Common use of Actions under Collateral Documents Clause in Contracts

Actions under Collateral Documents. The Collateral Agent hereby irrevocably undertakes and agrees, on the terms and conditions set forth in this Agreement, to act as agent for the benefit exclusively of the present and future Noteholders, Term Lenders, Swap Creditors and any other holders from time to time of the Finance Obligations and in such capacity to accept, hold, administer and enforce all collateral security at any time delivered to it by any Loan Party as security for the Finance Obligations and all rights, interests and powers at any time granted or enforceable in respect of such collateral security under the Collateral Documents listed on Schedule 2.02 and, subject to Section 7.01(b), all other Collateral Documents, or applicable law. Without limiting the generality of the foregoing, the Collateral Agent agrees that it will, as agent for the benefit exclusively of the present and future Noteholders, Term Lenders, Swap Creditors and the other holders from time to time of the Finance Obligations, but subject to the terms and conditions hereof: (i) enter into the Collateral Documents, receive, hold, administer and enforce the security interests granted to it thereunder, perform its obligations thereunder and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it thereunder or pursuant thereto or in connection therewith; (ii) comply with the obligations of the “Term Loan Agent” under the Intercreditor Agreement; (iii) take all lawful and commercially reasonable actions that it may deem necessary or advisable to protect or preserve its interest in the Collateral; (iv) establish the Cash Proceeds Account, the Reinvestment Funds Account and the Prepayment Account as contemplated by the Security Agreement, and maintain sole dominion and control over such accounts and all deposits therein and investments thereof; (v) deliver and receive notices pursuant to the Collateral Documents and the Intercreditor Agreement; (vi) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral and its other interests, rights, powers and remedies; (vii) remit to the Trustee, any Term Loan Agent and one or more Swap Representative as required by Section 4.07 all cash proceeds received by the Collateral Agent from the collection, foreclosure or enforcement of its interest in the Collateral or any of its other interests, rights, powers or remedies; (viii) subject to Section 3.02 and Section 7.01(b), amend the Collateral Documents as from time to time authorized and directed by the Directing Creditors, and amend the Collateral Documents as required by Section 3.02(d); and (ix) release any Lien granted to it by any Collateral Document upon any Collateral if and as required by Section 2.04 and Section 5.01. The Collateral Agent is irrevocably authorized and empowered to enter into and perform its obligations under, and to protect, perfect, exercise and enforce its interest, rights, powers and remedies, in each case under and pursuant to the Collateral Documents and applicable law and to act as set forth in this Article II or as requested in any lawful directions given to it from time to time in respect of any matter by the Directing Creditors. The Loan Parties acknowledge and consent to the undertakings of the Collateral Agent set forth in this Article II, and agree to each of the other provisions of this Agreement applicable to them.

Actions under Collateral Documents. The Collateral Agent hereby irrevocably undertakes and agrees, on the terms and conditions set forth in this Agreement, to act as agent for the benefit exclusively of the present and future Noteholders, Term LendersAdditional Senior Secured Debt Holders, Swap Creditors and any other holders from time to time of the Finance Obligations and in such capacity to accept, hold, administer and enforce all collateral security at any time delivered to it by any Loan Party as security for the Finance Obligations and all rights, interests and powers at any time granted or enforceable in respect of such collateral security under the Collateral Documents listed on Schedule 2.02 and, subject to Section 7.01(b), all other Collateral Documents, or applicable law. Without limiting the generality of the foregoing, the Collateral Agent agrees that it will, as agent for the benefit exclusively of the present and future Noteholders, Term LendersAdditional Senior Secured Debt Holders, Swap Creditors and the other holders from time to time of the Finance Obligations, but subject to the terms and conditions hereof: (i) enter into the Collateral Documents, receive, hold, administer and enforce the security interests granted to it thereunder, perform its obligations thereunder and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it thereunder or pursuant thereto or in connection therewith; (ii) comply with the obligations of the “Term Loan Agent” Collateral Agent as the Notes Collateral Agent under the Intercreditor Agreement;Agreement (as defined therein), (iii) take all lawful and commercially reasonable actions that it may deem necessary or advisable to protect or preserve its interest in the Collateral; (iv) establish comply with all provisions of the Cash Proceeds Account, the Reinvestment Funds Account and the Prepayment Account as contemplated by the Security Agreement, and maintain sole dominion and control over such accounts and all deposits therein and investments thereofCollateral Documents; (v) deliver and receive notices pursuant to the Collateral Documents and the Intercreditor this Agreement; (vi) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral and its other interests, rights, powers and remedies; (vii) remit to the Trustee, any Term Loan Agent Additional Senior Secured Debt Representative and one or more the Swap Representative as required by Section 4.07 4.05 all cash proceeds received by the Collateral Agent from the collection, foreclosure or enforcement of its interest in the Collateral or any of its other interests, rights, powers or remedies; (viii) subject to Section 3.02 and Section 7.01(b), amend the Collateral Documents as from time to time authorized and directed by the Directing Creditors, and amend the Collateral Documents as required by Section 3.02(d); and (ix) release any Lien granted to it by any Collateral Document upon any Collateral if and as required by Section 2.04 and Section 5.01. The Collateral Agent is irrevocably authorized and empowered to enter into and perform its obligations under, and to protect, perfect, exercise and enforce its interest, rights, powers and remedies, in each case under and pursuant to to, the Collateral Documents and applicable law and to act as set forth in this Article II or as requested in any lawful directions given to it from time to time in respect of any matter by the Directing Creditors. The Loan Parties acknowledge and consent to the undertakings of the Collateral Agent set forth in this Article II, and agree to each of the other provisions of this Agreement applicable to them.

