Common use of Agent as Collateral Agent Clause in Contracts

Agent as Collateral Agent. (a) Each Lender hereby authorizes Agent to (i) execute, deliver and perform as a collateral agent under this Agreement and each other Loan Document to which Agent is or is intended to be a party, (ii) exercise and enforce any and all rights, powers and remedies provided to Agent or any Lender by this Agreement and each other Loan Document to which Agent is or is intended to be a party, any Applicable Law, or any other document, instrument, or agreement, and (iii) take any other action under this Agreement and each other Loan Document to which Agent is or is intended to be a party which Agent in its sole discretion shall deem advisable and in the best interests of the Lenders. Notwithstanding the foregoing, Agent shall not commence an enforcement action except at the direction of the Required Lenders; provided that if Agent is prohibited by any court order or applicable law from commencing any enforcement action, Agent shall not be obligated to commence such enforcement action until such authority is obtained. All decisions with respect to the type of enforcement action which is to be commenced shall be made by, and all actions with respect to prosecution and settlement of such enforcement action shall require the direction of the Required Lenders, and Agent shall not be required to take any enforcement action in the absence of any such direction. Agent will use its commercially reasonable efforts to pursue diligently the prosecution of any enforcement action, which Agent is so authorized or directed to initiate pursuant to this Agreement. Agent shall make available to the Lenders copies of all notices it receives in connection with the Collateral or any enforcement action promptly upon receipt. (b) Agent may, but shall not be obligated, to take such action as it deems necessary to perfect or continue the perfection of the Liens on the Collateral held for the benefit of the Lenders. Agent shall not release any of the Collateral held for the benefit of the Lenders, or any Liens on the 71 (c) Subject to the terms of this Agreement, Agent agrees to administer and enforce this Agreement and the other Loan Documents to which it is a party and to foreclose upon, collect and dispose of the Collateral and to apply the proceeds therefrom, for the benefit of Agent, the Issuer and each Lender, as provided in this Agreement, and otherwise to perform its duties and obligations as the collateral agent hereunder in accordance with the terms hereof; provided, however, that Agent shall have no duties or responsibilities except those expressly set forth in the Loan Documents to which it is a party as Collateral Agent, and no implied covenants or obligations shall be read into any such Loan Documents against Agent. Agent will use its commercially reasonable efforts to pursue diligently the enforcement of this Agreement and the other Loan Documents, which Agent is so authorized or directed to initiate pursuant to this Agreement. (d) Notwithstanding anything contained herein to the contrary, Agent shall not be required to exercise any discretion or take any action but shall only be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, in each case, as specified therein, and such instructions shall be binding upon Agent, the Issuer and each Lender; provided, however, that the written instructions of Agent, the Issuer and each Lender shall be required where expressly provided for herein; and provided, further, that Agent shall not be required to take any action which is contrary to any provision herein or Applicable Law. (e) Agent may at any time request instructions from the Required Lenders as to a course of action to be taken by it hereunder and any of the other Loan Documents or in connection herewith and therewith or any other matters relating hereto and thereto. (f) Unless otherwise consented to in writing by Agent (acting at the direction of the Required Lenders), no Lender or Issuer, individually or together with any other Lenders or the Issuer, shall have the right, nor shall it, exercise or enforce any of the rights, powers or remedies which Agent is authorized to exercise or enforce under this Agreement or any of the other Loan Documents. (g) Notwithstanding any other provision herein, in no event shall Agent be required to foreclose on, or take possession of, the Collateral, if, in the judgment of Agent, such action would be in violation of any Applicable Law, rule or regulation pertaining thereto, or if Agent reasonably believes that such action would result in the incurrence of liability by Agent for which it is not fully indemnified by the Issuer and each Lender. (h) Neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment). 