Common use of Collateral Maintenance Clause in Contracts

Collateral Maintenance. (a) As of the Effective Date, to secure the Pledgor Obligations, Pledgor agrees to wire transfer to the Account Eligible Collateral with a Collateral Value equal to the Cash Amount (the “Required Collateral Amount”). During the term of this Agreement, Pledgor covenants and agrees to maintain, as collateral security for the Pledgor Obligations, Eligible Collateral with a Collateral Value not less than the Required Collateral Amount. If, at any time during the term of this Agreement for any reason (including, without limitation, inadvertent release by Secured Party to Pledgor), the Eligible Collateral in the Account has a Collateral Value that is less than the Required Collateral Amount, Pledgor shall, within three (3) Business Days after the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant to the Wire Transfer Instructions such that the aggregate Collateral Value equals or exceeds the Required Collateral Amount. If at any time Pledgor shall fail to transfer additional cash to the Account in accordance with the preceding terms of this Section 3, such failure shall constitute an Event of Default hereunder. (b) Provided that (i) no Event of Default has occurred and is continuing, and (ii) the Collateral Value of Eligible Collateral held in the Account is greater than the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral from the Account, whereupon Secured Party agrees that it shall release from the Account Collateral with a Collateral Value equal to such excess. Upon written agreement of the Parties, Secured Party may instead arrange for an automatic monthly payment of any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a Xxxxxxx Mac Seller/Servicer. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by reference.

Collateral Maintenance. (a) As The Parent will not permit the aggregate Fair Market Value of all Collateral Vessels owned by the Effective DateCredit Parties which have not been sold, to secure transferred, lost or otherwise disposed of at any time (such value, the Pledgor Obligations“Aggregate Collateral Vessel Value”), Pledgor agrees to wire transfer as determined by the most recent appraisal delivered by the Borrower to the Account Eligible Collateral Administrative Agent or obtained by the Administrative Agent in accordance with a Collateral Value equal to the Cash Amount (the “Required Collateral Amount”Section 8.01(d). During the term of this Agreement, Pledgor covenants and agrees to maintain, as collateral security for the Pledgor Obligations, Eligible Collateral with a Collateral Value not less than the Required Collateral Amount. If, at any time during to equal less than (I) from the term Third Amendment to and including June 30, 2015, 110% of an amount equal to (x) the amount of the Aggregate Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time, (II) from July 1, 2015 to and including December 31, 2016, 115% of an amount equal to (x) the Aggregate Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time and (III) thereafter, 120% of an amount equal to (x) the Aggregate Credit Agreement Exposure at such time minus (y) the sum of the 508 Blocked Amount and the 273 Blocked Amount at such time; provided that, so long as any default in respect of this Section 9.09(a) is not caused by any voluntary Collateral Disposition, such default shall not constitute an Event of Default (but shall constitute a Default) so long as within 45 days of the occurrence of such default, the Borrower shall either (i) post additional collateral satisfactory to the Required Lenders, pursuant to security documentation reasonably satisfactory in form and substance to the Collateral Agent, sufficient to cure such default (and shall at all times during such period and prior to satisfactory completion thereof, be diligently carrying out such actions) (it being understood that (a) the Borrower may, in its sole discretion, decide whether the additional collateral posted to cure such default shall constitute Primary Collateral or Secondary Collateral and (b) cash denominated in US$ Dollars shall always be deemed to constitute collateral satisfactory to the Required Lenders and shall be valued at par) or (ii) make such repayment of Loans under this Agreement for and loans under the Other Credit Agreement on a pro rata basis based on the outstanding principal amount of Loans under this Agreement at such time and the outstanding