Common use of General Duties of the Portfolio Manager Clause in Contracts

General Duties of the Portfolio Manager. The Portfolio Manager will provide the Issuer with services (in accordance with the applicable requirements of the Indenture), including the following: (i) Determining specific Collateral Obligations, Eligible Investments and Equity Securities to be purchased or sold by the Issuer, in each case taking into consideration the payment and distribution obligations of the Issuer under the Indenture on each Distribution Date in so doing, such that expected distributions on such Collateral Obligations, Eligible Investments and Equity Securities permit a timely performance of the payment and distribution obligations by the Issuer; provided, however, that the Portfolio Manager does not hereby guarantee the timely performance of such payment or distribution obligations and shall not be liable for any failure of the Issuer to satisfy its payment and distribution obligations so long as it has acted in accordance with the Portfolio Manager Standard; (ii) Investing and reinvesting the Assets and facilitating the acquisition and settlement of Collateral Obligations, Eligible Investments, other securities received in respect thereof by the Issuer and Equity Securities; (iii) Advising the Issuer with respect to interest rate risk and cash flow timing, including selecting and negotiating Hedge Agreements, monitoring any Hedge Agreements and determining whether and when the Issuer should exercise any rights available under Hedge Agreements; (iv) Negotiating with the applicable issuers of Collateral Obligations or Eligible Investments (the “Debt Issuers”) as to proposed modifications of the Underlying Instruments governing such Collateral Obligations or Eligible Investments; (v) To the extent permitted by the Indenture, making determinations with respect to the Issuer’s exercise of any rights (including but not limited to voting rights, rights to grant waivers and consents and rights arising in connection with the bankruptcy or insolvency of a Debt Issuer or the consensual or non-judicial restructuring of the debt or equity of any such Debt Issuer) or remedies in connection with the Collateral Obligations and Eligible Investments and participating in the committees (official or otherwise) or other groups formed by creditors of any such Debt Issuer; (vi) Subject to Sections 25 and 10(c) of this Agreement, consulting with any Rating Agency rating any Class of Notes at such times as may be reasonably requested by the Rating Agencies and providing the Rating Agencies with any information reasonably requested in connection with the Rating Agencies’ monitoring of the acquisition and disposition of Collateral Obligations or Eligible Investments; (vii) Selecting the independent pricing services or dealers, as applicable, for the purpose of determining the Market Values of Collateral Obligations, or if permitted pursuant to the definition thereof, determining such Market Values; (viii) Determining whether a specific Collateral Obligation is an Equity Security, Defaulted Obligation, Current Pay Obligation, Discount Obligation, Credit Risk Obligation, Credit Improved Obligation or Unsalable Asset; (ix) (A) Monitoring the Assets on an ongoing basis and (B) subject to Section 10(c) hereof, providing to the Issuer all reports, schedules and other data (1) which the Issuer is required to prepare and deliver pursuant to Section 10.7 of the Indenture (other than any reports, schedules or other data which the Collateral Administrator has agreed to prepare pursuant to the Collateral Administration Agreement) or (2) which otherwise relate to the Assets or the Notes and which the Issuer is required to prepare and deliver under the Indenture, in each case, in the form and containing all information required thereby and in sufficient time for the Issuer to review such required reports, schedules and data and to deliver them to the parties entitled thereto under the Indenture; (x) Notifying the Trustee and the Issuer when any Collateral Obligation is a Defaulted Obligation, and instructing the Trustee whether to retain or dispose of such Collateral Obligation; (xi) Managing the Issuer’s obligations within the parameters set forth in the Indenture, including without limitation, each of the Collateral Quality Tests, the Coverage Tests, and each of the