72 (i) Agent shall not be responsible to the Issuer and each Lender for (i) any recital statements, representations or warranties by Borrower or any of the Issuer and Lenders contained in this Agreement or the Loan Documents, or any certificate or other document delivered by Borrower or the Issuer and each Lender thereunder, (ii) the value, validity, effectiveness, genuineness, enforceability (other than as to Agent with respect to such documents to which Agent is a party) or sufficiency of this Agreement or any other document referred to or provided for herein or therein or of the Collateral held by Agent hereunder, (iii) the performance or observance by Borrower or any of the Issuer and Lenders of any of their respective agreements contained herein or therein, nor shall Agent be liable because of the invalidity or unenforceability of any provisions of this Agreement (other than as to itself) or (iv) the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder (except to the extent such action or omission constitutes gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable judgment, on the part of Agent), the validity of the title of Borrower to the Collateral, insuring the Collateral or the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. (j) The powers conferred on Agent under this Agreement and any of the other Loan Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody and preservation of the Collateral in its possession and the accounting for monies actually received by it, Agent shall have no other duty as to the Collateral, whether or not Agent or any of the other Lenders or the Issuer has or is deemed to have knowledge of any matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to the Collateral. Agent xxxxxx agrees to exercise reasonable care in respect of the custody and preservation of the Collateral. Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property. (k) Upon the payment in full in cash of the Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Lender-Provided Xxxxxx and Bank Product Obligations), the termination of all Commitments under this Agreement, the cash collateralization of all Letters of Credit in accordance with this Agreement (or as otherwise acceptable to the Issuer in its sole discretion), and the termination of this Agreement or as may be otherwise directed by Required Lenders (or of all Lenders if required under Section 15.2(b)) in accordance with the applicable provisions of this Agreement, all rights to the Collateral as shall not have been sold or otherwise applied, in each case, pursuant to the terms hereof, shall revert to the applicable Loan Parties, their respective successors or permitted assigns, or otherwise as a court of competent jurisdiction may direct. Upon any such termination, Agent shall, at Xxxxxxxx’s expense, execute and deliver to Borrower such documents as Borrower shall reasonably request to evidence such termination and release.

Agent as Collateral Agent. (a) Each Lender hereby authorizes Agent to (i) execute, deliver and perform as a collateral agent under this Agreement and each other Loan Document to which Agent is or is intended to be a party, (ii) exercise and enforce any and all rights, powers and remedies provided to Agent or any Lender by this Agreement and each other Loan Document to which Agent is or is intended to be a party, any Applicable Law, or any other document, instrument, or agreement, and (iii) take any other action under this Agreement and each other Loan Document to which Agent is or is intended to be a party which Agent in its sole discretion shall deem advisable and in the best interests of the Lenders. Notwithstanding the foregoing, Agent shall not commence an enforcement action except at the direction of the Required Lenders; provided that if Agent is prohibited by any court order or applicable law from commencing any enforcement action, Agent shall not be obligated to commence such enforcement action until such authority is obtained. All decisions with respect to the type of enforcement action which is to be commenced shall be made by, and all actions with respect to prosecution and settlement of such enforcement action shall require the direction of the Required Lenders, and Agent shall not be required to take any enforcement action in the absence of any such direction. Agent will use its commercially reasonable efforts to pursue diligently the prosecution of any enforcement action, which Agent is so authorized or directed to initiate pursuant to this Agreement. Agent shall make available to the Lenders copies of all notices it receives in connection with the Collateral or any enforcement action promptly upon receipt. (b) Agent may, but shall not be obligated, to take such action as it deems necessary to perfect or continue the perfection of the Liens on the Collateral held for the benefit of the Lenders. Agent shall not release any of the Collateral held for the benefit of the Lenders, or any Liens on the 71Collateral held for the benefit of the Lenders, except (i) upon the written direction of the Required Lenders (or of all Lenders if required under Section 15.2(b)), (ii) upon payment in full in cash of the Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Lender-Provided Hxxxxx and Bank Product Obligations), the termination of all Commitments under this Agreement and the cash collateralization of all Letters of Credit in accordance with this Agreement (or as otherwise acceptable to the Issuer in its sole discretion), (iii) for Collateral consisting of a debt instrument if the indebtedness evidenced thereby has been paid in full, (iv) where such release is expressly permitted under the Loan Documents to which it is a party or (v) with respect to any Receivable that is sold or pledged in connection with any Permitted Receivables Indebtedness. (c) Subject to the terms of this Agreement, Agent agrees to administer and enforce this Agreement and the other Loan Documents to which it is a party and to foreclose upon, collect and dispose of the Collateral and to apply