principal amount of loans under the Other Credit Agreement at such time, in each case in an amount sufficient to cure such default (it being understood that any reason action taken in respect of this proviso shall only be effective to cure such default pursuant to this Section 9.09(a) to the extent that no Default or Event of Default exists hereunder immediately after giving effect thereto). (including, without limitation, inadvertent release by Secured Party b) In order to Pledgorcomply with clauses (I), (II) and (III) of Section 9.09(a) above, the Eligible Collateral Parent may, at any time, deposit into the 273 Blocked Account and the 508 Blocked Account on a pro rata basis based on the outstanding principal amount of Loans under this Agreement at such time and the outstanding principal amount of loans under the Other Credit Agreement at such time (the amount of Unrestricted Cash and Cash Equivalents so deposited in the 273 Blocked Account has a Collateral Value that is less than being the Required Collateral “273 Blocked Amount”), Pledgor shallan amount of Unrestricted Cash and Cash Equivalents held by the Parent and its Subsidiaries at such time such that, within three (3after giving effect to such deposit, the Parent would be in compliance with the provisions of Section 9.09(a) Business Days after at such time; provided that, at such time, the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant Parent shall have furnished to the Wire Transfer Instructions Administrative Agent a certificate of the senior financial officer of the Parent setting forth the calculations required to establish the amount of the Unrestricted Cash and Cash Equivalents that are required by the Parent in order to establish compliance with the provisions of this Section 9.09 at the time of such that deposit. Amounts on deposit in the aggregate Collateral Value equals or exceeds 273 Blocked Account may be released from the Required Collateral Amount. If 273 Blocked Account at any such time Pledgor as the Parent shall fail to transfer additional cash have furnished to the Administrative Agent a certificate of the senior financial officer of the Parent setting forth the calculations required to establish compliance with the provisions of this Section 9.09 without the deduction of any such Unrestricted Cash and Cash Equivalents so long as no Default or Event of Default exists at such time or would result under Section 9.09 or otherwise from the withdrawal of from the 273 Blocked Account. The Collateral Agent may apply the amounts on deposit in the 273 Blocked Account in accordance with the preceding terms of this Section 3, such failure shall constitute Credit Documents at any time if an Event of Default hereunderexists at such time. (b) Provided that (i) no Event of Default has occurred and is continuing, and (ii) the Collateral Value of Eligible Collateral held in the Account is greater than the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral from the Account, whereupon Secured Party agrees that it shall release from the Account Collateral with a Collateral Value equal to such excess. Upon written agreement of the Parties, Secured Party may instead arrange for an automatic monthly payment of any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a Xxxxxxx Mac Seller/Servicer. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by reference.

Collateral Maintenance. (a) As of the Effective Date, to secure the Pledgor Obligations, Pledgor agrees to wire transfer to the Account Eligible Collateral with a Collateral Value equal to the Cash Amount (the “Required Collateral Amount”). During the term of this Agreement, Pledgor covenants and agrees to maintain, as collateral security for the Pledgor Obligations, Eligible Collateral with a The Borrower shall maintain at all times an Aggregate Collateral Value not less than the Required Aggregate Outstanding Amount as of such time. (b) If at the close of any Business Day of the Borrower there exists a Collateral Deficit in excess of U.S. $150,000 as of such time the Bank shall notify the Borrower of such Collateral Deficit, and the Borrower shall deliver additional Eligible Collateral to the Collateral Account such that, after giving effect to such delivery to the Collateral Account, the Aggregate Collateral Value is greater than or equal to the Aggregate Outstanding Amount. IfThe Borrower shall deliver such additional Eligible Collateral (i) if such notice is delivered at or before 11:00 