Concentration Limitations; (xii) As soon as reasonably practicable after the occurrence of any Default actually known to the Portfolio Manager, notifying the Trustee and the Issuer in writing thereof; (xiii) Determining whether to accept or reject any Contribution (other than a Cure Contribution) proposed to be made in accordance with the Indenture; (xiv) Directing the Trustee to enter into a Bankruptcy Exchange or Exchange Transaction; (xv) Directing the Trustee to apply amounts on deposit in the Contribution Account in accordance with the Indenture; (xvi) Taking appropriate action with respect to any Equity Security and any other Asset that does not constitute a Collateral Obligation or an Eligible Investment in accordance with the applicable provisions of the Indenture; and (xvii) Complying with such other duties and responsibilities as may be required of the Portfolio Manager by the Indenture, this Agreement and applicable law (including, without limitation, the Investment Advisers Act). The Portfolio Manager shall comply with all of the terms and conditions of the Indenture applicable to it, and (without in any way limiting Section 14 of this Agreement) shall perform its obligations hereunder and thereunder with reasonable care and in good faith in rendering its services and performing its obligations as Portfolio Manager, using a degree of skill and attention no less than that which the Portfolio Manager exercises with respect to comparable assets that it manages for itself and others (if any) in accordance with its existing practices and procedures relating to clients such as the Issuer (including, but not limited to, other CLOs) and to assets of the nature and character of the Assets (the “Portfolio Manager Standard”); provided that, in no event shall the Portfolio Manager be (i) liable or responsible for the performance of the Collateral Obligations contained in the Assets, (ii) obligated to perform any other duties other than as specified in this Agreement or pursuant to the terms of the Indenture applicable to the Portfolio Manager or (iii) obligated to pursue any particular investment strategy or opportunity with respect to Collateral Obligations. To the extent not inconsistent with the foregoing, the Portfolio Manager shall follow its customary standards, policies and procedures in performing its duties under the Indenture and this Agreement (including those duties of the Issuer under the Indenture which the Portfolio Manager has agreed hereunder to perform on the Issuer’s behalf). The Portfolio Manager shall use reasonable efforts to cause the Issuer to cure any breach by the Portfolio Manager of this Agreement or the Indenture resulting from the purchase or disposition of Collateral Obligations, Eligible Investments or Equity Securities. The Portfolio Manager shall not be bound to follow any amendment to the Indenture unless the Portfolio Manager shall have consented thereto in writing. (b) The Portfolio Manager shall cause any purchase or sale of any Collateral Obligation, Eligible Investment or Equity Security to be conducted on an arm’s length basis or on terms that would be obtained in an arm’s length transaction in compliance with Section 9, if applicable. (c) [Reserved]. (d) The Issuer hereby makes, constitutes and appoints the Portfolio Manager, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents which the Portfolio Manager reasonably deems appropriate or necessary in connection with its duties under this Agreement. The foregoing power shall survive and not be affected by the subsequent dissolution, bankruptcy or termination of the Issuer; provided, however, that the foregoing power of attorney will expire, and the Portfolio Manager will cease to have any power to act as the Issuer’s attorney-in-fact, upon termination of this Agreement (upon the effectiveness of any resignation or removal of the Portfolio Manager or otherwise) in accordance with the terms hereof. The Issuer shall execute and deliver to the Portfolio Manager or cause to be executed and delivered to the Portfolio Manager all such other powers of attorney, proxies and other orders, and all such instruments, without recourse to the Issuer, as the Portfolio Manager may reasonably request for the purpose of enabling the Portfolio Manager to exercise the rights and powers which it is entitled to exercise pursuant to this Section 1.

