Assignment of Collateral Management Agreement Sample Clauses

Assignment of Collateral Management Agreement. The Issuer hereby acknowledges that its Grant pursuant to the first Granting Clause hereof includes all of the Issuer’s estate, right, title and interest in, to and under the Collateral Management Agreement, including (i) the right to give all notices, consents and releases thereunder, (ii) the right to give all notices of termination and to take any legal action upon the breach of an obligation of the Collateral Manager thereunder, including the commencement, conduct and consummation of proceedings at law or in equity, (iii) the right to receive all notices, accountings, consents, releases and statements thereunder and (iv) the right to do any and all other things whatsoever that the Issuer is or may be entitled to do thereunder; provided that notwithstanding anything herein to the contrary, the Trustee shall not have the authority to exercise any of the rights set forth in (i) through (iv) above or that may otherwise arise as a result of the Grant until the occurrence of an Event of Default hereunder and such authority shall terminate at such time, if any, as such Event of Default is cured or waived. From and after the occurrence and continuance of an Event of Default, the Collateral Manager shall continue to perform and be bound by the provisions of the Collateral Management Agreement and this Indenture applicable thereto.

Assignment of Collateral Management Agreement. The Borrower and the Collateral Manager hereby agree and consent: (a) to the assignment of the Collateral Management Agreement by the Borrower and performance by the Collateral Manager on the Borrower’s behalf of any provisions of this Agreement or the other Transaction Documents expressly applicable to the Collateral Manager herein or therein, subject to the terms of the Collateral Management Agreement; (b) that the assignment by the Borrower of all of its right, title and interest in, to and under the Collateral Management Agreement to the Administrative Agent for the benefit of the Secured Parties and, all of the representations, covenants and agreements made by the Collateral Manager in the Collateral Management Agreement are also for the benefit of the Administrative Agent on behalf of the Secured Parties; (c) to deliver to the Administrative Agent copies of all notices, statements, communications and instruments delivered or required to be delivered to the Borrower pursuant to the Collateral Management Agreement; (d) to the Administrative Agent being empowered to enforce the Collateral Management Agreement on behalf of the Borrower and/or the Secured Parties as if the Administrative Agent were directly a party to the Collateral Management Agreement and the Administrative Agent on behalf of the Secured Parties (and the Secured Parties to the extent any thereof is indemnified by the Collateral Manager thereunder) constituting express third party beneficiaries of the Collateral Management Agreement.

Assignment of Collateral Management Agreement. 242 Section 15.1 Assignment of Collateral Management Agreement ............................... 242

Assignment of Collateral Management Agreement. 141 SECTION 14.

Assignment of Collateral Management Agreement. 228246 Section 15.2. Standard of Care Applicable to the Collateral Manager 229247 Schedules and Exhibits Schedule 1 Approved Index List Schedule 2 Xxxxx'x Industry Classification Group List Schedule 3 S&P Industry Classifications Schedule 4 Diversity Score Calculation Schedule 5 Xxxxx'x Rating Definitions Exhibit A Forms of Securities Exhibit A-1 Form of Class XRated Note Exhibit A-2 Form of Class A Note Exhibit A-2-R Form of Class A-R Note Exhibit A-3 Form of Class B Note Exhibit A-3-R Form of Class B-R Note Exhibit A-4 Form of Class C Note Exhibit A-4-R Form of Class C-R Note Exhibit A-5 Form of Class D-1 Note Exhibit A-6 Form of Class D-2 Note Exhibit A-7 Form of Class E Note Exhibit A-8 Form of Class F NoteExhibit A-9 Form of Subordinated Note Exhibit A-10 Form of Reinvesting Holder Note Exhibit B Forms of Transfer and Exchange Certificates Exhibit B-1 Form of Transferor Certificate for Transfer to Rule 144A Global Note Exhibit B-2 Form of Transferor Certificate for Transfer to Regulation S Global Note Exhibit B-3 Form of Transferor Certificate for Transfer to Non-Clearing Agency Securities Exhibit B-4 Form of Transferee Representation Letter for Non-Clearing Agency Securities (with ERISA Certificate Attached) Exhibit C Form of Confirmation of Registration of Uncertificated Non-Clearing Agency Securities Exhibit D Calculation of LIBOR[Reserved] Exhibit E Form of Certifying Person Certificate Exhibit F Form of Account Agreement[Reserved] Exhibit G Form of Reinvestment Amount DirectionContribution Notice INDENTURE, dated as of August 27, 2014, between ICG US CLO 2014-2, Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), ICG US CLO 2014-2, LLC, a Delaware limited liability company (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers"), and U.S. Bank National Association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the "Trustee").

Assignment of Collateral Management Agreement. The Borrower and the Collateral Manager hereby agree and consent: (a) to the assignment by the Borrower of all of its right, title and interest in, to and under the Collateral Management Agreement to the Administrative Agent for the benefit of the Secured Parties and the performance by the Collateral Manager on the Borrower’s behalf of any provisions of this Agreement or the other Transaction Documents expressly applicable to the Collateral Manager herein or therein, subject to the terms of the Collateral Management Agreement; (b) that all of the representations, covenants and agreements made by the Collateral Manager in the Collateral Management Agreement are also for the benefit of the Administrative Agent on behalf of the Secured Parties; (c) to deliver to the Administrative Agent copies of all notices, statements, communications and instruments delivered or required to be delivered to the Borrower pursuant to the Collateral Management Agreement; (d) to the Administrative Agent being empowered to enforce the Collateral Management Agreement on behalf of the Borrower and/or the Secured Parties as if the Administrative Agent were directly a party to the Collateral Management Agreement and the Administrative Agent on behalf of the Secured Parties (and the Secured Parties to the extent any thereof is indemnified by the Collateral Manager thereunder) constituting express third party beneficiaries of the Collateral Management Agreement; and (e) that if (i) a Collateral Manager Default occurs and is continuing or (ii) an Event of Default has occurred and is continuing and the Administrative Agent or the Lenders have exercised any rights, including without limitation, accelerating the Maturity Date, then the Administrative Agent may elect to replace the Collateral Manager with any entity (including the Administrative Agent).

Assignment of Collateral Management Agreement. 137 SCHEDULES AND EXHIBITS Schedule A - Approved Appraisal Firms Schedule B - DBRS Industry Classifications Schedule C - DBRS Risk Scores Schedule D - Diversity Score Calculation Schedule E - DBRS Rating Procedure Schedule F - Collateral Quality Matrix Schedule G - DBRS Contact Information Schedule H - Closing Date Collateral Loans Exhibit A - Form of Note Exhibit B - Form of Notice of Borrowing Exhibit C - Form of Assignment and Assumption Agreement Exhibit D - Form of Joinder Agreement Exhibit E - Scope of Collateral Report Exhibit F - Scope of Payment Date Report Exhibit G - Scope of Asset-Level Reporting to Lenders and DBRS Exhibit H - Form of Retention of Net Economic Interest Letter THIS CREDIT AGREEMENT dated as of November 1, 2013, is entered into by and among FS Senior Funding LLC, a limited liability company organized under the law of the State of Delaware, as Borrower, the Lenders party hereto from time to time, NATIXIS, NEW YORK BRANCH, as Administrative Agent, and U.S. BANK NATIONAL ASSOCIATION, as Collateral Agent and Custodian.

Assignment of Collateral Management Agreement