a.m., at any time New York City time, by the close of business on the date of such notice; and (ii) if such notice is delivered after 11:00 a.m., New York City time, by the close of business on the next Business Day following such notice. The Collateral Value shall be determined by the Bank on each Business Day during the term of this Agreement for Agreement. The Bank’s determination of the Collateral Value shall be conclusive and binding, absent manifest error. Notwithstanding the foregoing, if the Borrower fails to satisfy this Section 4.02(b) solely as a result of the failure by the Custodian to execute instructions delivered to it by the Borrower or solely as a result of an operational error by the Custodian or the Borrower, then such failure shall not constitute a breach hereunder if the Borrower cures such failure within one (1) Business Day of the earlier of (i) the Bank providing notice to the Borrower of such failure and (ii) the Borrower becoming aware of such failure. (c) If at the close of business on any reason (includingBusiness Day, without limitation, inadvertent release by Secured Party to Pledgor)there is Excess Collateral Value, the Borrower may request in writing a release of Eligible Collateral in the Account has a with an aggregate Collateral Value that is of not less than the Required $50,000 and not more than such Excess Collateral Amount, Pledgor Value. The Bank shall, within three two (32) Business Days after Days’ of such request, instruct the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant to the Wire Transfer Instructions such that the aggregate Collateral Value equals or exceeds the Required Collateral Amount. If at any time Pledgor shall fail to transfer additional cash to the Account Custodian in accordance with the preceding terms Account Control Agreement to return to the Borrower and release from the Lien of this Section 3, Agreement such failure shall constitute an Event of Default hereunder. (b) Provided Eligible Collateral; provided that (ia) no Event of Default has with respect to the Borrower shall have occurred and is continuing, be continuing and (iib) such return and release does not or would not cause an Event of Default or result in the Aggregate Collateral Value being less than the Aggregate Outstanding Amount. Any such request received by the Bank after 2:00 p.m. New York City time shall be deemed to have been delivered on the next succeeding Business Day. (d) At any time and from time to time, the Bank shall, upon two (2) Business Days’ notice from the Borrower, instruct the Custodian in accordance with the Account Control Agreement to return any item(s) of Collateral to the Borrower indicated by the Borrower, provided that the Borrower shall have previously or simultaneously therewith provided substitute item(s) of Eligible Collateral held in and that after giving effect to any such substitution, the Account is greater Aggregate Collateral Value shall not be less than the Required Aggregate Outstanding Amount. (e) At all times prior to the disposition of Collateral Amountby the Bank pursuant to Section 7.02, Pledgor the Borrower may, not more frequently than once per calendar monthin its sole discretion, request exercise, or refrain from exercising, any and all rights, including any voting and consent rights, or to take or refrain from taking any and all actions, which the Borrower may be entitled to take or assert in writing that Secured Party release Collateral from the Account, whereupon Secured Party connection with any securities pledged as Collateral. The Bank agrees that it the Borrower shall release from have the Account Collateral with a Collateral Value equal right to such excess. Upon written agreement receive, retain and use freely all dividends and interest distributed in respect of the PartiesCollateral until such time as the Bank shall have rights to exercise remedies under Section 7.02. For the avoidance of doubt, Secured Party may instead arrange for an automatic monthly payment of the Bank shall have no voting rights with respect to any securities pledged as Collateral, except to the extent that the Bank buys any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed securities in writing by the Parties, any such payment of any such excess shall be a sale or other disposition made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a Xxxxxxx Mac Seller/ServicerSection 7.02. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by reference.

