Common use of Administration of Collateral Clause in Contracts

Administration of Collateral. The following provisions shall govern the administration of the Collateral: (a) So long as no Event of Default shall have occurred: (i) The Borrower shall be entitled to exercise any and all voting and other consensual rights pertaining to the Collateral or any part thereof for any purpose not inconsistent with the terms of this Agreement or the Note; provided, however, that the Borrower shall not exercise or refrain from exercising any such right if, in the Pledgeholder's judgment, such action or inaction would have a material adverse effect on the value of the Collateral or any part thereof; and provided, further, that the Borrower shall give the Pledgeholder at least five (5) days' written notice of the manner in which he intends to exercise, and the reasons therefor, or the reasons for refraining from exercising, any such right. (ii) The Borrower shall be entitled to receive all cash dividends and other cash distributions paid or payable with respect to any of the Collateral. Any and all instruments and other property (other than cash or checks) received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to the Pledgeholder to hold as Collateral and shall, if received by the Borrower, be received in trust for the benefit of the Pledgeholder, be segregated from the other property or funds of Borrower, and be forthwith delivered to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsement). (b) If an Event of Default has occurred: (i) All rights of Borrower to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 5.3(a)(i) and to receive the dividends which he would otherwise be authorized to receive and retain pursuant to Section 5.3(a)(ii) shall cease, and all such rights shall, upon notice by the Pledgeholder to Borrower, become vested in the Pledgeholder who shall thereupon have the sole right to exercise such voting and other consensual rights and the sole right to receive and hold as Collateral such dividends (and to the extent permissible, apply them to the Obligations of the Borrower); and (ii) All dividends which are received by the Borrower contrary to the provisions of paragraph (i) of this Section 5.3(b) shall be received in trust for the benefit of the Pledgeholder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsement).

Administration of Collateral. The following provisions shall govern (i) Each Secured Party (acting through the administration Senior Indenture Trustee or its applicable Additional Authorized Representative, as applicable) hereby appoints the Collateral Agent to serve as Collateral Agent and agent hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Agent will serve as Collateral Agent hereunder, for the benefit solely and exclusively of the Collateralpresent and future Secured Parties, and will, subject to Section 6 hereof, and subject to the Intercreditor Agreement: (aA) So long as no Event of Default shall have occurred:accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, perform its obligations under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents; (iB) The Borrower shall take all lawful and commercially reasonable actions permitted under the Intercreditor Agreement, the Security Documents and applicable law and as it may be entitled directed by the Additional Authorized Representative to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (C) deliver and receive notices pursuant to the Intercreditor Agreement and the Security Documents; (D) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise any or enforce the rights and all voting remedies of a secured party (including a mortgagee, trust deed beneficiary and other consensual rights pertaining insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies; (E) remit as provided in Section 4(d) all cash proceeds received by the Collateral Agent from the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any part thereof for any purpose not inconsistent with the terms of its other interests, rights, powers or remedies; (F) execute and deliver amendments to this Agreement or and the Note; provided, however, Security Documents as from time to time authorized pursuant to Section 8 accompanied by an opinion of counsel and Officer’s Certificate to the effect that the Borrower shall not exercise amendment was permitted under Section 8; and (G) release or refrain from exercising subordinate any such right if, in the Pledgeholder's judgment, such action or inaction would have a material adverse effect on the value of the Transaction Lien granted to it by any Security Document upon any Collateral or any part thereof; if and provided, further, that the Borrower shall give the Pledgeholder at least five (5) days' written notice of the manner in which he intends to exercise, and the reasons therefor, or the reasons for refraining from exercising, any such rightas required by Section 7. (ii) The Borrower shall