Management of Collateral. Subject to the other terms and conditions of this Agreement, each Priority Secured Creditor shall have the exclusive right to manage, perform and enforce the terms of the applicable Obligation Documents with respect to its Priority Collateral, to exercise and enforce all privileges and rights thereunder according to its sole discretion and the exercise of its sole business judgment, including the exclusive right to take or retake control or possession of such Priority Collateral and to hold, prepare for sale, process, Dispose of, or liquidate such Priority Collateral and to incur expenses in connection with such Disposition and to exercise all the rights and remedies of a secured lender under the UCC of any applicable jurisdiction. In conducting any public or private sale under the UCC of its Priority Collateral, the Priority Secured Creditor shall give the Junior Secured Creditor such notice (a “UCC Notice”) of such sale as may be required by the applicable UCC; provided, however, that 10 days’ notice shall be deemed to be commercially reasonable notice. Except as specifically provided in this Section 3.2 or Section 3.4 below, notwithstanding any rights or remedies available to a Junior Secured Creditor under any of the applicable Obligation Documents, applicable law or otherwise, no Junior Secured Creditor shall, directly or indirectly, take any Enforcement Action with respect to Collateral that, as to such Junior Secured Creditor, is Non-Priority Collateral; provided that, subject at all times to the provisions of Section 2, upon the expiration of the applicable Standstill Period, a Junior Secured Creditor (other than any Existing Notes Creditor) may take any Enforcement Action as to such Collateral (provided that it gives the Priority Secured Creditor at least 10 Business Days written notice prior to taking such Enforcement Action); provided, further, that notwithstanding the expiration of the Standstill Period or anything herein to the contrary, in no event shall any Junior Secured Creditor take any Enforcement Action or exercise or continue to exercise any such rights or remedies, or commence or petition for any such action or proceeding (including any foreclosure action or proceeding or any Insolvency Proceeding) as to its Non-Priority Collateral if either (i) an Insolvency Proceeding occurs and is continuing or (ii) the Priority Secured Creditor shall have commenced the enforcement or exercise of any rights or remedies with respect to more than a d...
Management of Collateral. Each Grantor further agrees, if an Event of Default shall have occurred and be continuing, (i) at the Collateral Agent’s request, to assemble the Collateral and make it available to the Collateral Agent at places which the Collateral Agent shall reasonably select, whether at such Grantor’s premises or elsewhere, (ii) without limiting the foregoing, the Collateral Agent also has the right to require that each Grantor store and keep any Collateral pending further action by the Collateral Agent and, while any such Collateral is so stored or kept, provide such guards and maintenance services as shall be reasonably necessary to protect the same and to preserve and maintain such Collateral in good condition, (iii) until the Collateral Agent is able to transfer any Collateral, the Collateral Agent shall have the right to hold or use such Collateral to the extent that it deems appropriate for the purpose of preserving the Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent and (iv) the Collateral Agent may, if it so elects, seek the appointment of a receiver or keeper to take possession of any Collateral and to enforce any of the Collateral Agent’s remedies (for the benefit of the Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment. Notwithstanding the foregoing, the Collateral Agent’s rights under this paragraph (c) are subject to the applicable limitations under federal Law. The Collateral Agent shall not have any obligation to any Grantor to maintain or preserve the rights of any Grantor as against third parties with respect to any Collateral while such Collateral is in the possession of the Collateral Agent.
Management of Collateral. Section 8.01
Management of Collateral. (a) After the occurrence and during the continuance of an Event of Default, the Agent may send a notice of assignment and/or notice of the Holders’ security interest to any and all Account Debtors or third parties holding or otherwise concerned with any of the Collateral, and thereafter the Agent shall have the sole right to collect the Accounts Receivable and/or take possession of the Collateral and the books and records relating thereto. During the continuance of a Default (except with respect to an Account Receivable owed by an unaffiliated third party and only in the ordinary course of business in an amount and manner consistent with past practice) or Event of Default, the Obligors shall not, without prior written consent of the Agent, grant any extension of time of payment of any Account Receivable, compromise or settle any Account Receivable for less than the full amount thereof, release, in whole or in part, any Person or property liable for the payment thereof, or allow any credit or discount whatsoever thereon.
