Additional Provisions Applicable to Backup Collateral Manager Clause Samples
Additional Provisions Applicable to Backup Collateral Manager. Notwithstanding anything to the contrary in this Agreement, in the event that the Backup Collateral Manager becomes the Successor Collateral Manager pursuant to Section 11.09, the following provisions shall be deemed applicable to the Backup Collateral Manager as Successor Collateral Manager:
(a) The Backup Collateral Manager’s duties as successor Collateral Manager pursuant to Section 11.02(a)(viii) shall be limited solely to maintaining the perfection of liens on the Collateral in favor of the Administrative Agent on behalf of the Secured Parties by preparing and filing or recording continuation statements and other documents or instruments as directed by the Administrative Agent;
(b) the Backup Collateral Manager shall not be required to deliver the agreed-upon procedures report pursuant to Section 8.08 unless the costs and expenses of the Backup Collateral Manager in obtaining such report shall be paid by the Borrower in accordance with the Priority of Payments (which the Borrower hereby agrees to pay) or by one or more Agents or Lenders in its or their sole discretion;
(c) the Backup Collateral Manager as Successor Collateral Manager shall be entitled to receive at least five (5) Business Days’ written notice prior to any inspection of its premises pursuant to Section 5.03(c), and such visits will occur no more than twice per year so long as the Backup Collateral Manager is not in default as Successor Collateral Manager;
(d) In the event that the Backup Collateral Manager merges into another Person or conveys or transfers its assets to a third party and the surviving entity assumes the duties of the Backup Collateral Manager hereunder, this Agreement shall remain in force, and the terms hereof shall govern the relationship between the Borrower and the successor to the Backup Collateral Manager; and
(e) The indemnification obligations of the Backup Collateral Manager upon becoming Successor Collateral Manager hereunder are expressly limited to those instances of willful misconduct, gross negligence or bad faith of the Backup Collateral Manager as Successor Collateral Manager.
(f) With respect to Foreign Loans, the Backup Collateral Manager acting as Successor Collateral Manager shall only be responsible for invoicing and acting as a system of record and shall not be responsible for exercising the Borrower’s rights and remedies with respect to such Foreign Loans. In the event that the Backup Collateral Manager becomes the Successor Collateral Manager, t...
Additional Provisions Applicable to Backup Collateral Manager. Notwithstanding anything to the contrary in this Agreement, in the event that the Backup Collateral Manager becomes the successor Collateral Manager pursuant to Section 7.12, the following provisions shall be deemed applicable to the Backup Collateral Manager as successor Collateral Manager:
Additional Provisions Applicable to Backup Collateral Manager. 176177 EXHIBIT A Form of Note EXHIBIT B Audit Standards EXHIBIT C-1 Form of Advance Request EXHIBIT C-2 Form of Reinvestment Request EXHIBIT C-3 Form of Electronic Asset Approval Request EXHIBIT C-4 Form of Prepayment Notice EXHIBIT C-5 Form of Electronic Asset Approval Notice EXHIBIT D Form of Monthly Report EXHIBIT E Form of Custodian Certification EXHIBIT F-1 Request for Release EXHIBIT F-2 Request for Release and Receipt EXHIBIT F-3 Request for Release of Request for Release and Receipt EXHIBIT G-1 U.S. Tax Compliance Certificate (Foreign Lender - non-Partnerships) EXHIBIT G-2 U.S. Tax Compliance Certificate (Foreign Participant - non-Partnerships) EXHIBIT G-3 U.S. Tax Compliance Certificate (Foreign Participants - Partnerships) EXHIBIT G-4 U.S. Tax Compliance Certificate (Foreign Lenders - Partnerships) EXHIBIT H Form of Collateral Manager’s Acknowledgement EXHIBIT I Required Contract Files EXHIBIT J Credit and Collection Policy EXHIBIT K Form of Borrowing Base Certificate EXHIBIT L Form of Joinder Agreement EXHIBIT M PitchBook Industry Codes SCHEDULE 8.1 Lockbox Accounts/Accounts ANNEX A Notice Information ANNEX B Commitments