be entitled Each Secured Party (acting through the Senior Indenture Trustee or its applicable Additional Authorized Representative, as applicable) acknowledges and consents to receive all cash dividends and other cash distributions paid or payable with respect to any the undertaking of the Collateral. Any Collateral Agent set forth in Section 3(c)(i) and all instruments and agrees to each of the other property (other than cash or checks) received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered provisions of this Agreement applicable to the Pledgeholder to hold Collateral Agent. (iii) Each Secured Party (acting through the Senior Indenture Trustee or its applicable Additional Authorized Representative, as Collateral applicable) acknowledges and shall, if received agrees that the payment and satisfaction of all of the Secured Obligations will be secured equally and ratably by the Borrower, be received Transaction Liens established in trust favor of the Collateral Agent for the benefit of the Pledgeholder, be segregated from the other property or funds of Borrower, and be forthwith delivered to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsement)Secured Parties. (b) If an Event of Default has occurred: (i) All rights of Borrower to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 5.3(a)(i) and to receive the dividends which he would otherwise be authorized to receive and retain pursuant to Section 5.3(a)(ii) shall cease, and all such rights shall, upon notice by the Pledgeholder to Borrower, become vested in the Pledgeholder who shall thereupon have the sole right to exercise such voting and other consensual rights and the sole right to receive and hold as Collateral such dividends (and to the extent permissible, apply them to the Obligations of the Borrower); and (ii) All dividends which are received by the Borrower contrary to the provisions of paragraph (i) of this Section 5.3(b) shall be received in trust for the benefit of the Pledgeholder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsement).

Administration of Collateral. The following provisions shall govern (i) Each Secured Party (acting through the administration Senior Indenture Trustee or its applicable Additional Authorized Representative, as applicable) hereby appoints the Collateral Agent to serve as Collateral Agent and agent hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Agent will serve as Collateral Agent hereunder, for the benefit solely and exclusively of the Collateralpresent and future Secured Parties, and will, subject to Section 6 hereof, and subject to the Intercreditor Agreement: (aA) So long as no Event of Default shall have occurred:accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, perform its obligations under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents; (iB) The Borrower shall take all lawful and commercially reasonable actions permitted under the Intercreditor Agreement, the Security Documents and applicable law and as it may be entitled directed by the Additional Authorized Representative to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (C) deliver and receive notices pursuant to the Intercreditor Agreement and the Security Documents; (D) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise any or enforce the rights and all voting remedies of a secured party (including a mortgagee, trust deed beneficiary and other consensual rights pertaining insurance beneficiary or loss payee) with respect to the Collateral or any part thereof for any purpose not inconsistent with under the terms of this Agreement or the Note; providedSecurity Documents and its other interests, howeverrights, that the Borrower shall not exercise or refrain from exercising any such right if, in the Pledgeholder's judgment, such action or inaction would have a material adverse effect on the value of the Collateral or any part thereof; powers and provided, further, that the Borrower shall give the Pledgeholder at least five (5) days' written notice of the manner in which he intends to exercise, and the reasons therefor, or the reasons for refraining from exercising, any such right.remedies; (iiE) The Borrower shall be entitled to receive remit as provided in Section 4(d) all cash dividends and other cash distributions paid or payable with respect to any of the Collateral. Any and all instruments and other property (other than cash or checks) received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to the Pledgeholder to hold as Collateral and shall, if proceeds received by the Borrower, be received in trust for the benefit of the Pledgeholder, be segregated Collateral Agent from the other property collection, foreclosure or funds enforcement of Borrower, and be forthwith delivered to the Pledgeholder as Collateral its interest in the same form as so received (with Collateral under the Security Documents or any necessary indorsement). (b) If an Event of Default has occurred: (i) All