General Duties of the Portfolio Manager. The Portfolio Manager will provide the Issuer with services (in accordance with the applicable requirements of the Indenture), including the following: (a) (i) Determining specific Collateral Obligations, Eligible Investments Investments, Restructuring Loans and Equity Securities to be purchased or sold by the Issuer, in each case taking into consideration the payment and distribution obligations of the Issuer under the Indenture on each Distribution Date in so doing, such that expected distributions on such Collateral Obligations, Eligible Investments and Equity Securities permit a timely performance of the payment and distribution obligations by the Issuer; provided, however, that the Portfolio Manager does not hereby guarantee the timely performance of such payment or distribution obligations and shall not be liable for any failure of the Issuer to satisfy its payment and distribution obligations so long as it has acted in accordance with the Portfolio Manager Standardobligations; (ii) Investing Supervising and directing the investing and reinvesting of the Assets and facilitating the acquisition and settlement of Collateral Obligations, Eligible Investments, other securities received in respect thereof by the Issuer Restructuring Loans and Equity Securities; (iii) Advising the Issuer with respect to interest rate risk and cash flow timing, including selecting and negotiating Hedge Agreements, monitoring any Hedge Agreements and determining whether and when the Issuer should exercise any rights available under Hedge Agreements; (iv) Negotiating with the applicable issuers of Collateral Obligations Obligations, Restructuring Loans or Eligible Investments (the “Debt Issuers”) as to proposed modifications of the Underlying Instruments governing such Collateral Obligations Obligations, Restructuring Loans or Eligible Investments; (v) To the extent permitted by the Indenture, making determinations with respect to the Issuer’s exercise of any rights (including but not limited to voting rights, rights to grant waivers and consents and rights arising in connection with the bankruptcy or insolvency of a Debt Issuer or the consensual or non-judicial restructuring of the debt or equity of any such Debt Issuer) or remedies in connection with the Collateral Obligations Obligations, Restructuring Loans, Equity Securities and Eligible Investments and participating in the committees (official or otherwise) or other groups formed by creditors of any such Debt Issuer; (vi) Subject to Sections 25 and 10(c) of this Agreement, consulting with any Rating Agency rating any Class of Notes at such times as may be reasonably requested by the such Rating Agencies Agency and providing the Rating Agencies Agency with any information reasonably requested in connection with the Rating Agencies’ Agency’s monitoring of the acquisition and disposition of Collateral Obligations or Eligible Investments; (vii) Selecting the independent pricing services or dealers, as applicable, for the purpose of determining the Market Values of Collateral Obligations, or if permitted pursuant to the definition thereof, determining such Market Values; (viii) Determining whether a specific Collateral Obligation Asset is an Equity Security, Restructuring Loan, Defaulted Obligation, Current Pay Obligation, Discount Obligation, Credit Risk Obligation, Credit Improved Obligation or Unsalable Asset; (ix) (A) Monitoring the Assets on an ongoing basis and (B) subject to Section 10(c) hereof, providing to the Issuer all reports, schedules and other data (1) which the Issuer is required to prepare and deliver pursuant to Section 10.7 of the Indenture (other than any reports, schedules or other data which the Collateral Administrator has agreed to prepare pursuant to the Collateral Administration Agreement) or (2) which otherwise relate to the Assets or the Notes and which the Issuer is required to prepare and deliver under the Indenture, in each case, in the form and containing all information required thereby and in sufficient time for the Issuer to review such required reports, schedules and data and to deliver them to the parties entitled thereto under the Indenture; (x) Notifying the Trustee and the Issuer when any Collateral Obligation is a Defaulted Obligation, and instructing the Trustee whether to retain or dispose of such Collateral Obligation; (xi) Managing the Issuer’s obligations within the parameters set forth in the Indenture, including without limitation, each of the Collateral Quality Tests, the Coverage Tests, and each of the Concentration Limitations; (xii) As soon as reasonably practicable after the occurrence of any Default actually known to the Portfolio Manager, notifying the Trustee and the Issuer in writing thereof; (xiii) Determining whether to accept or reject any Contribution (other than a Cure Contribution) proposed to be made in accordance with the Indenture; (xiv) Directing the Trustee to enter into a Bankruptcy Exchange or Exchange Transaction; (xv) Directing the Trustee to apply amounts on deposit in the Contribution Account (as determined by the Portfolio Manager in its sole discretion) in accordance with the Indenture; (xvi) Taking appropriate action with respect to any Equity Security and any other Asset that does not constitute a Collateral Obligation or an Eligible Investment in accordance with the applicable provisions of the Indenture; and (xvii) Complying with such other duties and responsibilities as may be required of the Portfolio Manager by the Indenture, this Agreement and applicable law (including, without limitation, the Investment Advisers Act). The Portfolio Manager shall comply with all of assumes no responsibility under this Agreement other than to render the services called for hereunder and under the terms and conditions