Common use of Additional Provisions Applicable to Backup Collateral Manager Clause in Contracts

Additional Provisions Applicable to Backup Collateral Manager. Notwithstanding anything to the contrary in this Agreement, in the event that the Backup Collateral Manager becomes the Successor Collateral Manager pursuant to Section 11.09, the following provisions shall be deemed applicable to the Backup Collateral Manager as Successor Collateral Manager: (a) The Backup Collateral Manager’s duties as successor Collateral Manager pursuant to Section 11.02(a)(viii) shall be limited solely to maintaining the perfection of liens on the Collateral in favor of the Administrative Agent on behalf of the Secured Parties by preparing and filing or recording continuation statements and other documents or instruments as directed by the Administrative Agent; (b) the Backup Collateral Manager shall not be required to deliver the agreed-upon procedures report pursuant to Section 8.08 unless the costs and expenses of the Backup Collateral Manager in obtaining such report shall be paid by the Borrower in accordance with the Priority of Payments (which the Borrower hereby agrees to pay) or by one or more Agents or Lenders in its or their sole discretion; (c) the Backup Collateral Manager as Successor Collateral Manager shall be entitled to receive at least five (5) Business Days’ written notice prior to any inspection of its premises pursuant to Section 5.03(c), and such visits will occur no more than twice per year so long as the Backup Collateral Manager is not in default as Successor Collateral Manager; (d) In the event that the Backup Collateral Manager merges into another Person or conveys or transfers its assets to a third party and the surviving entity assumes the duties of the Backup Collateral Manager hereunder, this Agreement shall remain in force, and the terms hereof shall govern the relationship between the Borrower and the successor to the Backup Collateral Manager; and (e) The indemnification obligations of the Backup Collateral Manager upon becoming Successor Collateral Manager hereunder are expressly limited to those instances of willful misconduct, gross negligence or bad faith of the Backup Collateral Manager as Successor Collateral Manager.

Additional Provisions Applicable to Backup Collateral Manager. Notwithstanding anything to the contrary in this Agreement, in the event that the Backup Collateral Manager becomes the Successor successor Collateral Manager pursuant to Section 11.097.12, the following provisions shall be deemed applicable to the Backup Collateral Manager as Successor successor Collateral Manager: (a) The Backup Collateral Manager’s duties as successor Collateral Manager pursuant to Section 11.02(a)(viii) 7.12 shall be limited solely to maintaining the perfection of liens on the Collateral in favor of the Administrative Facility Agent on behalf of the Secured Parties by preparing and filing or recording continuation statements and other documents or instruments as directed by the Administrative Facility Agent; (b) the The Backup Collateral Manager shall not be required to deliver the any audits, agreed-upon procedures report or other financial reports of the Collateral Manager pursuant to Section 8.08 Article 7 unless the costs and expenses of the Backup Collateral Manager in obtaining such report shall be paid by the Borrower in accordance with the Priority of Payments Section 8.5 (which the Borrower hereby agrees to pay) or by one or more Agents or Lenders in its or their sole discretion; (c) the The Backup Collateral Manager as Successor successor Collateral Manager shall be entitled to receive at least five (5) Business Days’ written notice prior to any inspection of its premises pursuant to Section 5.03(c)7.9, and such visits will occur no more than twice per year so long as the Backup Collateral Manager is not in default as Successor successor Collateral Manager; provided that the Backup Collateral Manager, as successor Collateral Manager shall not be responsible for the costs or expenses of any such inspections or visits pursuant to Section 7.9; (d) In the event that the Backup Collateral Manager merges into another Person or conveys or transfers its assets to a third party and the surviving entity assumes the duties of the Backup Collateral Manager hereunder, this Agreement shall remain in force, and the terms hereof shall govern the relationship between the Borrower and the successor to the Backup Collateral Manager; and; (e) The indemnification obligations of the Backup Collateral Manager upon becoming Successor successor Collateral Manager hereunder are expressly limited to those instances of willful misconduct, gross negligence or bad faith of the Backup Collateral Manager as Successor successor Collateral Manager; and (f) Upon a transfer of servicing to the Backup Collateral Manager, the Backup Collateral Manager as successor Collateral Manager shall be entitled to receive the Collateral Manager Fee and out of pocket expenses for performing the obligations of the Collateral Manager.

