribution Account and may use the funds therein in the ordinary course of its business as conducted on the date hereof; and (iii) be entitled to exercise any voting rights with respect to the Equity Interests in Borrower’s Subsidiaries and to give consents, modification waivers and ratifications in respect thereof, provided that no vote shall be cast or amendment consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of the Assets; and (iii) consulting and negotiating with the Lender in connection with this Agreement or which would constitute or create any sale violation of Assets hereunder including pursuant to Section 6.16any of such terms. (b) The Collateral Manager shallFollowing the occurrence and during the continuance of an Event of ▇▇▇▇▇▇▇, in rendering its services hereunder, use a degree ▇▇▇▇▇▇▇▇ acknowledges and agrees that: (i) all of skill Borrower’s rights under Section 4.3(b) shall immediately and attention no less than that which the Collateral Manager exercises with respect automatically terminate without Bank’s need to comparable assets that it manages for itself take any further action or give Borrower any notice; and (ii) Bank may block Borrower’s and for others having similar investment objectives and restrictions and, any other Person’s access to the extent not inconsistent with Distribution Account, and Bank may apply the foregoing, funds therein to the Obligations in accordance with its existing practices and procedures relating to assets of the nature and character of the Collateral, except as expressly provided otherwise in this Agreement. The Collateral Manager shall follow its customary standards, policies and procedures relating to the management of structured vehicles comparable to the Borrower in performing its duties hereunder. The Collateral Manager shall comply with and perform all the duties and functions ; provided that have been specifically delegated to it under this Agreement. The Collateral Manager shall cause any purchase or sale of any Assets to be conducted on an arm’s length basis or on terms that would be obtained in an arm’s length transaction. All purchases and sales of Assets by the Collateral Manager on behalf of the Borrower shall not be restricted from paying its taxes in accordance with reasonable and customary business practices and in compliance with applicable laws. Notwithstanding anything contained herein Section 6.3 so long as it provides prior written notice to the contrary, the Collateral Manager shall not have liability for any act or omission performed or omitted in connection with its role as Collateral Manager unless the Collateral Manager shall have acted in bad faith or with reckless disregard of its duties hereunderBank describing such taxes required to be paid. (c) The Collateral Manager shall not receive a fee for its services hereunder. Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (dand any of Bank’s designated officers, or employees) 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, in the exercise of reasonable judgment consistent with the standard of care set forth in this Section 9.16, would (a) materially adversely affect the Borrower for purposes of United States federal or state law or any other law known to the Collateral Manager to be applicable to the Borrower, (b) not be permitted under the as Borrower’s Organizational Documents or (c) require registration of the Borrower or the Collateral as an “investment company” under the Investment Company Act, it being understood that in connection with the foregoing the Collateral Manager will not be required true and lawful attorney to direct Borrower’s Subsidiaries to make any independent investigation of any facts or laws not otherwise known Distributions that the Subsidiaries are entitled to it in connection with its obligations make under this Agreement or applicable Law to the conduct of its business generallyDistribution Account. The Collateral Manager covenants that it shall comply foregoing appointment of Bank as ▇▇▇▇▇▇▇▇’s attorney in fact, and each and every one of Bank’s rights and powers in this clause (d), being coupled with an interest, are irrevocable until all material respects with all laws of the Obligations have been fully repaid and regulations applicable to it in connection with the performance of its duties under the Loan Documents performed and the BorrowerBank’s Organizational Documents. Notwithstanding anything herein, the Collateral Manager shall not take any discretionary action that would reasonably be expected to cause a Termination Event. 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 hereunder. (e) The Borrower and the Collateral Manager are not partners or joint venturers with each other and nothing herein shall be construed obligation to make them such partners or joint venturers or impose any liability as such on either of them. The Collateral Manager’s relation to the Borrower shall be deemed to be that of an independent contractorTerm Loans hereunder is terminated. (f) The Collateral Manager shall not assign any of its rights or obligations hereunder to any other Person without the prior written consent of the Lender.