of the Indenture expressly applicable to itthe Portfolio Manager, and (without in any way limiting Section 14 of this Agreement) shall perform its obligations hereunder and thereunder with reasonable care and in good faith in rendering its services and performing its obligations as Portfolio Manager, using a degree of skill and attention no less than that which the Portfolio Manager exercises with respect to comparable assets that it manages for itself and others (if any) in accordance with its existing practices and procedures relating to clients such as the Issuer (including, but not limited to, other CLOs) and to assets of the nature and character of the Assets (the “Portfolio Manager Standard”); provided that, in no event shall the Portfolio Manager be (i) liable or responsible for the performance of the Collateral Obligations contained in the Assets, (ii) obligated to perform any other duties other than as specified in this Agreement or pursuant to the terms of the Indenture expressly applicable to the Portfolio Manager or (iii) obligated to pursue any particular investment strategy or opportunity with respect to the Collateral Obligations. To the extent not inconsistent with the foregoing, the Portfolio Manager shall follow its customary standards, policies and procedures in performing its duties under the Indenture and this Agreement (including those duties of the Issuer under the Indenture which the Portfolio Manager has agreed hereunder to perform on the Issuer’s behalf). The Portfolio Manager shall use reasonable efforts to cause the Issuer to cure any breach by the Portfolio Manager of this Agreement or the Indenture resulting from the purchase or disposition of Collateral Obligations, Eligible Investments or Equity Securities. The Portfolio Manager shall not be bound to follow any amendment to the Indenture unless the Portfolio Manager shall have consented thereto in writing. (b) The Portfolio Manager shall cause any purchase or sale of any Collateral Obligation, Restructuring Loan, Eligible Investment or Equity Security to be conducted on an arm’s length basis or on terms that would be obtained in an arm’s length transaction in compliance with Section 9, if applicable. (c) [Reserved]Notwithstanding anything herein or any other Transaction Document to the contrary, the Portfolio Manager shall have no authority to hold (directly or indirectly), or otherwise obtain possession of, any funds or securities of the Issuer (including Collateral Obligations or Eligible Investments). The Portfolio Manager agrees that any requests regarding the disbursement of any funds in any Account must be made in accordance with the Indenture or other Transaction Documents and must be sent to the Trustee and such request shall be made by the Portfolio Manager in connection with any acquisition, sale or disposition of the Assets or otherwise upon the approval of the Issuer. The Portfolio Manager shall have no authority to (i) sign checks on the Issuer’s behalf, (ii) deduct fees from any Account, (iii) withdraw funds or securities from any Account, or (iv) dispose of funds in any Account for any purpose other than pursuant to transactions authorized by the Indenture and the other Transaction Documents. Without limiting the foregoing, none of the services performed by the Portfolio Manager shall result in or be construed as resulting in an obligation to perform any of the following: (A) the Portfolio Manager acting repeatedly or continuously as an intermediary in securities or loans for the Issuer; (B) the Portfolio Manager providing investment banking services to the Issuer; or (C) the Portfolio Manager having direct contact with, or actively soliciting or finding, outside investors to invest in the Issuer, it being understood that it is the intention of the parties that the Portfolio Manager not take any action through the limited power of attorney granted hereby that would cause the Portfolio Manager to have custody of the Issuer’s funds or securities within the meaning of Rule 206(4)-2 under the Investment Advisers Act. Nothing in this Section 1(c) shall prohibit the Portfolio Manager from issuing instructions to the Trustee, Custodian or Intermediary to effect or settle any bills of sale, assignments, agreements and/or other instruments in connection with any acquisition, sale or other disposition of any Asset of the Issuer as permitted by the Indenture. (d) The Issuer hereby makes, constitutes and appoints the Portfolio Manager, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents which the Portfolio Manager reasonably deems appropriate or necessary in connection with its duties under this Agreement. The foregoing power shall survive and not be affected by the subsequent dissolution, bankruptcy or termination of the Issuer; provided, however, that the foregoing power of attorney will expire, and the Portfolio Manager will cease to have any power to act as the Issuer’s attorney-in-fact, upon termination of this Agreement (upon the effectiveness of any resignation or removal of the Portfolio Manager or otherwise) in accordance with the terms hereof. Notwithstanding the foregoing, it is understood that the power of attorney granted herein is in all cases and for all purposes qualified and limited by the Indenture and the other Transaction Documents and, as such, the power of attorney granted hereby is limited rather than general. The Issuer shall execute and deliver to the Portfolio Manager or cause to be executed and delivered to the Portfolio Manager all such other powers of attorney, proxies and other orders, and all such instruments, without recourse to the Issuer, as the Portfolio Manager may reasonably request for the purpose of enabling the Portfolio Manager to exercise the rights and powers which it is entitled to exercise pursuant to this Section 1.