Additional Provisions Applicable to Backup Collateral Manager. Notwithstanding anything to the contrary in this Agreement, in the event that the Backup Collateral Manager becomes the Successor Collateral Manager pursuant to Section 11.09, the following provisions shall be deemed applicable to the Backup Collateral Manager as Successor Collateral Manager: (a) The Backup Collateral Manager’s duties as successor Collateral Manager pursuant to Section 11.02(a)(viii) shall be limited solely to maintaining the perfection of liens on the Collateral in favor of the Administrative Agent on behalf of the Secured Parties by preparing and filing or recording continuation statements and other documents or instruments as directed by the Administrative Agent; (b) the Backup Collateral Manager shall not be required to deliver the agreed-upon procedures report pursuant to Section 8.08 unless the costs and expenses of the Backup Collateral Manager in obtaining such report shall be paid by the Borrower in accordance with the Priority of Payments (which the Borrower hereby agrees to pay) or by one or more Agents or Lenders in its or their sole discretion; (c) the Backup Collateral Manager as Successor Collateral Manager shall be entitled to receive at least five (5) Business Days’ written notice prior to any inspection of its premises pursuant to Section 5.03(c), and such visits will occur no more than twice per year so long as the Backup Collateral Manager is not in default as Successor Collateral Manager; (d) In the event that the Backup Collateral Manager merges into another Person or conveys or transfers its assets to a third party and the surviving entity assumes the duties of the Backup Collateral Manager hereunder, this Agreement shall remain in force, and the terms hereof shall govern the relationship between the Borrower and the successor to the Backup Collateral Manager; and (e) The indemnification obligations of the Backup Collateral Manager upon becoming Successor Collateral Manager hereunder are expressly limited to those instances of willful misconduct, gross negligence or bad faith of the Backup Collateral Manager as Successor Collateral Manager. (f) With respect to Foreign Loans, the Backup Collateral Manager acting as Successor Collateral Manager shall only be responsible for invoicing and acting as a system of record and shall not be responsible for exercising the Borrower’s rights and remedies with respect to such Foreign Loans. In the event that the Backup Collateral Manager becomes the Successor Collateral Manager, to the extent the Borrower’s rights and remedies with respect to a Foreign Loan are to be exercised, upon direction of the Administrative Agent, the Collateral Agent shall engage a Foreign Loan servicer to exercise such rights and remedies in the applicable jurisdiction. (g) For avoidance of doubt, if the Backup Collateral Manager becomes the Successor Collateral Manager, the Administrative Agent shall provide written instructions to the Successor Collateral Manager with respect to any discretionary actions, including but not limited to any actions under Article X and XI, sales of Collateral Loans or executing amendments, providing consents and waivers or exercising any voting rights with respect to the Collateral Loans. If the Backup Collateral Manager becomes the Successor Collateral Manager, then it shall not be obligated to take any discretionary actions under this Agreement or any related agreement, other than normal and customary invoicing and collecting from the Obligors under the Collateral, unless directed in writing by the Administrative Agent.

Additional Provisions Applicable to Backup Collateral Manager. Notwithstanding anything to the contrary in this Agreement, in the event that the Backup Collateral Manager becomes the Successor successor Collateral Manager pursuant to Section 11.097.12, the following provisions shall be deemed applicable to the Backup Collateral Manager as Successor successor Collateral Manager: (a) The Backup Collateral Manager’s duties as successor Collateral Manager pursuant to Section 11.02(a)(viii) 7.12 shall be limited solely to maintaining the perfection of liens on the Collateral in favor of the Administrative Facility Agent on behalf of the Secured Parties by preparing and filing or recording continuation statements and other documents or instruments as directed by the Administrative Facility Agent;; 106 (b) the The Backup Collateral Manager shall not be required to deliver the any audits, agreed-upon procedures report or other financial reports of the Collateral Manager pursuant to Section 8.08 Article 7 unless the costs and expenses of the Backup Collateral Manager in obtaining such report shall be paid by the Borrower in accordance with the Priority of Payments Section 8.5 (which the Borrower hereby agrees to pay) or by one or more Agents or Lenders in its or their sole discretion; (c) the The Backup Collateral Manager as Successor successor Collateral Manager shall be entitled to receive at least five (5) Business Days’ written notice prior to any inspection of its premises pursuant to Section 5.03(c)7.9, and such visits will occur no more than twice per year so long as the Backup Collateral Manager is not in default as Successor successor Collateral Manager; provided that the Backup Collateral Manager, as successor Collateral Manager shall not be responsible for the costs or expenses of any such inspections or visits pursuant to Section 7.9; (d) In the event that the Backup Collateral Manager merges into another Person or conveys or transfers its assets to a third party and the surviving entity assumes the duties of the Backup Collateral Manager hereunder, this Agreement shall remain in force, and the terms hereof shall govern the relationship between the Borrower and the successor to the Backup Collateral Manager; and; (e) The indemnification obligations of the Backup Collateral Manager upon becoming Successor successor Collateral Manager hereunder are expressly limited to those instances of willful misconduct, gross negligence or bad faith of the Backup Collateral Manager as Successor successor Collateral Manager; and (f) Upon a transfer of servicing to the Backup Collateral Manager, the Backup Collateral Manager as successor Collateral Manager shall be entitled to receive the Collateral Manager Fee and out of pocket expenses for performing the obligations of the Collateral Manager.

