Management or Control. Without the prior written consent of [[Organization C:Organization]]: # there shall not be any material change in direct or indirect management or control [[Organization B:Organization]]; and # [[Organization B:Organization]] shall not cease to maintain key management and executive personnel at a level of experience and ability equivalent to the present executive management and executive personnel as of the date hereof.

Treasury Management Services. Borrower and its Subsidiaries shall be in compliance with Section 7.12.

Participants are expected to effectively manage all risk associated with their position in accordance with the Wells Fargo’s Risk Management Framework.

Management of Subsidiary. In order to help facilitate the transition of the Subsidiary to ​, the Parties have agreed that Barry Hall, the CEO of ​, be the sole officer of the Subsidiary.

Cash Management Agreement. The Agent shall have received from the Borrowers the final Cash Management Agreement, duly executed by each Borrower and the Cash Management Bank.

This Agreement and the Cash Management Agreement and the Deposit Account Control Agreement, collectively, create a valid and continuing security interest (as defined in the Uniform Commercial Code of the State of New York) in the Cash Management Account and the Deposit Account in favor of the Agent for the benefit of the Lender, and each such security interest is prior to all other Liens, other than Permitted Encumbrances, and is enforceable as such against creditors of each Borrower. Other than in connection with the Loan Documents and except for Permitted Encumbrances, none of the Borrowers has sold, pledged or otherwise transferred or conveyed any of its rights or interests in the Cash Management Account or the Deposit Account;

On the Effective Date, the Reorganized Debtors shall adopt and implement the Management Incentive Plan. Confirmation shall be deemed approval of the Management Incentive Plan, without any further action or approval required by the Bankruptcy Court.

Cash Management Services. [[Organization A:Organization]] may use availability hereunder up to the Cash Management Sublimit for [[Organization B:Organization]]'s cash management services, which may include merchant services, direct deposit of payroll, business credit card, and check cashing services identified in various cash management services agreements related to such services (the "Cash Management Services"). The entire Cash Management Sublimit will be treated as an Advance for purposes of determining availability under the Domestic Credit Limit and shall decrease, on a dollar-for-dollar basis, the amount available for other Advances. The Cash Management Services shall be subject to additional terms set forth in applicable cash management services agreements.

“Advisor” means Goldman Sachs Asset Management, L.P. or any of its Affiliates that is organized under the laws of a jurisdiction located in the United States of America and in the business of managing or advising clients.

Net Adjusted Tax Asset Balance. If Ford Credit's Adjusted Tax Asset Balance exceeds its Contingent Tax Liabilities, Ford shall pay Ford Credit interest on the excess at a rate equal to Ford Credit's weighted average after-tax cost of capital.