General Duties of the Portfolio Manager. The Portfolio Manager will provide the Issuer with services (in accordance with the applicable requirements of the Indenture), including the following: (i) Determining specific Collateral Obligations, Eligible Investments and Equity Securities to be purchased or sold by the Issuer, in each case taking into consideration the payment and distribution obligations of the Issuer under the Indenture on each Distribution Date in so doing, such that expected distributions on such Collateral Obligations, Eligible Investments and Equity Securities permit a timely performance of the payment and distribution obligations by the Issuer; provided, however, that the Portfolio Manager does not hereby guarantee the timely performance of such payment or distribution obligations and shall not be liable for any failure of the Issuer to satisfy its payment and distribution obligations so long as it has acted in accordance with the Portfolio Manager Standard; (ii) Investing and reinvesting the Assets and facilitating the acquisition and settlement of Collateral Obligations, Eligible Investments, other securities received in respect thereof by the Issuer and Equity Securities; (iii) Advising the Issuer with respect to interest rate risk and cash flow timing, including selecting and negotiating Hedge Agreements, monitoring any Hedge Agreements and determining whether and when the Issuer should exercise any rights available under Hedge Agreements; (iv) Negotiating with the applicable issuers of Collateral Obligations or Eligible Investments (the “Debt Issuers”) as to proposed modifications of the Underlying Instruments governing such Collateral Obligations or Eligible Investments; (v) To the extent permitted by the Indenture, making determinations with respect to the Issuer’s exercise of any rights (including but not limited to voting rights, rights to grant waivers and consents and rights arising in connection with the bankruptcy or insolvency of a Debt Issuer or the consensual or non-judicial restructuring of the debt or equity of any such Debt Issuer) or remedies in connection with the Collateral Obligations and Eligible Investments and participating in the committees (official or otherwise) or other groups formed by creditors of any such Debt Issuer; (vi) Subject to Sections 25 and 10(c) of this Agreement, consulting with any Rating Agency rating any Class of Notes at such times as may be reasonably requested by the Rating Agencies and providing the Rating Agencies with any information reasonably requested in connection with the Rating Agencies’ monitoring of the acquisition and disposition of Collateral Obligations or Eligible Investments; (vii) Selecting the independent pricing services or dealers, as applicable, for the purpose of determining the Market Values of Collateral Obligations, or if permitted pursuant to the definition thereof, determining such Market Values; (viii) Determining whether a specific Collateral Obligation is an Equity Security, Defaulted Obligation, Current Pay Obligation, Discount Obligation, Credit Risk Obligation, Credit Improved Obligation or Unsalable Asset; (ix) (A) Monitoring the Assets on an ongoing basis and (B) subject to Section 10(c) hereof, providing to the Issuer all reports, schedules and other data (1) which the Issuer is required to prepare and deliver pursuant to Section 10.7 of the Indenture (other than any reports, schedules or other data which the Collateral Administrator has agreed to prepare pursuant to the Collateral Administration Agreement) or (2) which otherwise relate to the Assets or the Notes and which the Issuer is required to prepare and deliver under the Indenture, in each case, in the form and containing all information required thereby and in sufficient time for the Issuer to review such required reports, schedules and data and to deliver them to the parties entitled thereto under the Indenture; (x) Notifying the Collateral Trustee and the Issuer when any Collateral Obligation is a Defaulted Obligation, and instructing the Collateral Trustee whether to retain or dispose of such Collateral Obligation; (xi) Managing the Issuer’s obligations within the parameters set forth in the Indenture, including without limitation, each of the Collateral Quality Tests, the Coverage Tests, and each of the Concentration Limitations; (xii) As soon as reasonably practicable after the occurrence of any Default actually known to the Portfolio Manager, notifying the Collateral