the proceeds therefrom, for the benefit of Agent, the Issuer and each Lender, as provided in this Agreement, and otherwise to perform its duties and obligations as the collateral agent hereunder in accordance with the terms hereof; provided, however, that Agent shall have no duties or responsibilities except those expressly set forth in the Loan Documents to which it is a party as Collateral Agent, and no implied covenants or obligations shall be read into any such Loan Documents against Agent. Agent will use its commercially reasonable efforts to pursue diligently the enforcement of this Agreement and the other Loan Documents, which Agent is so authorized or directed to initiate pursuant to this Agreement. (d) Notwithstanding anything contained herein to the contrary, Agent shall not be required to exercise any discretion or take any action but shall only be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, in each case, as specified therein, and such instructions shall be binding upon Agent, the Issuer and each Lender; provided, however, that the written instructions of Agent, the Issuer and each Lender shall be required where expressly provided for herein; and provided, further, that Agent shall not be required to take any action which is contrary to any provision herein or Applicable Law. (e) Agent may at any time request instructions from the Required Lenders as to a course of action to be taken by it hereunder and any of the other Loan Documents or in connection herewith and therewith or any other matters relating hereto and thereto. (f) Unless otherwise consented to in writing by Agent (acting at the direction of the Required Lenders), no Lender or Issuer, individually or together with any other Lenders or the Issuer, shall have the right, nor shall it, exercise or enforce any of the rights, powers or remedies which Agent is authorized to exercise or enforce under this Agreement or any of the other Loan Documents. (g) Notwithstanding any other provision herein, in no event shall Agent be required to foreclose on, or take possession of, the Collateral, if, in the judgment of Agent, such action would be in violation of any Applicable Law, rule or regulation pertaining thereto, or if Agent reasonably believes that such action would result in the incurrence of liability by Agent for which it is not fully indemnified by the Issuer and each Lender. (h) Neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment). 72. (i) Agent shall not be responsible to the Issuer and each Lender for (i) any recital statements, representations or warranties by Borrower or any of the Issuer and Lenders contained in this Agreement or the Loan Documents, or any certificate or other document delivered by Borrower or the Issuer and each Lender thereunder, (ii) the value, validity, effectiveness, genuineness, enforceability (other than as to Agent with respect to such documents to which Agent is a party) or sufficiency of this Agreement or any other document referred to or provided for herein or therein or of the Collateral held by Agent hereunder, (iii) the performance or observance by Borrower or any of the Issuer and Lenders of any of their respective agreements contained herein or therein, nor shall Agent be liable because of the invalidity or unenforceability of any provisions of this Agreement (other than as to itself) or (iv) the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder (except to the extent such action or omission constitutes gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable judgment, on the part of Agent), the validity of the title of Borrower to the Collateral, insuring the Collateral or the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. (j) The powers conferred on Agent under this Agreement and any of the other Loan Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody and preservation of the Collateral in its possession and the accounting for monies actually received by it, Agent shall have no other duty as to the Collateral, whether or not Agent or any of the other Lenders or the Issuer has or is deemed to have knowledge of any matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to the Collateral. Agent xxxxxx hereby agrees to exercise reasonable care in respect of the custody and preservation of the Collateral. Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property. (k) Upon the payment in full in cash of the Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Lender-Provided Xxxxxx Hxxxxx and Bank Product Obligations), the termination of all Commitments under this Agreement, the cash collateralization of all Letters of Credit in accordance with this Agreement (or as otherwise acceptable to the Issuer in its sole discretion), and the termination of this Agreement or as may be otherwise directed by Required Lenders (or of all Lenders if required under Section 15.2(b)) in accordance with the applicable provisions of this Agreement, all rights to the Collateral as shall not have been sold or otherwise applied, in each case, pursuant to the terms hereof, shall revert to the applicable Loan Parties, their respective successors or permitted assigns, or otherwise as a court of competent jurisdiction may direct. Upon any such termination, Agent shall, at XxxxxxxxBorrower’s expense, execute and deliver to Borrower such documents as Borrower shall reasonably request to evidence such termination and release.