Collateral Maintenance. (a) As The Borrower will pledge all of its rights under the Effective Date, to secure the Pledgor Obligations, Pledgor agrees to wire transfer to the Account Eligible Collateral with a Collateral Value equal to the Cash Amount (the “Required Collateral Amount”). During the term of this Agreement, Pledgor covenants and agrees to maintain, Master Agreement as collateral security for its Secured Obligations to the Pledgor Obligations, Eligible Collateral with a Collateral Value not less Lenders under this Loan Agreement and the Notes. Although the parties intend for all purposes other than tax purposes that each Lender shall own any Shares that constitute the Required Collateral Amount. If, at any time during Number of Shares for purposes of the term of this Master Agreement for any reason (including, without limitation, inadvertent release by Secured Party unless and until they are delivered to Pledgor), the Eligible Collateral in the Account has a Collateral Value that is less than the Required Collateral Amount, Pledgor shall, within three (3) Business Days after the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash Borrower pursuant to the Wire Transfer Instructions Master Agreement, in the event any such that Shares are deemed owned by the aggregate Collateral Value equals or exceeds Borrower prior to such delivery, the Required Collateral Amount. If at any time Pledgor Borrower shall fail be deemed to transfer additional cash have pledged, and does hereby pledge, a number of Shares equal to the Account Number of Shares and all proceeds thereof to the Administrative Agent on behalf of the Lenders as security for the performance by the Borrower of its Secured Obligations under the Loan Agreement, and shall be deemed to have granted, and does hereby grant, to the Administrative Agent on behalf of the Lenders a security interest in accordance such Shares and all proceeds thereof. The Borrower shall cooperate with the preceding terms Administrative Agent in connection with the execution, delivery, filing and recordation, at Borrower's expense, of this Section 3a financing statement and shall take any other action that may be necessary or desirable and reasonably requested by the Administrative Agent to create, preserve, perfect or validate such failure shall constitute an Event of Default hereundersecurity interest. (b) Provided that (i) no Event of Default has occurred and is continuing, and (ii) If on any Valuation Date the Collateral Value is less than the Collateral Requirement on such date, then the Borrower will deliver to the Administrative Agent by the close of business on the related Collateral Payment Date Eligible Collateral held in the Account is greater than the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral from the Account, whereupon Secured Party agrees that it shall release from the Account Collateral with a Collateral Value an aggregate value at least equal to such excessdifference. Upon written agreement For this and all other purposes of this Section 5.17, the value of cash shall be the amount thereof and the value of other Eligible Collateral on any date shall be the closing bid price for such Eligible Collateral on the Business Day immediately preceding such date as determined by the Administrative Agent based on a commercially recognized price source. If on any Valuation Date the Collateral Requirement is less than the Collateral Value on such date, the Borrower shall be entitled to withdraw on the related Collateral Payment Date Eligible Collateral with an aggregate value up to such difference. Any Eligible Collateral consisting of cash shall be delivered to the Administrative Agent by wire transfer of immediately available funds to the following account of the Parties, Secured Party may instead arrange for an automatic monthly payment of any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed in writing Administrative Agent maintained by the PartiesAdministrative Agent at Bank of America N.T. & S.A. New York, any ABA #026000000, Xcct #655-011-3535, favour the Toronto Dominion Bank New York, Re: Canadian Investments LLC. It is understood and agreed that such payment of any such excess account shall be made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a Xxxxxxx Mac Seller/Servicer. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as an account of the time made; providedAdministrative Agent, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery in its capacity as such and for the sole benefit of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by reference.Lenders,