Actions under Collateral Documents. The Collateral Agent hereby irrevocably undertakes and agrees, on the terms and conditions set forth in this Agreement, to act as agent for the benefit exclusively of the present and future Noteholders, Term Lenders, Swap Creditors Noteholders and any other holders from time to time of the Finance Note Obligations and in such capacity to accept, hold, administer and enforce all collateral security at any time delivered to it by any Loan Party as security for the Finance Note Obligations and all rights, interests and powers at any time granted or enforceable in respect of such collateral security under the Collateral Documents listed on Schedule 2.02 and, subject to Section 7.01(b), all other Collateral Documents, or applicable law. Without limiting the generality of the foregoing, the Collateral Agent agrees that it will, as agent for the benefit exclusively of the present and future Noteholders, Term Lenders, Swap Creditors Noteholders and the other holders from time to time of the Finance Note Obligations, but subject to the terms and conditions hereof: (i) enter into the Collateral Documents, receive, hold, administer and enforce the security interests granted to it thereunder, perform its obligations thereunder and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it thereunder or pursuant thereto or in connection therewith; (ii) comply with the obligations of the “Term Loan Agent” under the Intercreditor Agreement; (iii) take all lawful and commercially reasonable actions that it may deem necessary or advisable to protect or preserve its interest in the Collateral; (iviii) establish the Cash Proceeds Account, the Reinvestment Funds Account and the Prepayment Account as contemplated by the Security Agreement, and maintain sole dominion and control over such accounts and all deposits therein and investments thereofthe Collateral Accounts, if any, established by any of the Loan Parties, pursuant to the Account Control Agreements related thereto; (viv) deliver and receive notices pursuant to the Collateral Documents and the Intercreditor AgreementDocuments; (viv) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and an insurance beneficiary or a loss payee) with respect to the Collateral and its other interests, rights, powers and remedies; (viivi) remit to the Trustee, any Term Loan Agent and one or more Swap Representative as required by Section 4.07 all cash proceeds received by the Collateral Agent from the collection, foreclosure or enforcement of its interest in the Collateral or any of its other interests, rights, powers or remedies; (viiivii) subject to Section 3.02 and Section 7.01(b), amend the Collateral Documents as from time to time authorized and directed by the Directing CreditorsNoteholders, and amend the Collateral Documents as required by Section 3.02(d); and (ixviii) release any Lien granted to it by any Collateral Document upon any Collateral if and as required by Section 2.04 and Section 5.01. The Collateral Agent is irrevocably authorized and empowered to enter into and perform its obligations under, and to protect, perfect, exercise and enforce its interest, rights, powers and remedies, in each case under and pursuant to the Collateral Documents and applicable law and to act as set forth in this Article II or as requested in any lawful directions given to it from time to time in respect of any matter by the Directing CreditorsNoteholders. The Loan Parties acknowledge and consent to the undertakings of the Collateral Agent set forth in this Article II, and agree to each of the other provisions of this Agreement applicable to them.