rights of Borrower to exercise the voting and its other consensual rights which he would otherwise be entitled to exercise pursuant to Section 5.3(a)(i) and to receive the dividends which he would otherwise be authorized to receive and retain pursuant to Section 5.3(a)(ii) shall ceaseinterests, and all such rights shallrights, upon notice by the Pledgeholder to Borrower, become vested in the Pledgeholder who shall thereupon have the sole right to exercise such voting and other consensual rights and the sole right to receive and hold as Collateral such dividends (and to the extent permissible, apply them to the Obligations of the Borrower); and (ii) All dividends which are received by the Borrower contrary to the provisions of paragraph (i) of this Section 5.3(b) shall be received in trust for the benefit of the Pledgeholder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsement).powers or remedies;

Administration of Collateral. The following provisions shall govern (i) Each Secured Party (acting through the administration Senior Indenture Trustee or its applicable Additional Authorized Representative, as applicable) hereby appoints the Collateral Agent to serve as Collateral Agent and agent hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Agent will serve as Collateral Agent hereunder, for the benefit solely and exclusively of the Collateralpresent and future Secured Parties, and will, subject to Section 6 hereof, and subject to the Intercreditor Agreement: (aA) So long as no Event of Default shall have occurred:accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, perform its obligations under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents; (iB) The Borrower shall take all lawful and commercially reasonable actions permitted under the Intercreditor Agreement, the Security Documents and applicable law and as it may be entitled directed by the Additional Authorized Representative to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (C) deliver and receive notices pursuant to the Intercreditor Agreement and the Security Documents; (D) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise any or enforce the rights and all voting remedies of a secured party (including a mortgagee, trust deed beneficiary and other consensual rights pertaining insurance beneficiary or loss payee) with respect to the Collateral or any part thereof for any purpose not inconsistent with under the terms of this Agreement or the Note; providedSecurity Documents and its other interests, howeverrights, that the Borrower shall not exercise or refrain from exercising any such right if, in the Pledgeholder's judgment, such action or inaction would have a material adverse effect on the value of the Collateral or any part thereof; powers and provided, further, that the Borrower shall give the Pledgeholder at least five (5) days' written notice of the manner in which he intends to exercise, and the reasons therefor, or the reasons for refraining from exercising, any such right.remedies; (iiE) The Borrower shall be entitled to receive remit as provided in Section 4(d) all cash dividends and other cash distributions paid or payable with respect to any of the Collateral. Any and all instruments and other property (other than cash or checks) received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered to the Pledgeholder to hold as Collateral and shall, if proceeds received by the Borrower, be received in trust for the benefit of the Pledgeholder, be segregated Collateral Agent from the other property collection, foreclosure or funds enforcement of Borrower, and be forthwith delivered to the Pledgeholder as Collateral its interest in the same form as so received (with Collateral under the Security Documents or any necessary indorsement).of its other interests, rights, powers or remedies; (bF) If an Event of Default has occurred: (i) All rights of Borrower execute and deliver amendments to exercise this Agreement and the voting and other consensual rights which he would otherwise be entitled Security Documents as from time to exercise time authorized pursuant to Section 5.3(a)(i) 8 accompanied by an opinion of counsel and to receive the dividends which he would otherwise be authorized to receive and retain pursuant to Section 5.3(a)(ii) shall cease, and all such rights shall, upon notice by the Pledgeholder to Borrower, become vested in the Pledgeholder who shall thereupon have the sole right to exercise such voting and other consensual rights and the sole right to receive and hold as Collateral such dividends (and Officer’s Certificate to the extent permissible, apply them to effect that the Obligations of the Borrower)amendment was permitted under Section 8; and (ii) All dividends which are received by the Borrower contrary to the provisions of paragraph (i) of this Section 5.3(b) shall be received in trust for the benefit of the Pledgeholder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsement).