Collateral Maintenance. (a) As of the Effective Date, to secure the Pledgor Obligations, Pledgor agrees to wire transfer to the Account Eligible Collateral with a Collateral Value equal to the Cash Amount (the “Required Collateral Amount”). During the term of this Agreement, Pledgor covenants and agrees to maintain, as collateral security for the Pledgor Obligations, Eligible Collateral with a The Borrower shall maintain at all times an Aggregate Collateral Value not less than the Required Aggregate Outstanding Amount as of such time. (b) If at the close of any Business Day of the Borrower the Aggregate Collateral Value is less than the Aggregate Outstanding Amount as of such time the Bank shall notify the Borrower of such deficit, and the Borrower shall deliver additional Eligible Collateral to the Collateral Account such that, after giving effect to such delivery to the Collateral Account, the Aggregate Collateral Value is greater than or equal to the Aggregate Outstanding Amount. IfThe Borrower shall deliver such additional Eligible Collateral (i) if such notice is delivered at or before 11:00 a.m., at any time New York City time, by the close of business on the date of such notice; and (ii) if such notice is delivered after 11:00 a.m., New York City time, by the close of business on the next Business Day following such notice. The Collateral Value shall be determined by the Bank on each Business Day during the term of this Agreement for Agreement. The Bank’s determination of the Collateral Value shall be conclusive and binding, absent manifest error. Notwithstanding the foregoing, if the Borrower fails to satisfy this Section 4.02(b) solely as a result of the failure by the Custodian to execute instructions delivered to it by the Borrower or solely as a result of an operational error by the Custodian or the Borrower, then such failure shall not constitute a breach hereunder if the Borrower cures such failure within one (1) Business Day of the earlier of (i) the Bank providing notice to the Borrower of such failure and (ii) the Borrower becoming aware of such failure. (c) If at the close of business on any reason (includingBusiness Day, without limitation, inadvertent release by Secured Party to Pledgor)there is Excess Collateral Value, the Borrower may request in writing a release of Eligible Collateral in the Account has a with an aggregate Collateral Value that is of not less than the Required $50,000 and not more than such Excess Collateral Amount, Pledgor Value. The Bank shall, within three two (32) Business Days after Days’ of such request, instruct the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant to the Wire Transfer Instructions such that the aggregate Collateral Value equals or exceeds the Required Collateral Amount. If at any time Pledgor shall fail to transfer additional cash to the Account Custodian in accordance with the preceding terms Account Control Agreement to return to the Borrower and release from the Lien of this Section 3, Agreement such failure shall constitute an Event of Default hereunder. (b) Provided Eligible Collateral; provided that (ia) no Event of Default has with respect to the Borrower shall have occurred and is continuing, be continuing and (iib) such return and release does not or would not cause an Event of Default or result in the Aggregate Collateral Value being less than the Aggregate Outstanding Amount. Any such request received by the Bank after 2:00 p.m. New York City time shall be deemed to have been delivered on the next succeeding Business Day. (d) At any time and from time to time, the Bank shall, upon two (2) Business Days’ notice from the Borrower, instruct the Custodian in accordance with the Account Control Agreement to return any item(s) of Collateral to the Borrower indicated by the Borrower, provided that the Borrower shall have previously or simultaneously therewith provided substitute item(s) of Eligible Collateral held in and that after giving effect to any such substitution, the Account is greater Aggregate Collateral Value shall not be less than the Required Aggregate Outstanding Amount. (e) At all times prior to the disposition of Collateral Amountby the Bank pursuant to Section 7.02, Pledgor the Borrower may, not more frequently than once per calendar monthin its sole discretion, request exercise, or refrain from exercising, any and all rights, including any voting and consent rights, or to take or refrain from taking any and all actions, which the Borrower may be entitled to take or assert in writing that Secured Party release Collateral from the Account, whereupon Secured Party connection with any securities pledged as Collateral. The Bank agrees that it the Borrower shall release from have the Account Collateral with a Collateral Value equal right to such excess. Upon written agreement receive, retain and use freely all dividends and interest distributed in respect of the PartiesCollateral until such time as the Bank shall have rights to exercise remedies under Section 7.02. For the avoidance of doubt, Secured Party may instead arrange for an automatic monthly payment of the Bank shall have no voting rights with respect to any securities pledged as Collateral, except to the extent that the Bank buys any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed securities in writing by the Parties, any such payment of any such excess shall be a sale or other disposition made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a Xxxxxxx Mac Seller/ServicerSection 7.02. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time made; provided, however, that any telephonic or electronic mail notice shall promptly be confirmed by delivery of written notice to the other party, pursuant to the notice provisions set forth in Annex I attached hereto and incorporated herein by reference.