Agent as Collateral Agent. (a) Each Lender hereby authorizes Agent to (i) execute, deliver and perform as a collateral agent under this Agreement and each other Loan Document to which Agent is or is intended to be a party, (ii) exercise and enforce any and all rights, powers and remedies provided to Agent or any Lender by this Agreement and each other Loan Document to which Agent is or is intended to be a party, any Applicable Law, or any other document, instrument, or agreement, and (iii) take any other action under this Agreement and each other Loan Document to which Agent is or is intended to be a party which Agent in its sole discretion shall deem advisable and in the best interests of the Lenders. Notwithstanding the foregoing, Agent shall not commence an enforcement action except at the direction of the Required Lenders; provided that if Agent is prohibited by any court order or applicable law from commencing any enforcement action, Agent shall not be obligated to commence such enforcement action until such authority is obtained. All decisions with respect to the type of enforcement action which is to be commenced shall be made by, and all actions with respect to prosecution and settlement of such enforcement action shall require the direction of the Required Lenders, and Agent shall not be required to take any enforcement action in the absence of any such direction. Agent will use its commercially reasonable efforts to pursue diligently the prosecution of any enforcement action, which Agent is so authorized or directed to initiate pursuant to this Agreement. Agent shall make available to the Lenders copies of all notices it receives in connection with the Collateral or any enforcement action promptly upon receipt. (b) Agent may, but shall not be obligated, to take such action as it deems necessary to perfect or continue the perfection of the Liens on the Collateral held for the benefit of the Lenders. Agent shall not release any of the Collateral held for the benefit of the Lenders, or any Liens on the 71Collateral held for the benefit of the Lenders, except (i) upon the written direction of the Required Lenders (or of all Lenders if required under Section 15.2(b)), (ii) upon payment in full in cash of the Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Lender-Provided Xxxxxx and Bank Product Obligations), the termination of all Commitments under this Agreement and the cash collateralization of all Letters of Credit in accordance with this Agreement (or as otherwise acceptable to the Issuer in its sole discretion), (iii) for Collateral consisting of a debt instrument if the indebtedness evidenced thereby has been paid in full, (iv) where such release is expressly permitted under the Loan Documents to which it is a party, or (v) with respect to any Securitization Asset that is sold or pledged pursuant to a Permitted Securitization Financing. (c) Subject to the terms of this Agreement, Agent agrees to administer and enforce this Agreement and the other Loan Documents to which it is a party and to foreclose upon, collect and dispose of the Collateral and to apply the proceeds therefrom, for the benefit of Agent, the Issuer and each Lender, as provided in this Agreement, and otherwise to perform its duties and obligations as the collateral agent hereunder in accordance with the terms hereof; provided, however, that Agent shall have no duties or responsibilities except those expressly set forth in the Loan Documents to which it is a party as Collateral Agent, and no implied covenants or obligations shall be read into any such Loan Documents against Agent. Agent will use its commercially reasonable efforts to pursue diligently the enforcement of this Agreement and the other Loan Documents, which Agent is so authorized or directed to initiate pursuant to this Agreement. (d) Notwithstanding anything contained herein to the contrary, Agent shall not be required to exercise any discretion or take any action but shall only be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, in each case, as specified therein, and such instructions shall be binding upon Agent, the Issuer and each Lender; provided, however, that the written instructions of Agent, the Issuer and each Lender shall be required where expressly