Trustee and the Issuer in writing thereof; (xiii) Determining whether to accept or reject any Contribution (other than a Cure Contribution) proposed to be made in accordance with the Indenture; (xiv) Directing the Collateral Trustee to enter into a Bankruptcy Exchange or Exchange Transaction; (xv) Directing the Collateral Trustee to apply amounts on deposit in the Contribution Account in accordance with the Indenture; (xvi) Taking appropriate action with respect to any Equity Security and any other Asset that does not constitute a Collateral Obligation or an Eligible Investment in accordance with the applicable provisions of the Indenture; and (xvii) Complying with such other duties and responsibilities as may be required of the Portfolio Manager by the Indenture, this Agreement and applicable law (including, without limitation, the Investment Advisers Act). The Portfolio Manager shall comply with all of the terms and conditions of the Indenture expressly applicable to itthe Portfolio Manager, and (without in any way limiting Section 14 of this Agreement) shall perform its obligations hereunder and thereunder with reasonable care and in good faith in rendering its services and performing its obligations as Portfolio Manager, using a degree of skill and attention no less than that which the Portfolio Manager exercises with respect to comparable assets that it manages for itself and others (if any) in accordance with its existing practices and procedures relating to clients such as the Issuer (including, but not limited to, other CLOs) and to assets of the nature and character of the Assets (the “Portfolio Manager Standard”); provided that, in no event shall the Portfolio Manager be (i) liable or responsible for the performance of the Collateral Obligations contained in the Assets, (ii) obligated to perform any other duties other than as specified in this Agreement or pursuant to the terms of the Indenture expressly applicable to the Portfolio Manager or (iii) obligated to pursue any particular investment strategy or opportunity with respect to the Collateral Obligations. To the extent not inconsistent with the foregoing, the Portfolio Manager shall follow its customary standards, policies and procedures in performing its duties under the Indenture and this Agreement (including those duties of the Issuer under the Indenture which the Portfolio Manager has agreed hereunder to perform on the Issuer’s behalf). The Portfolio Manager shall use reasonable efforts to cause the Issuer to cure any breach by the Portfolio Manager of this Agreement or the Indenture resulting from the purchase or disposition of Collateral Obligations, Eligible Investments or Equity Securities, and which breach a responsible officer of the Portfolio Manager is actually aware or has received notice thereof. The Portfolio Manager shall not be bound to follow any amendment to the Indenture unless the Portfolio Manager shall have consented thereto in writing. (b) The Portfolio Manager shall cause any purchase or sale of any Collateral Obligation, Eligible Investment or Equity Security to be conducted on an arm’s length basis or on terms that would be obtained in an arm’s length transaction in compliance with Section 9, if applicable. (c) [Reserved]. (d) The Issuer hereby makes, constitutes and appoints the Portfolio Manager, with full power of substitution, as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead, to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents which the Portfolio Manager reasonably deems appropriate or necessary in connection with its duties under this Agreement. The foregoing power shall survive and not be affected by the subsequent dissolution, bankruptcy or termination of the Issuer; provided, however, that the foregoing power of attorney will expire, and the Portfolio Manager will cease to have any power to act as the Issuer’s attorney-in-fact, upon termination of this Agreement (upon the effectiveness of any resignation or removal of the Portfolio Manager or otherwise) in accordance with the terms hereof. The Issuer shall execute and deliver to the Portfolio Manager or cause to be executed and delivered to the Portfolio Manager all such other powers of attorney, proxies and other orders, and all such instruments, without recourse to the Issuer, as the Portfolio Manager may reasonably request for the purpose of enabling the Portfolio Manager to exercise the rights and powers which it is entitled to exercise pursuant to this Section 1.