Common use of As to Collateral Clause in Contracts

As to Collateral. (a) Until such time as the Agent shall notify the Grantor of the revocation of such power and authority the Grantor (i) may in the ordinary course of its business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Agent may reasonably request or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in Exhibit E-11 connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Agent, however, may, at any time, after the occurrence and during the continuance of a Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, notify any parties obligated on any of the Collateral to make payment to the Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) debtedness thereunder or evidenced thereby. Upon request of the Agent, the Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Agent of any amounts due or to become due thereunder. (b) The Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Agent, representing any payment on or other proceeds of any of the Collateral.

As to Collateral. (a) Until such time as the Administrative Agent shall notify the Grantor Guarantor of the revocation of such power and authority authority, which notice may be given by the Grantor Administrative Agent at any time if an Event of Default has occurred and is continuing, Guarantor (i) may in the ordinary course of its business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when duedue in accordance with its customary practices, all amounts due with respect to any of the Guarantor Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request or, in the absence of such request, as the Grantor Guarantor may deem advisable, and (iiiii) may grant, in the ordinary course of business, to any party obligated on any of the Guarantor Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in Exhibit E-11 connection therewith, the return of goods, the sale or lease of which shall have given rise to such CollateralGuarantor Collateral and may extend or otherwise modify any Receivable. The Administrative Agent, however, may, at any time, after the occurrence an Event of Default has occurred and during the continuance of a Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligationsis continuing, notify any parties obligated on any of the Guarantor Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Guarantor Collateral by suit or otherwise and surrender, release release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) debtedness any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent, the Grantor Guarantor will, at its own expense, notify any parties obligated on any of the Guarantor Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) The . After an Event of Default has occurred and is continuing, the Administrative Agent is authorized to endorse, in the name of the GrantorGuarantor, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Guarantor Collateral.

As to Collateral. (a) Until such time as the Collateral Agent shall notify the such Grantor of the revocation of such power and authority (which notice may not be given unless a Specified Event shall have occurred and be continuing), such Grantor may, in accordance with the Grantor (i) may in the ordinary course of its businessCredit Agreement, at its own expense, refine, process, store, transport, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purposeInventory, and use and consume, in accordance with the ordinary course of its businessCredit Agreement, any raw materials, including work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Agent may reasonably request or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in Exhibit E-11 connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateralmaterials. The Collateral Agent, however, may, at any time, time after the occurrence and during the continuance of a Default, whether before or after any such revocation of such power and authority or the maturity of any of the Obligationsauthority, notify any parties obligated on any of the Collateral to make payment to the Collateral Agent of any amounts due or to become due thereunder and enforce collection of any of the Collateral by suit or otherwise and surrender, release release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) debtedness any indebtedness thereunder or evidenced thereby. Upon request of the AgentCollateral Agent (which request may not be made unless a Specified Event shall have occurred and be continuing), the such Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Collateral Agent of any amounts due or to become due thereunder. (b) The Following the occurrence and during the continuation of a Specified Event, the Collateral Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Collateral Agent, representing any payment on or other proceeds of any of the Collateral.

As to Collateral. (a) Until such time as an Event of Default shall have occurred and be continuing and the Collateral Agent shall notify have notified the Grantor of the revocation of such power and authority (provided that subject to the rights and remedies of the Collateral Agent hereunder, the Grantor shall be permitted to use inventory consisting of spares for the operation of the Vessels), the Grantor (i) may in the ordinary course of its business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Collateral Agent may reasonably request or, in the absence of such request, as the Grantor may deem advisable, and (iiiii) may grant, in the ordinary course of business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in Exhibit E-11 connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The AgentWithout limiting the generality of the foregoing, however, may, at any time, after the Collateral Agent shall be entitled upon the occurrence and during the continuance continuation of a Default, whether before or after any revocation an Event of such power and authority or the maturity of any of the Obligations, Default to notify any parties obligated on any of the Collateral to make payment to the Collateral Agent for deposit to the Collateral Account of any amounts due or to become due thereunder and may enforce collection of any of the Collateral by suit or otherwise and surrender, release release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) debtedness any indebtedness thereunder or evidenced thereby. Upon request of the Agent, the The Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Collateral Agent for deposit to the Collateral Account of any amounts due or to become due thereunder. (b) The Without limiting the generality of the foregoing clause (a), the Collateral Agent is authorized authorized, upon the occurrence and continuation of an Event of Default, to endorse, in the name of the Grantor, any item, howsoever received by the Collateral Agent, representing any payment on or other proceeds of any of the Collateral.

As to Collateral. (a) Until such time as the Agent shall notify the Grantor Subject to clause (b) of the revocation of such power and authority the this Section, each Grantor (i) may in the ordinary course of its business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Collateral Agent may reasonably request following the occurrence of an Event of Default or, in the absence of such request, as the such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business, to any party obligated on any of the Collateral, any rebate, refund refund, or allowance to which such party may be lawfully entitled, and may accept, in Exhibit E-11 connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Agent, however, may, at . (b) At any time, after time following the occurrence and during the continuance of a an Event of Default, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, the Collateral Agent may (i) revoke any or all of the rights of each Grantor set forth in clause (a), (ii) notify any parties obligated on any of the Collateral to make payment to the Collateral Agent of any amounts due or to become due thereunder and (iii) enforce collection of any of the Collateral by suit or otherwise and surrender, release release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) debtedness any indebtedness thereunder or evidenced thereby. . (c) Upon request of the AgentCollateral Agent following the occurrence and during the continuance of an Event of Default, the each Grantor will, at its own expense, expense notify any parties obligated on any of the Collateral to make payment to the Collateral Agent of any amounts due or to become due thereunder. (bd) The At any time following the occurrence and during the continuation of an Event of Default, the Collateral Agent is authorized to may endorse, in the name of the such Grantor, any item, howsoever received by the Collateral Agent, representing any payment on or other proceeds of any of the Collateral.