provided for herein; and provided, further, that Agent shall not be required to take any action which is contrary to any provision herein or Applicable Law. (e) Agent may at any time request instructions from the Required Lenders as to a course of action to be taken by it hereunder and any of the other Loan Documents or in connection herewith and therewith or any other matters relating hereto and thereto. (f) Unless otherwise consented to in writing by Agent (acting at the direction of the Required Lenders), no Lender or Issuer, individually or together with any other Lenders or the Issuer, shall have the right, nor shall it, exercise or enforce any of the rights, powers or remedies which Agent is authorized to exercise or enforce under this Agreement or any of the other Loan Documents. (g) Notwithstanding any other provision herein, in no event shall Agent be required to foreclose on, or take possession of, the Collateral, if, in the judgment of Agent, such action would be in violation of any Applicable Law, rule or regulation pertaining thereto, or if Agent reasonably believes that such action would result in the incurrence of liability by Agent for which it is not fully indemnified by Agent, the Issuer and each Lender. (h) Neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment). 72. (i) Agent shall not be responsible to the Issuer and each Lender for (i) any recital statements, representations or warranties by the Borrower or any of the Issuer and Lenders contained in this Agreement or the Loan Documents, or any certificate or other document delivered by the Borrower or the Issuer and each Lender thereunder, (ii) the value, validity, effectiveness, genuineness, enforceability (other than as to Agent with respect to such documents to which Agent is a party) or sufficiency of this Agreement or any other document referred to or provided for herein or therein or of the Collateral held by Agent hereunder, (iii) the performance or observance by the Borrower or any of the Issuer and Lenders of any of their respective agreements contained herein or therein, nor shall Agent be liable because of the invalidity or unenforceability of any provisions of this Agreement (other than as to itself) or (iv) the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder (except to the extent such action or omission constitutes gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable judgment, on the part of Agent), the validity of the title of the Borrower to the Collateral, insuring the Collateral or the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. (j) The powers conferred on Agent under this Agreement and any of the other Loan Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody and preservation of the Collateral in its possession and the accounting for monies actually received by it, Agent shall have no other duty as to the Collateral, whether or not Agent or any of the other Lenders or the Issuer has or is deemed to have knowledge of any matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to the Collateral. Agent xxxxxx agrees to exercise reasonable care in respect of the custody and preservation of the Collateral. Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property. (k) Upon the payment in full in cash of the Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Lender-Provided Xxxxxx and Bank Product Obligations), the termination of all Commitments under this Agreement, the cash collateralization of all Letters of Credit in accordance with this Agreement (or as otherwise acceptable to the Issuer in its sole discretion), and the termination of this Agreement or as may be otherwise directed by Required Lenders (or of all Lenders if required under Section 15.2(b)) in accordance with the applicable provisions of this Agreement, all rights to the Collateral as shall not have been sold or otherwise applied, in each case, pursuant to the terms hereof, shall revert to the applicable Loan Parties, their respective its successors or permitted assigns, or otherwise as a court of competent jurisdiction may direct. Upon any such termination, Agent shall, at Xxxxxxxx’s expense, execute and deliver to Borrower such documents as Borrower shall reasonably request to evidence such termination and release.