Collateral Maintenance. (a) As The Borrower hereby authorizes the Bank to instruct the Custodian to move items of Eligible Collateral from the Borrower’s general custody accounts created under the custody agreement between the Custodian and the Borrower to the Collateral Account to satisfy the Borrower’s obligations hereunder and authorizes the Custodian to follow any such instructions. (b) If at the close of any Business Day of the Effective DateBorrower, to secure (i) the Pledgor ObligationsAggregate Collateral Value is less than the Aggregate Outstanding Amount and (ii) such difference is greater than the Minimum Transfer Amount, Pledgor agrees to wire transfer then the Borrower shall immediately deliver additional Eligible Collateral to the Collateral Account Eligible such that, after giving effect to such delivery to the Collateral with a Account, the Aggregate Collateral Value is greater than or equal to the Cash Amount (Aggregate Outstanding Amount. The Collateral Value shall be determined by the “Required Collateral Amount”). During Bank on each Business Day during the term of this Agreement, Pledgor covenants and agrees to maintain, as collateral security for . The Bank’s determination of the Pledgor Obligations, Eligible Collateral with a Collateral Value not less shall be conclusive and binding. (c) If at the close of business on any Business Day, (i) there is Excess Collateral Value with respect to any Margin Loan, and (ii) such Excess Collateral Value is greater than the Required Collateral Minimum Transfer Amount. If, at any time during then the term Bank shall, upon two (2) Business Days’ notice from the Borrower, return to the Borrower and release from the Lien of this Agreement for any reason (including, without limitation, inadvertent release by Secured Party to Pledgor), the items of Eligible Collateral in the Account has a Collateral Value that is less than the Required Collateral Amount, Pledgor shall, within three (3) Business Days after the date of a written notice from Secured Party that the Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant to the Wire Transfer Instructions for such that the Margin Loan having an aggregate Collateral Value equals or exceeds the Required equal to such Excess Collateral Amount. If at any time Pledgor shall fail to transfer additional cash to the Account in accordance with the preceding terms of this Section 3, such failure shall constitute an Event of Default hereunder. (b) Provided Value; provided that (i) no Event of Default has with respect to the Borrower shall have occurred and is continuing, be continuing and (ii) the Borrower shall be entitled to a return of such Excess Collateral Value only to the extent that a Collateral Value Deficit does not exist with respect to any other Margin Loan at such time of transfer. (d) At any time and from time to time, the Bank shall, upon two (2) Business Days’ notice from the Borrower, return any item(s) of Collateral to the Borrower indicated by the Borrower provided that the Borrower shall, prior to the Bank giving such instruction, delivered substitute item(s) of Eligible Collateral held in the Account is greater than the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral from the Account, whereupon Secured Party agrees that it shall release from the Account Collateral with a Collateral Value equal to such excess. Upon written agreement of the Parties, Secured Party may instead arrange for an automatic monthly payment of any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a Xxxxxxx Mac Seller/Servicer. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time madeCollateral Account; provided, however, that after giving effect to any telephonic or electronic mail notice such substitution, the Aggregate Collateral Value shall promptly not be confirmed by delivery of written notice less than the Aggregate Outstanding Amount. (e) At all times prior to the other party, disposition of Collateral by the Bank pursuant to Section 7.02, the notice provisions set forth Borrower may, in Annex I attached hereto its sole discretion, exercise, or refrain from exercising, any and incorporated herein by referenceall rights, including any voting and consent rights, or to take or refrain from any and all actions, which the Borrower may be entitled to take or assert in connection with any securities pledged as Collateral. The Bank agrees that the Borrower shall have the right to receive, retain and use freely all dividends and interest distributed in respect of the Collateral until such time as the Bank shall have rights to exercise remedies under Section 7.02. For the avoidance of doubt, the Bank shall have no voting rights with respect to any securities pledged as Collateral, except to the extent that the Bank buys any such securities in a sale or other disposition made pursuant to Section 7.02.