Actions under Collateral Documents. The Collateral Agent hereby irrevocably undertakes and agrees, solely on the terms and conditions expressly set forth in this Agreement, to act as agent for the benefit exclusively of the present and future Noteholders, Term Lenders, Swap Creditors Additional Senior Secured Debt Holders and any other holders from time to time of the Finance Obligations Obligations, and in such capacity to accept, hold, administer and enforce all collateral security at any time delivered to it by any Loan Note Party as security for the Finance Obligations and all rights, interests and powers at any time granted or enforceable in respect of such collateral security under the Collateral Documents listed on Schedule 2.02 and, subject to Section 7.01(b), all other Collateral Documents, or applicable law. Without limiting the generality of the foregoing, the Collateral Agent agrees that it will, as agent for the benefit exclusively of the present and future Noteholders, Term LendersAdditional Senior Secured Debt Holders, Swap Creditors and the other holders from time to time of the Finance Obligations including holders of the Tranche 2 Sub-Facility Obligations, but subject to the terms and conditions hereof: (i) to enter into the Collateral Documents, receive, hold, administer and upon receipt of written direction from the Directing Creditors, enforce the security interests granted to it thereunder, perform its obligations thereunder and upon receipt of written direction from the Directing Creditors, protect, exercise and enforce the interests, rights, powers and remedies granted or available to it thereunder or pursuant thereto or in connection therewith; (ii) to comply with the obligations of the “Term Loan Agent” Collateral Agent as the Notes Collateral Agent under the Intercreditor Agreement;Agreement (as defined therein), (iii) take to take, upon receipt of written direction from the Directing Creditors, all lawful and commercially reasonable actions that it may deem necessary or advisable be directed to take to protect or preserve its interest in the Collateral; (iv) establish to comply with all provisions of the Cash Proceeds Account, the Reinvestment Funds Account and the Prepayment Account as contemplated by the Security Agreement, and maintain sole dominion and control over such accounts and all deposits therein and investments thereofCollateral Documents; (v) to deliver and receive notices pursuant to the Collateral Documents and the Intercreditor this Agreement; (vi) to sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce enforce, in each case upon receipt of written direction from the Directing Creditors, the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral and its other interests, rights, powers and remedies; (vii) to remit to the Trustee, the Tranche 2 Representative and any Term Loan Agent and one or more Swap Additional Senior Secured Debt Representative as required by Section 4.07 4.05 all cash proceeds received by the Collateral Agent from the collection, foreclosure or enforcement of its interest in the Collateral or any of its other interests, rights, powers or remedies; (viii) subject to Section 3.02 and Section 7.01(b), to amend the Collateral Documents as from time to time authorized and directed by the Directing Creditors, and amend the Collateral Documents as required by Section 3.02(d); and (ix) to release any Lien granted to it by any Collateral Document upon any Collateral if and as required by Section 2.04 and Section 5.01. The Collateral Agent is irrevocably authorized and empowered to enter into and perform its obligations under, and to protect, perfect, exercise and enforce its interest, rights, powers and remedies, in each case under and pursuant to to, the Collateral Documents and applicable law and to act as set forth in this Article II or as requested in any lawful directions given to it from time to time in respect of any matter by the Directing Creditors. Notwithstanding anything to the contrary set forth herein, however, the Collateral Agent’s duties, obligations, rights and liabilities under this Agreement shall be subject to the terms and provisions of Section 10.11 of the Indenture and Article VII hereof. The Loan Note Parties acknowledge and consent to the undertakings of the Collateral Agent set forth in this Article II, and agree to each of the other provisions of this Agreement applicable to them.

Actions under Collateral Documents. The Collateral Agent hereby irrevocably undertakes and agrees, on the terms and conditions set forth in this Agreement, to act as agent for the benefit exclusively of the present and future Bridge Lenders, Noteholders, Term LendersAdditional Secured Debt Holders, Swap Creditors and any other holders from time to time of the Finance Obligations and in such capacity to accept, hold, administer and enforce all collateral security at any time delivered to it by any Loan Party as security for the Finance Obligations and all rights, interests and powers at any time granted or enforceable in respect of such collateral security under the Collateral Documents listed on Schedule 2.02 and, subject to Section 7.01(b), all other Collateral Documents, or applicable law. Without limiting the generality of the foregoing, the Collateral Agent agrees that it will, as agent for the benefit exclusively of the present and future Bridge Lenders, Noteholders, Term Lenders, Swap Creditors and the other holders from time to time of the Finance Obligations, but subject to the terms and conditions hereof: (i) enter into the Collateral Documents, receive, hold, administer and enforce the security interests granted to it thereunder, perform its obligations thereunder and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it thereunder or pursuant thereto or in connection therewith; (ii) comply with the obligations of the “Collateral Agent as the Term Loan Agent” Debt Collateral Agent under the Intercreditor Agreement;Agreement (as defined therein), (iii) take all lawful and commercially reasonable actions that it may deem necessary or advisable to protect or preserve its interest in the Collateral; (iv) establish comply with all provisions of the Cash Proceeds Account, the Reinvestment Funds Account and the Prepayment Account as contemplated by the Security Agreement, and maintain sole dominion and control over such accounts and all deposits therein and investments thereofCollateral Documents; (v) deliver and receive notices pursuant to the Collateral Documents and the Intercreditor this Agreement; (vi) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral and its other interests, rights, powers and remedies; (vii) remit to the Bridge Loan Agent, the Trustee, any Term Loan Agent Additional Secured Debt Representative and one or more the Swap Representative as required by Section 4.07 all cash proceeds received by the Collateral Agent from the collection, foreclosure or enforcement of its interest in the Collateral or any of its other interests, rights, powers or remedies; (viii) subject to Section 3.02 and Section 7.01(b), amend the Collateral Documents as from time to time authorized and directed by the Directing Creditors, and amend the Collateral Documents as required by Section 3.02(d); and (ix) release any Lien granted to it by any Collateral Document upon any Collateral if and as required by Section 2.04 and Section 5.01. The Collateral Agent is irrevocably authorized and empowered to enter into and perform its obligations under, and to protect, perfect, exercise and enforce its interest, rights, powers and remedies, in each case under and pursuant to the Collateral Documents and applicable law and to act as set forth in this Article II or as requested in any lawful directions given to it from time to time in respect of any matter by the Directing Creditors. The Loan Parties acknowledge and consent to the undertakings of the Collateral Agent set forth in this Article II, and agree to each of the other provisions of this Agreement applicable to them.