Agent as Collateral Agent. (a) Each Lender hereby authorizes Agent to (i) execute, deliver and perform as a collateral agent under this Agreement and each other Loan Document to which Agent is or is intended to be a party, (ii) exercise and enforce any and all rights, powers and remedies provided to Agent or any Lender by this Agreement and each other Loan Document to which Agent is or is intended to be a party, any Applicable Law, or any other document, instrument, or agreement, and (iii) take any other action under this Agreement and each other Loan Document to which Agent is or is intended to be a party which Agent in its sole discretion shall deem advisable and in the best interests of the Lenders. Notwithstanding the foregoing, Agent shall not commence an enforcement action except at the direction of the Required Lenders; provided that if Agent is prohibited by any court order or applicable law from commencing any enforcement action, Agent shall not be obligated to commence such enforcement action until such authority is obtained. All decisions with respect to the type of enforcement action which is to be commenced shall be made by, and all actions with respect to prosecution and settlement of such enforcement action shall require the direction of the Required Lenders, and Agent shall not be required to take any enforcement action in the absence of any such direction. Agent will use its commercially reasonable efforts to pursue diligently the prosecution of any enforcement action, which Agent is so authorized or directed to initiate pursuant to this Agreement. Agent shall make available to the Lenders copies of all notices it receives in connection with the Collateral or any enforcement action promptly upon receipt. (b) Agent may, but shall not be obligated, to take such action as it deems necessary to perfect or continue the perfection of the Liens on the Collateral held for the benefit of the Lenders. Agent shall not release any of the Collateral held for the benefit of the Lenders, or any Liens on the 71Collateral held for the benefit of the Lenders, except (i) upon the written direction of the Required Lenders (or of all Lenders if required under Section 15.2(b)), (ii) upon payment in full in cash of the Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Lender-Provided Xxxxxx and Bank Product Obligations), the termination of all Commitments under this Agreement and the cash collateralization of all Letters of Credit in accordance with this Agreement (or as otherwise acceptable to the Issuer in its sole discretion), (iii) for Collateral consisting of a debt instrument if the indebtedness evidenced thereby has been paid in full, (iv) where such release is expressly permitted under the Loan Documents to which it is a party, or (v) with respect to any Securitization Asset that is sold or pledged pursuant to a Permitted Securitization Financing. (c) Subject to the terms of this Agreement, Agent agrees to administer and enforce this Agreement and the other Loan Documents to which it is a party and to foreclose upon, collect and dispose of the Collateral and to apply the proceeds therefrom, for the benefit of Agent, the Issuer and each Lender, as provided in this Agreement, and otherwise to perform its duties and obligations as the collateral agent hereunder in accordance with the terms hereof; provided, however, that Agent shall have no duties or responsibilities except those expressly set forth in the Loan Documents to which it is a party as Collateral Agent, and no implied covenants or obligations shall be read into any such Loan Documents against Agent. Agent will use its commercially reasonable efforts to pursue diligently the enforcement of this Agreement and the other Loan Documents, which Agent is so authorized or directed to initiate pursuant to this Agreement. (d) Notwithstanding anything contained herein to the contrary, Agent shall not be required to exercise any discretion or take any action but shall only be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, in each case, as specified therein, and such instructions shall be binding upon Agent, the Issuer and each Lender; provided, however, that the written instructions of Agent, the Issuer and each Lender shall be required where expressly provided for herein; and provided, further, that Agent shall not be required to take any action which is contrary to any provision herein or Applicable Law. (e) Agent may at any time request instructions from the Required Lenders as to a course of action to be taken by it hereunder and any of the other Loan Documents or in connection herewith and therewith or any other matters relating hereto and thereto. (f) Unless otherwise consented to in writing by Agent (acting at the direction of the Required Lenders), no Lender or Issuer, individually or together with any other Lenders or the Issuer, shall have the right, nor shall it, exercise or enforce any of the rights, powers or remedies which Agent is authorized to exercise or enforce under this Agreement or any of the other Loan Documents. (g) Notwithstanding any other provision herein, in no event shall Agent be required to foreclose on, or take possession of, the Collateral, if, in the judgment of Agent, such action would be in violation of any Applicable Law, rule or regulation pertaining thereto, or if Agent reasonably believes that such action would result in the incurrence of liability by Agent for which it is not fully indemnified by Agent, the Issuer and each Lender. (h) Neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment). 