Additional Provisions Applicable to Backup Collateral Manager. Notwithstanding anything to the contrary in this Agreement, in the event that the Backup Collateral Manager becomes the Successor successor Collateral Manager pursuant to Section 11.097.12, the following provisions shall be deemed applicable to the Backup Collateral Manager as Successor successor Collateral Manager: (a) The Backup Collateral Manager’s duties as successor Collateral Manager pursuant to Section 11.02(a)(viii) 7.12 shall be limited solely to maintaining the perfection of liens on the Collateral in favor of the Administrative Agent on behalf of the Secured Parties by preparing and filing or recording continuation statements and other documents or instruments as directed by the Administrative Agent; (b) the The Backup Collateral Manager shall not be required to deliver the any audits, agreed-upon procedures report or other financial reports of the Collateral Manager pursuant to Section 8.08 Article 7 unless the costs and expenses of the Backup Collateral Manager in obtaining such report shall be paid by the Borrower in accordance with the Priority of Payments Section 8.5 (which the Borrower hereby agrees to pay) or by one or more Agents or Lenders in its or their sole discretion; (c) the The Backup Collateral Manager as Successor successor Collateral Manager shall be entitled to receive at least five (5) Business Days’ written notice prior to any inspection of its premises pursuant to Section 5.03(c)7.9, and such visits will occur no more than twice per year so long as the Backup Collateral Manager is not in default as Successor successor Collateral Manager; provided that the Backup Collateral Manager, as successor Collateral Manager shall not be responsible for the costs or expenses of any such inspections or visits pursuant to Section 7.9; (d) In the event that the Backup Collateral Manager merges into another Person or conveys or transfers its assets to a third party and the surviving entity assumes the duties of the Backup Collateral Manager hereunder, this Agreement shall remain in force, and the terms hereof shall govern the relationship between the Borrower and the successor to the Backup Collateral Manager; and; (e) The indemnification obligations of the Backup Collateral Manager upon becoming Successor successor Collateral Manager hereunder are expressly limited to those instances of willful misconduct, gross negligence or bad faith of the Backup Collateral Manager as Successor successor Collateral Manager; and (f) Upon a transfer of servicing to the Backup Collateral Manager, the Backup Collateral Manager as successor Collateral Manager shall be entitled to receive the Collateral Manager Fee and out of pocket expenses for performing the obligations of the Collateral Manager.

Additional Provisions Applicable to Backup Collateral Manager. Notwithstanding anything to the contrary in this Agreement, in the event that the Backup Collateral Manager becomes the Successor successor Collateral Manager pursuant to Section 11.097.2, the following provisions shall be deemed applicable to the Backup Collateral Manager as Successor successor Collateral Manager: (a) The Backup Collateral Manager’s duties as successor Collateral Manager pursuant to Section 11.02(a)(viii) 7.2 shall be limited solely to maintaining the perfection of liens on the Collateral in favor of the Administrative Facility Agent on behalf of the Secured Parties by preparing and filing or recording continuation statements and other documents or instruments as directed by the Administrative Facility Agent; (b) the The Backup Collateral Manager shall not be required to deliver the any audits, agreed-upon procedures report or other financial reports of the Collateral Manager pursuant to Section 8.08 Article VII unless the costs and expenses of the Backup Collateral Manager in obtaining such report shall be paid by the Borrower in accordance with the Priority of Payments Section 8.5 (which the Borrower hereby agrees to pay) or by one or more Agents or Lenders in its or their sole discretion; (c) the The Backup Collateral Manager as Successor successor Collateral Manager shall be entitled to receive at least five (5) Business Days’ written notice prior to any inspection of its premises pursuant to Section 5.03(c)7.9, and such visits will occur no more than twice per year so long as the Backup Collateral Manager is not in default as Successor successor Collateral Manager; provided that the Backup Collateral Manager, as successor Collateral Manager shall not be responsible for the costs or expenses of any such inspections or visits pursuant to Section 7.9; (d) In the event that the Backup Collateral Manager merges into another Person or conveys or transfers its assets to a third party and the surviving entity assumes the duties of the Backup Collateral Manager hereunder, this Agreement shall remain in force, and the terms hereof shall govern the relationship between the Borrower and the successor to the Backup Collateral Manager; and; (e) The indemnification obligations of the Backup Collateral Manager upon becoming Successor successor Collateral Manager hereunder are expressly limited to those instances of willful misconduct, gross negligence or bad faith of the Backup Collateral Manager as Successor successor Collateral Manager; and (f) Upon a transfer of servicing to the Backup Collateral Manager, the Backup Collateral Manager as successor Collateral Manager shall be entitled to receive the Collateral Manager Fee and out of pocket expenses for performing the obligations of the Collateral Manager.