As to Collateral. (a) Until such time as the Agent shall notify the Grantor Subject to clause (b) of the revocation of such power and authority the this Section, each Grantor (i) may in the ordinary course of its business, at its own expense, sell, lease or furnish under the contracts of service any of the the, Inventory normally held by the such Grantor for such purpose, and use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the such Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Collateral Agent may reasonably request following the occurrence of a Specified Event or, in the absence of such request, as the 18 Subsidiary Security Agreement such Grantor may deem advisable, and (iii) may grant, in the ordinary course of business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in Exhibit E-11 connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Agent, however, may, at . (b) At any time, after time following the occurrence and during the continuance of a DefaultSpecified Event, whether before or after any revocation of such power and authority or the maturity of any of the Secured Obligations, the Collateral Agent may (i) revoke any or all of the rights of any Grantor set forth in clause (a), (ii) notify any parties obligated on any of the Collateral to make payment to the Collateral Agent of any amounts due or to become due thereunder and (iii) enforce collection of any of the Collateral by suit or otherwise and surrender, release release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) debtedness any indebtedness, thereunder or evidenced thereby. . (c) Upon request of the AgentCollateral Agent following the occurrence and during the continuance of a Specified Event, the each Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Collateral Agent of any amounts due or to become due thereunder. (bd) The Each Grantor hereby authorizes the Collateral Agent is authorized to endorse, in the name of the such Grantor, any item, howsoever received by the Collateral Agent, representing any payment on or other proceeds of any of the Collateral.

As to Collateral. (a) Until such time as the Administrative Agent ---------------- shall notify the Grantor Borrower of the revocation of such power and authority authority, which notice may be given by the Grantor Administrative Agent at any time if an Event of Default has occurred and is continuing, Borrower (i) may in the ordinary course of its business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collect, as and when duedue in accordance with its customary practices, all amounts due with respect to any of the Borrower Collateral, including the taking of such action with respect to such collection as the Administrative Agent may reasonably request or, in the absence of such request, as the Grantor Borrower may deem advisable, and (iiiii) may grant, in the ordinary course of business, to any party obligated on any of the Borrower Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in Exhibit E-11 connection therewith, the return of goods, the sale or lease of which shall have given rise to such CollateralBorrower Collateral and may extend or otherwise modify any Receivable. The Administrative Agent, however, may, at any time, after the occurrence an Event of Default has occurred and during the continuance of a Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligationsis continuing, notify any parties obligated on any of the Borrower Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder and enforce collection of any of the Borrower Collateral by suit or otherwise and surrender, release release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) debtedness any indebtedness thereunder or evidenced thereby. Upon request of the Administrative Agent, the Grantor Borrower will, at its own expense, notify any parties obligated on any of the Borrower Collateral to make payment to the Administrative Agent of any amounts due or to become due thereunder. (b) . The Administrative Agent is authorized to endorse, in the name of the GrantorBorrower, any item, howsoever received by the Administrative Agent, representing any payment on or other proceeds of any of the Borrower Collateral.

As to Collateral. (a) Until such time as a Trigger Event shall have occurred and be continuing and the Collateral Agent shall notify have notified the Grantor of the revocation of such power and authority authority, the Grantor (i) may in the ordinary course of its business, at its own expense, sell, lease or furnish under the contracts of service any of the Inventory normally held by the Grantor for such purpose, and use and consume, in the ordinary course of its business, any raw materials, work in process or materials normally held by the Grantor for such purpose, (ii) will, at its own expense, endeavor to collectcollect in a reasonable manner, as and when due, all amounts due with respect to any of the Collateral, including the taking of such action with respect to such collection as the Collateral Agent may reasonably request or, in the absence of such request, as the Grantor may deem advisable, and (iii) may grant, in the ordinary course of business, to any party obligated on any of the Collateral, any rebate, refund or allowance to which such party may be lawfully entitled, and may accept, in Exhibit E-11 connection therewith, the return of goods, the sale or lease of which shall have given rise to such Collateral. The Agent, however, Collateral Agent may, at any timetime after a Trigger Event has occurred and is continuing, after the occurrence and during the continuance of a Default, whether before or after any revocation of such power and authority or the maturity of any of the Obligations, (i) notify any parties obligated on any of the Collateral to make payment to the Collateral Agent for deposit to the Revenue Account of any amounts due or to become due thereunder and (ii) enforce collection of any of the Collateral by suit or otherwise and surrender, release release, or exchange all or any part thereof, or compromise or extend or renew for any period (whether or not longer than the original period) debtedness any indebtedness thereunder or evidenced thereby. Upon request of the Agent, the The Grantor will, at its own expense, notify any parties obligated on any of the Collateral to make payment to the Collateral Agent for deposit to the Revenue Account of any amounts due or to become due thereunder. (b) The Agent is authorized to endorse, in the name of the Grantor, any item, howsoever received by the Agent, representing any payment on or other proceeds of any of the Collateral.