72. (i) Agent shall not be responsible to the Issuer and each Lender for (i) any recital statements, representations or warranties by the Borrower or any of the Issuer and Lenders contained in this Agreement or the Loan Documents, or any certificate or other document delivered by the Borrower or the Issuer and each Lender thereunder, (ii) the value, validity, effectiveness, genuineness, enforceability (other than as to Agent with respect to such documents to which Agent is a party) or sufficiency of this Agreement or any other document referred to or provided for herein or therein or of the Collateral held by Agent hereunder, (iii) the performance or observance by the Borrower or any of the Issuer and Lenders of any of their respective agreements contained herein or therein, nor shall Agent be liable because of the invalidity or unenforceability of any provisions of this Agreement (other than as to itself) or (iv) the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder (except to the extent such action or omission constitutes gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable judgment, on the part of Agent), the validity of the title of the Borrower to the Collateral, insuring the Collateral or the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. (j) The powers conferred on Agent under this Agreement and any of the other Loan Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody and preservation of the Collateral in its possession and the accounting for monies actually received by it, Agent shall have no other duty as to the Collateral, whether or not Agent or any of the other Lenders or the Issuer has or is deemed to have knowledge of any matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to the Collateral. Agent xxxxxx hereby agrees to exercise reasonable care in respect of the custody and preservation of the Collateral. Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property. (k) Upon the payment in full in cash of the Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Lender-Provided Xxxxxx and Bank Product Obligations), the termination of all Commitments under this Agreement, the cash collateralization of all Letters of Credit in accordance with this Agreement (or as otherwise acceptable to the Issuer in its sole discretion), and the termination of this Agreement or as may be otherwise directed by Required Lenders (or of all Lenders if required under Section 15.2(b)) in accordance with the applicable provisions of this Agreement, all rights to the Collateral as shall not have been sold or otherwise applied, in each case, pursuant to the terms hereof, shall revert to the applicable Loan Parties, their respective its successors or permitted assigns, or otherwise as a court of competent jurisdiction may direct. Upon any such termination, Agent shall, at XxxxxxxxBorrower’s expense, execute and deliver to Borrower such documents as Borrower shall reasonably request to evidence such termination and release.

Agent as Collateral Agent. (a) Each Lender hereby authorizes Agent to (i) execute, deliver and perform as a collateral agent under this Agreement and each other Loan Document to which Agent is or is intended to be a party, (ii) exercise and enforce any and all rights, powers and remedies provided to Agent or any Lender by this Agreement and each other Loan Document to which Agent is or is intended to be a party, any Applicable Law, or any other document, instrument, or agreement, and (iii) take any other action under this Agreement and each other Loan Document to which Agent is or is intended to be a party which Agent in its sole discretion shall deem advisable and in the best interests of the Lenders. Notwithstanding the foregoing, Agent shall not commence an enforcement action except at the direction of the Required Lenders; provided that if Agent is prohibited by any court order or applicable law from commencing any enforcement action, Agent shall not be obligated to commence such enforcement action until such authority is obtained. All decisions with respect to the type of enforcement action which is to be commenced shall be made by, and all actions with respect to prosecution and settlement of such enforcement action shall require the direction of the Required Lenders, and Agent shall not be required to take any enforcement action in the absence of any such direction. Agent will use its commercially reasonable efforts to pursue diligently the prosecution of any enforcement action, which Agent is so authorized or directed to initiate pursuant to this Agreement. Agent shall make available to the Lenders copies of all notices it receives in connection with the Collateral or any enforcement action promptly upon receipt. . (b) Agent may, but shall not be obligated, to take such action as it deems necessary to perfect or continue the perfection of the Liens on the Collateral held for the benefit of the Lenders. Agent shall not release any of the Collateral held for the benefit of the Lenders, or any Liens on the 71 (c) Subject to the terms of this Agreement, Agent agrees to administer and enforce this Agreement and the other Loan Documents to which it is a party and to foreclose upon, collect and dispose of the Collateral and to apply the proceeds therefrom, for the benefit of Agent, the Issuer and each Lender, as provided in this Agreement, and otherwise to perform its duties and obligations as