Additional Provisions Applicable to Backup Collateral Manager. Notwithstanding anything to the contrary in this Agreement, in the event that the Backup Collateral Manager becomes the Successor Collateral Manager pursuant to Section 11.09, the following provisions shall be deemed applicable to the Backup Collateral Manager as Successor Collateral Manager: (a) The Backup Collateral Manager’s 's duties as successor Collateral Manager pursuant to Section 11.02(a)(viii) shall be limited solely to maintaining the perfection of liens on the Collateral in favor of the Administrative Agent on behalf of the Secured Parties by preparing and filing or recording continuation statements and other documents or instruments as directed by the Administrative Agent; (b) the Backup Collateral Manager shall not be required to deliver the agreed-upon procedures report pursuant to Section 8.08 unless the costs and expenses of the Backup Collateral Manager in obtaining such report shall be paid by the Borrower in accordance with the Priority of Payments (which the Borrower hereby agrees to pay) or by one or more Agents or Lenders in its or their sole discretion; (c) the Backup Collateral Manager as Successor Collateral Manager shall be entitled to receive at least five (5) Business Days’ ' written notice prior to any inspection of its premises pursuant to Section 5.03(c), and such visits will occur no more than twice per year so long as the Backup Collateral Manager is not in default as Successor Collateral Manager; (d) In the event that the Backup Collateral Manager merges into another Person or conveys or transfers its assets to a third party and the surviving entity assumes the duties of the Backup Collateral Manager hereunder, this Agreement shall remain in force, and the terms hereof shall govern the relationship between the Borrower and the successor to the Backup Collateral Manager; and (e) The indemnification obligations of the Backup Collateral Manager upon becoming Successor Collateral Manager hereunder are expressly limited to those instances of willful misconduct, gross negligence or bad faith of the Backup Collateral Manager as Successor Collateral Manager.

Additional Provisions Applicable to Backup Collateral Manager. Notwithstanding anything to the contrary in this Agreement, in the event that the Backup Collateral Manager becomes the Successor successor Collateral Manager pursuant to Section 11.097.12, the following provisions shall be deemed applicable to the Backup Collateral Manager as Successor successor Collateral Manager: (a) The Backup Collateral Manager’s duties as successor Collateral Manager pursuant to Section 11.02(a)(viii) 7.12 shall be limited solely to maintaining the perfection of liens on the Collateral in favor of the Administrative Facility Agent on behalf of the Secured Parties by preparing and filing or recording continuation statements and other documents or instruments as directed by the Administrative Facility Agent; (b) the The Backup Collateral Manager shall not be required to deliver the any audits, agreed-upon procedures report or other financial reports of the Collateral Manager pursuant to Section 8.08 Article 7 unless the costs and expenses of the Backup Collateral Manager in obtaining such report shall be paid by the Borrower in accordance with the Priority of Payments Section 8.5 (which the Borrower hereby agrees to pay) or by one or more Agents or Lenders in its or their sole discretion; (c) the The Backup Collateral Manager as Successor successor Collateral Manager shall be entitled to receive at least five (5) Business Days’ written notice prior to any inspection of its premises pursuant to Section 5.03(c)7.9, and such visits will occur no more than twice per year so long as the Backup Collateral Manager is not in default as Successor successor Collateral Manager; provided that the Backup Collateral Manager, as successor Collateral Manager shall not be responsible for the costs or expenses of any such inspections or visits pursuant to Section 7.9; (d) In the event that the Backup Collateral Manager merges into another Person or conveys or transfers its assets to a third party and the surviving entity assumes the duties of the Backup Collateral Manager hereunder, this Agreement shall remain in force, and the terms hereof shall govern the relationship between the Borrower and the successor to the Backup Collateral Manager; and (e) The indemnification obligations of the Backup Collateral Manager upon becoming Successor Collateral Manager hereunder are expressly limited to those instances of willful misconduct, gross negligence or bad faith of the Backup Collateral Manager as Successor Collateral Manager.;