Administration of Collateral. The following provisions shall govern (i) Each Secured Party (acting through the administration Credit Agreement Administrative Agent, the Trustee or its applicable Additional Authorized Representative, as applicable) hereby appoints the Collateral Trustee to serve as Collateral Trustee and agent hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Trustee will serve as Collateral Trustee hereunder, for the benefit solely and exclusively of the Collateralpresent and future Secured Parties, and, subject to the Credit Agreement, the Note Indenture and each Additional Parity Lien Facility, as applicable: (aA) So long as no Event of Default will accept, enter into, hold, maintain, administer and may (but shall have occurred:not be obligated to) enforce all Security Documents, including all Collateral subject thereto, and all Transaction Liens created thereunder, perform its obligations under the Security Documents and protect, and may (but shall not be obligated to) exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents; (iB) The Borrower will take all lawful and commercially reasonable actions permitted under the Security Documents that it may deem reasonably necessary to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (C) will deliver and receive notices pursuant to the Security Documents; (D) may (but shall not be entitled to obligated to) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise any or enforce the rights and all voting remedies of a secured party (including a mortgagee, trust deed beneficiary and other consensual rights pertaining insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies; (E) will remit as provided in Section 4(d) all cash proceeds received by the Collateral Trustee from the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any part thereof for of its other interests, rights, powers or remedies; (F) will execute and deliver the Vessel Mortgages and the other Security Documents, including any purpose not inconsistent Vessel Mortgages and any other Security Documents with the terms of respect to After-Acquired Property as authorized under Section 3(c)(iv); (G) will execute and deliver amendments to this Agreement or and the Note; provided, however, Security Documents as from time to time authorized pursuant to Section 8 accompanied by an Officer’s Certificate and an Opinion of Counsel to the effect that the Borrower shall not exercise amendment was permitted under Section 8; and (H) will release or refrain from exercising subordinate any such right if, in the Pledgeholder's judgment, such action or inaction would have a material adverse effect on the value of the Transaction Lien granted to it by any Security Document upon any Collateral or any part thereof; if and provided, further, that the Borrower shall give the Pledgeholder at least five (5) days' written notice of the manner in which he intends to exercise, and the reasons therefor, or the reasons for refraining from exercising, any such rightas required by Section 7. (ii) The Borrower shall be entitled Each Secured Party (acting through the Credit Agreement Administrative Agent, the Trustee or its applicable Additional Authorized Representative, as applicable) acknowledges and consents to receive all cash dividends and other cash distributions paid or payable with respect to any the undertaking of the Collateral. Any Collateral Trustee set forth in Section 3(c)(i) and all instruments and agrees to each of the other property (other than cash or checks) received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered provisions of this Agreement applicable to the Pledgeholder to hold Collateral Trustee. (iii) Each Secured Party (acting through the Credit Agreement Administrative Agent, the Trustee or its applicable Additional Authorized Representative, as Collateral applicable) acknowledges and shall, if received agrees that the payment and satisfaction of all of the Parity Lien Obligations will be secured equally and ratably by the Borrower, be received Transaction Liens established in trust favor of the Collateral Trustee for the benefit of the Pledgeholder, be segregated from the other property or funds of Borrower, and be forthwith delivered to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsement)Secured Parties. (biv) If an Event Each Secured Party (acting through the Credit Agreement Administrative Agent, the Trustee or its applicable Additional Authorized Representative, as applicable) hereby authorizes the Collateral Trustee to execute and deliver, for and on behalf of Default has occurred: (i) All rights each such Secured Party, on or about the date of Borrower to exercise this Agreement and at any time following the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 5.3(a)(i) and to receive date of this Agreement, the dividends which he would otherwise be authorized to receive and retain pursuant to Section 5.3(a)(ii) shall cease, and all such rights shall, upon notice by the Pledgeholder to Borrower, become vested in the Pledgeholder who shall thereupon have the sole right to exercise such voting and other consensual rights Vessel Mortgages and the sole right other Security Documents, including any Vessel Mortgages and any other Security Documents with respect to receive and hold as Collateral such dividends (and to the extent permissible, apply them to the Obligations of the Borrower); and (ii) All dividends which are received by the Borrower contrary to the provisions of paragraph (i) of this Section 5.3(b) shall be received in trust for the benefit of the Pledgeholder, shall be segregated from other funds of the Borrower and shall be forthwith paid over to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsement)After-Acquired Property.