the collateral agent hereunder in accordance with the terms hereof; provided, however, that Agent shall have no duties or responsibilities except those expressly set forth in the Loan Documents to which it is a party as Collateral Agent, and no implied covenants or obligations shall be read into any such Loan Documents against Agent. Agent will use its commercially reasonable efforts to pursue diligently the enforcement of this Agreement and the other Loan Documents, which Agent is so authorized or directed to initiate pursuant to this Agreement. (d) Notwithstanding anything contained herein to the contrary, Agent shall not be required to exercise any discretion or take any action but shall only be required to act or refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders, in each case, as specified therein, and such instructions shall be binding upon Agent, the Issuer and each Lender; provided, however, that the written instructions of Agent, the Issuer and each Lender shall be required where expressly provided for herein; and provided, further, that Agent shall not be required to take any action which is contrary to any provision herein or Applicable Law. (e) Agent may at any time request instructions from the Required Lenders as to a course of action to be taken by it hereunder and any of the other Loan Documents or in connection herewith and therewith or any other matters relating hereto and thereto. (f) Unless otherwise consented to in writing by Agent (acting at the direction of the Required Lenders), no Lender or Issuer, individually or together with any other Lenders or the Issuer, shall have the right, nor shall it, exercise or enforce any of the rights, powers or remedies which Agent is authorized to exercise or enforce under this Agreement or any of the other Loan Documents. (g) Notwithstanding any other provision herein, in no event shall Agent be required to foreclose on, or take possession of, the Collateral, if, in the judgment of Agent, such action would be in violation of any Applicable Law, rule or regulation pertaining thereto, or if Agent reasonably believes that such action would result in the incurrence of liability by Agent for which it is not fully indemnified by the Issuer and each Lender. (h) Neither Agent nor any of its directors, officers, employees or agents shall be liable or responsible for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable judgment). 72 (i) Agent shall not be responsible to the Issuer and each Lender for (i) any recital statements, representations or warranties by Borrower or any of the Issuer and Lenders contained in this Agreement or the Loan Documents, or any certificate or other document delivered by Borrower or the Issuer and each Lender thereunder, (ii) the value, validity, effectiveness, genuineness, enforceability (other than as to Agent with respect to such documents to which Agent is a party) or sufficiency of this Agreement or any other document referred to or provided for herein or therein or of the Collateral held by Agent hereunder, (iii) the performance or observance by Borrower or any of the Issuer and Lenders of any of their respective agreements contained herein or therein, nor shall Agent be liable because of the invalidity or unenforceability of any provisions of this Agreement (other than as to itself) or (iv) the validity, perfection, priority or enforceability of the Liens in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder (except to the extent such action or omission constitutes gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable judgment, on the part of Agent), the validity of the title of Borrower to the Collateral, insuring the Collateral or the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. (j) The powers conferred on Agent under this Agreement and any of the other Loan Documents are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody and preservation of the Collateral in its possession and the accounting for monies actually received by it, Agent shall have no other duty as to the Collateral, whether or not Agent or any of the other Lenders or the Issuer has or is deemed to have knowledge of any matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to the Collateral. Agent xxxxxx agrees to exercise reasonable care in respect of the custody and preservation of the Collateral. Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property. (k) Upon the payment in full in cash of the Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted and (B) obligations and liabilities under Lender-Provided Xxxxxx and Bank Product Obligations), the termination of all Commitments under this Agreement, the cash collateralization of all Letters of Credit in accordance with this Agreement (or as otherwise acceptable to the Issuer in its sole discretion), and the termination of this Agreement or as may be otherwise directed by Required Lenders (or of all Lenders if required under Section 15.2(b)) in accordance with the applicable provisions of this Agreement, all rights to the Collateral as shall not have been sold or otherwise applied, in each case, pursuant to the terms hereof, shall revert to the applicable Loan Parties, their respective successors or permitted assigns, or otherwise as a court of competent jurisdiction may direct. Upon any such termination, Agent shall, at Xxxxxxxx’s expense, execute and deliver to Borrower such documents as Borrower shall reasonably request to evidence such termination and release.