Collateral Maintenance. (a) As The Borrower hereby authorizes the Bank to instruct the Custodian to move items of Eligible Collateral from the Borrower’s general custody accounts created under the custody agreement between the Custodian and the Borrower to the Collateral Account to satisfy the Borrower’s obligations hereunder and authorizes the Custodian to follow any such instructions. (b) If at the close of any Business Day of the Effective DateBorrower, to secure (i) the Pledgor ObligationsAggregate Collateral Value is less than the Aggregate Outstanding Amount and (ii) such difference is greater than the Minimum Transfer Amount, Pledgor agrees to wire transfer then the Borrower shall, upon three (3) Business Days’ notice from the Bank, deliver additional Eligible Collateral to the Collateral Account Eligible such that, after giving effect to such delivery to the Collateral with a Account, the Aggregate Collateral Value is greater than or equal to the Cash Amount (Aggregate Outstanding Amount. The Collateral Value shall be determined by the “Required Collateral Amount”). During Bank on each Business Day during the term of this Agreement, Pledgor covenants and agrees to maintain, as collateral security for . The Bank’s determination of the Pledgor Obligations, Eligible Collateral with a Collateral Value not less shall be conclusive and binding. (c) If at the close of business on any Business Day, (i) there is Excess Collateral Value with respect to any Margin Loan, and (ii) such Excess Collateral Value is greater than the Required Collateral Amount. If, at any time during the term of this Agreement for any reason (including, without limitation, inadvertent release by Secured Party to Pledgor), the Eligible Collateral in the Account has a Collateral Value that is less than the Required Collateral Minimum Transfer Amount, Pledgor then the Bank shall, within upon three (3) Business Days after the date of a written Days’ notice from Secured Party that the Borrower, return to the Borrower and release from the Lien of this Agreement items of Eligible Collateral has a Collateral Value that is less than the Required Collateral Amount, transfer cash pursuant to the Wire Transfer Instructions for such that the Margin Loan having an aggregate Collateral Value equals or exceeds the Required equal to such Excess Collateral Amount. If at any time Pledgor shall fail to transfer additional cash to the Account in accordance with the preceding terms of this Section 3, such failure shall constitute an Event of Default hereunder. (b) Provided Value; provided that (i) no Event of Default has with respect to the Borrower shall have occurred and is continuing, be continuing and (ii) the Borrower shall be entitled to a return of such Excess Collateral Value only to the extent that a Collateral Value Deficit does not exist with respect to any other Margin Loan at such time of transfer. (d) At any time and from time to time, the Bank shall, upon three (3) Business Days’ notice from the Borrower, return any item(s) of Collateral to the Borrower indicated by the Borrower provided that the Borrower shall, prior to the Bank giving such instruction, delivered substitute item(s) of Eligible Collateral held in the Account is greater than the Required Collateral Amount, Pledgor may, not more frequently than once per calendar month, request in writing that Secured Party release Collateral from the Account, whereupon Secured Party agrees that it shall release from the Account Collateral with a Collateral Value equal to such excess. Upon written agreement of the Parties, Secured Party may instead arrange for an automatic monthly payment of any such excess (provided that no Event of Default has occurred and is continuing); unless otherwise agreed in writing by the Parties, any such payment of any such excess shall be made pursuant to the wire transfer instructions provided by Pledgor to Secured Party in connection with Pledgor’s approval as a Xxxxxxx Mac Seller/Servicer. (c) Any request by Secured Party or Pledgor hereunder may be made by telephone, electronic mail or facsimile, and shall be effective immediately as of the time madeCollateral Account; provided, however, that after giving effect to any telephonic or electronic mail notice such substitution, the Aggregate Collateral Value shall promptly not be confirmed by delivery of written notice less than the Aggregate Outstanding Amount. (e) At all times prior to the other party, disposition of Collateral by the Bank pursuant to Section 7.02, the notice provisions set forth Borrower may, in Annex I attached hereto its sole discretion, exercise, or refrain from exercising, any and incorporated herein by referenceall rights, including any voting and consent rights, or to take or refrain from any and all actions, which the Borrower may be entitled to take or assert in connection with any securities pledged as Collateral, or any Bank Loans. The Bank agrees that the Borrower shall have the right to receive, retain and use freely all dividends and interest, and in respect of Bank Loans, payments of principal, distributed in respect of the Collateral until such time as the Bank shall have rights to exercise remedies under Section 7.02. For the avoidance of doubt, the Bank shall have no voting rights with respect to any securities pledged as Collateral or Bank Loans, except to the extent that the Bank buys any such securities or Bank Loans in a sale or other disposition made pursuant to Section 7.02.