Common use of Collateral Management Clause in Contracts

Collateral Management. (a) Until the occurrence and continuance of an Event of Default, Borrower shall: (i) 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 deposited (the “Distribution Account”); (ii) have 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, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. (b) Following the occurrence and during the continuance of an Event of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ acknowledges and agrees that: (i) all of Borrower’s rights under Section 4.3(b) shall immediately and automatically terminate without Bank’s need to take any further action or give Borrower any notice; and (ii) Bank may block Borrower’s and any other Person’s access to the Distribution Account, and Bank may apply the funds therein to the Obligations in accordance with this Agreement; provided that Borrower shall not be restricted from paying its taxes in accordance with Section 6.3 so long as it provides prior written notice to the Bank describing such taxes required to be paid. (c) Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to direct Borrower’s Subsidiaries to make any Distributions that the Subsidiaries are entitled to make under applicable Law to the Distribution Account. The 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 of the Obligations have been fully repaid and performed and Bank’s obligation to make Term Loans hereunder is terminated.

Collateral Management. (a) Until the occurrence and continuance of an Event of Default, Borrower shall: (i) 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 deposited (the “Distribution Account”); (ii) have 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, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would be inconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. (b) Following the occurrence and during the continuance of an Event of ▇▇▇▇▇▇▇Default, ▇▇▇▇▇▇▇▇ Borrower acknowledges and agrees that: (i) all of Borrower’s rights under Section 4.3(b) shall immediately and automatically terminate without Bank’s need to take any further action or give Borrower any notice; and (ii) Bank may block Borrower’s and any other Person’s access to the Distribution Account, and Bank may apply the funds therein to the Obligations in accordance with this Agreement; provided that Borrower shall not be restricted from paying its taxes in accordance with Section 6.3 so long as it provides prior written notice to the Bank describing such taxes required to be paid. (c) Effective only upon the occurrence and during the continuance of an Event of Default, Borrower hereby irrevocably appoints Bank (and any of Bank’s designated officers, or employees) as Borrower’s true and lawful attorney to direct Borrower’s Subsidiaries to make any Distributions that the Subsidiaries are entitled to make under applicable Law to the Distribution Account. The foregoing appointment of Bank as ▇▇▇▇▇▇▇▇Borrower’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 of the Obligations have been fully repaid and performed and Bank’s obligation to make Term Loans hereunder is terminated.

Collateral Management. (a) Until The Borrower hereby appoints the occurrence Collateral Manager and continuance the Collateral Manager hereby accepts such appointment as its portfolio manager and attorney in fact for purposes of an Event of Defaultperforming all actions permitted or required to be performed by the Borrower under any Loan Document, Borrower shall: including without limitation: (i) determining specific Proposed Assets to be entitled purchased or Assets to receive be sold by the Borrower (and retain Distributions 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 its Subsidiariesthe proceeds of the Parent Offering Transaction on the Maturity Date, provided and in the event the Parent Offering Transaction does not occur, to preserve and maximize the value of the Collateral such that Borrower shall deposit the liquidation thereof would satisfy in full all Distributions received from its Subsidiaries Obligations in a separate deposit account maintained at Bank into which no other funds shall be deposited (accordance with the “Distribution Account”); terms hereof; (ii) have 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 consentsacting upon requests for waiver, waivers and ratifications in respect thereof, provided that no vote shall be cast modification or consent, waiver or ratification given or action taken which would be inconsistent with any amendment of the terms of this Agreement or which would constitute or create the Assets; and (iii) consulting and negotiating with the Lender in connection with any violation sale of any of such termsAssets hereunder including pursuant to Section 6.16. (b) Following The Collateral Manager shall, in rendering its services hereunder, use a degree of skill and attention no less than that which the occurrence Collateral Manager exercises with respect to comparable assets that it manages for itself and during the continuance of an Event of ▇▇▇▇▇▇▇for others having similar investment objectives and restrictions and, ▇▇▇▇▇▇▇▇ acknowledges and agrees that: (i) all of Borrower’s rights under Section 4.3(b) shall immediately and automatically terminate without Bank’s need to take any further action or give Borrower any notice; and (ii) Bank may block Borrower’s and any other Person’s access to the Distribution Accountextent not inconsistent with the foregoing, and Bank may apply the 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; provided . 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 not be restricted from paying its taxes in accordance with Section 6.3 so long as it provides prior written notice reasonable and customary business practices and in compliance with applicable laws. Notwithstanding anything contained herein to the Bank describing such taxes required to be paidcontrary, 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) Effective only upon 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 occurrence and during Collateral Manager shall not intentionally take any action, which it knows or should know, in the continuance exercise of an Event reasonable judgment consistent with the standard of Defaultcare set forth in this Section 9.16, would (a) materially adversely affect the Borrower hereby irrevocably appoints Bank for purposes of United States federal or state law or any other law known to the Collateral Manager to be applicable to the Borrower, (and any of Bank’s designated officers, or employeesb) as not be permitted under the Borrower’s true and lawful attorney to direct Borrower’s Subsidiaries 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 Distributions 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 Subsidiaries 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 entitled not partners or joint venturers with each other and nothing herein shall be construed to make under applicable Law them such partners or joint venturers or impose any liability as such on either of them. The Collateral Manager’s relation to the Distribution Account. Borrower shall be deemed to be that of an independent contractor. (f) The foregoing appointment Collateral Manager shall not assign any of Bank as ▇▇▇▇▇▇▇▇’s attorney in fact, and each and every one of Bank’s its rights and powers in this clause (d), being coupled with an interest, are irrevocable until all or obligations hereunder to any other Person without the prior written consent of the Obligations have been fully repaid and performed and Bank’s obligation to make Term Loans hereunder is terminatedLender.