Administration of Collateral. The following provisions shall govern (i) Each Secured Party (acting through the administration Trustee or its applicable Additional Authorized Representative, as applicable) hereby appoints the Collateral Trustee to serve as Collateral Trustee and agent hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Trustee will serve as Collateral Trustee hereunder, for the benefit solely and exclusively of the Collateralpresent and future Secured Parties, and, subject to the Intercreditor Agreement and the Indenture, as applicable: (aA) So long as no Event of Default will accept, enter into, hold, maintain, administer and may (but shall have occurred:not be obligated to) enforce all Security Documents, including all Collateral subject thereto, and all Transaction Liens created thereunder, perform its obligations under the Security Documents and protect, and may (but shall not be obligated to) exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents; (iB) The Borrower will take all lawful and commercially reasonable actions permitted under the Intercreditor Agreement and the Security Documents that it may deem reasonably necessary to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies; (C) will deliver and receive notices pursuant to the Intercreditor Agreement and the Security Documents; (D) may (but shall not be entitled to obligated to) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise any or enforce the rights and all voting remedies of a secured party (including a mortgagee, trust deed beneficiary and other consensual rights pertaining insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies; (E) will remit as provided in Section 4(d) all cash proceeds received by the Collateral Trustee from the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any part thereof for any purpose not inconsistent with the terms of its other interests, rights, powers or remedies; (F) will execute and deliver amendments to this Agreement or and the Note; provided, however, Security Documents as from time to time authorized pursuant to Section 8 accompanied by an Officer’s Certificate and an opinion of counsel to the effect that the Borrower shall not exercise amendment was permitted under Section 8; and (G) will release or refrain from exercising subordinate any such right if, in the Pledgeholder's judgment, such action or inaction would have a material adverse effect on the value of the Transaction Lien granted to it by any Security Document upon any Collateral or any part thereof; if and provided, further, that the Borrower shall give the Pledgeholder at least five (5) days' written notice of the manner in which he intends to exercise, and the reasons therefor, or the reasons for refraining from exercising, any such rightas required by Section 7. (ii) The Borrower shall be entitled Each Secured Party (acting through the Trustee or its applicable Additional Authorized Representative, as applicable) acknowledges and consents to receive all cash dividends and other cash distributions paid or payable with respect to any the undertaking of the Collateral. Any Collateral Trustee set forth in Section 3(c)(i) and all instruments and agrees to each of the other property (other than cash or checks) received, receivable or otherwise distributed in respect of, or in exchange for, any Collateral, shall be, and shall be forthwith delivered provisions of this Agreement applicable to the Pledgeholder to hold Collateral Trustee. (iii) Each Secured Party (acting through the Trustee or its applicable Additional Authorized Representative, as Collateral applicable) acknowledges and shall, if received agrees that the payment and satisfaction of all of the Parity Lien Obligations will be secured equally and ratably by the Borrower, be received Transaction Liens established in trust favor of the Collateral Trustee for the benefit of the PledgeholderSecured Parties (provided, that if provided by the terms thereof or with the consent of the holders thereof, a Series of Additional Parity Lien Obligations may be segregated from the other property or funds of Borrower, and be forthwith delivered to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsement). (b) If an Event of Default has occurred: secured by Liens (i) All rights of Borrower to exercise the voting and other consensual rights which he would otherwise be entitled to exercise pursuant to Section 5.3(a)(i) and to receive the dividends which he would otherwise be authorized to receive and retain pursuant to Section 5.3(a)(ii) shall cease, and all such rights shall, upon notice by the Pledgeholder to Borrower, become vested in the Pledgeholder who shall thereupon have the sole right to exercise such voting and other consensual rights and the sole right to receive and hold as Collateral such dividends (and that are junior to the extent permissible, apply them Liens on the assets and property securing the Note Obligations and/or the ABL Obligations (but in no event secured by a Lien that is senior to the Obligations of Liens securing the Borrower); and Note Obligations) or (ii) All dividends which are received secured by the Borrower contrary to the provisions of paragraph Liens on assets and property comprising less (ibut not more) of this Section 5.3(b) shall be received in trust for the benefit than all of the Pledgeholder, shall be segregated from other funds of assets and properties upon which Liens have been granted to secure the Borrower and shall be forthwith paid over to the Pledgeholder as Collateral in the same form as so received (with any necessary indorsementParity Lien Obligations).