Management of Collateral. Notwithstanding anything to the contrary contained in any of the Note Documents, until Discharge of First Lien Obligations has occurred: (a) First Lien Creditors shall have the exclusive right to manage the Collateral, including the exclusive right to perform and enforce the terms of the Note Documents with respect to the Collateral and to exercise and enforce all privileges and rights thereunder according to First Lien Creditors’ sole discretion, including, without limitation, the exclusive right to enforce or settle insurance claims with respect to the Collateral, to pay, compromise, or settle competing claims, liens, or security interests affecting the Collateral, to take or retake control or possession of the Collateral, and to hold, prepare for sale, sell, lease, or liquidate the Collateral; (b) neither Second Lien Creditors nor any Person acting on their behalf shall exercise any Secured Party Remedies with respect to the Collateral; and (c) any and all proceeds of the Collateral which shall come into the possession, control, or custody of any Second Lien Creditor will be deemed to have been received for the account of any First Lien Creditor and shall be immediately delivered or paid, as applicable, over to First Lien Creditors. In connection with the provisions of Section 6(a), each Second Lien Creditor waives any and all rights to affect the method or challenge the appropriateness of any action by First Lien Creditors with respect to the Collateral, and waives any claims or defenses it may have against First Lien Creditors, including any such claims or defenses based on any actions or omissions of any such person, in connection with the perfection, maintenance, enforcement, foreclosure, sale, liquidation, or release of any lien or security interest therein by First Lien Creditors, or any modification or waiver of any Note Documents, except as provided or limited under this Agreement.
Management of Collateral. (a) The Property shall be managed at all times by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to the Subordination of Property Management Agreement or Agreements, each Approved Property Manager shall agree that its Approved Management Agreement and all fees thereunder (including any incentive fees) are subject and subordinate to the Indebtedness. Borrower may from time to time appoint an Approved Property Manager to manage the Property pursuant to an Approved Management Agreement, and such successor manager shall execute for Lender's benefit a Subordination of Property Management Agreement in form and substance reasonably satisfactory to Lender. The per annum fees of the Approved Property Manager (including any incentive fees) shall not, at any time, exceed three percent (3.0%) of the gross revenues of the Property for the then most recently concluded Test Period.
Management of Collateral. (a) The Property shall at all times be either self-managed or managed by an Approved Property Manager pursuant to an Approved Management Agreement. Pursuant to a Subordination of Property Management Agreement, each Approved Property Manager shall agree that its Approved Management Agreement, and all fees (including any incentive fees and base fees) thereunder, are subject and subordinate to the Indebtedness and that no fees payable thereunder shall accrue as between such Approved Property Manager and Lender as a result of Borrower’s failure to pay any amounts (without in any way implying any obligation on the part of Lender to pay any fees payable by Borrower to any Approved Property Manager); provided that in the case of any Approved Property Manager that is not an Affiliate of Borrower, base fees shall be subordinate to the Loan only if and to the extent such base fees exceed 2% of gross revenues per annum (i.e., only the portion of the base fee that exceeds 2% of gross revenues shall be subordinate). Borrower may from time to time appoint one or more new or successor managers with respect to any one or more Properties, which new or successor managers shall be 84 Approved Property Managers, to manage Properties pursuant to one or more Approved Management Agreements, and such successor managers shall execute for Lender’s benefit Subordinations of Property Management Agreement in form and substance reasonably satisfactory to Lender. Borrower may from time to time enter into, modify or replace an Approved Management Agreement, but any entering, material modification or replacement of any such Approved Management Agreement shall be subject to Lender’s prior written consent (which consent shall not, in the absence of a continuing Event of Default, be unreasonably withheld, delayed or conditioned).
Management of Collateral. Until all amounts owing upon Senior Indebtedness shall have been paid in full in cash and the Loan Agreement terminated, Bank shall have the exclusive right to manage, perform and enforce the terms of the Senior Lending Agreements with respect to the Collateral and to exercise and enforce all privileges and rights thereunder according to its discretion and exercise of its business judgment, including, without limitation, the exclusive right to enforce or settle insurance claims, take or retake control or possession of the Collateral and to hold, prepare for sale, process, sell, lease, dispose of, or liquidate the Collateral, subject to the requirement that the net proceeds of such sale or other disposition are applied to the Senior Indebtedness and/or the Subordinated Indebtedness as required under Section 3.6. In connection therewith, Subordinated Lender waives any and all rights to affect the method or challenge the appropriateness of any action by Bank.
Management of Collateral. Notwithstanding anything to the contrary contained in any of the Notes (with respect to provisions addressing management of Collateral only):
Management of Collateral. Upon each and every entering into and taking of possession of the Collateral, or part or parts thereof or interests therein, by the Bank through its own actions and by the Bank through those of its agents and other persons, Bank may directly and through its agents and other persons, hold, store, use, operate, repair, restore, preserve, protect, manage and control all and any part or parts of, and interests in the Collateral, and conduct the business related thereto; and, without limiting the foregoing, from time to time and at any time, the Bank may do and the Bank may have done or direct the doing of any one or more of the following through itself, its agents and such other persons as Bank deems appropriate under the circumstances:
