Common use of Agents under Collateral Documents Clause in Contracts

Agents under Collateral Documents. Each Secured Party hereby further authorizes the Collateral Agent on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of Secured Parties with respect to the Collateral and the Collateral Documents. Subject to Section 11.5, without further written consent or authorization from any Secured Party, the Administrative Agent and/or the Collateral Agent (at the direction of the Administrative Agent) is authorized to and shall execute any documents or instruments requested by either (1) the Borrower (and at the cost and expense of the Borrower) in connection with an Acquisition or Disposition of assets permitted by this Agreement and the release of any Lien encumbering any item of Collateral that is the subject of such Disposition or (2) or otherwise consented to by the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agents shall believe in good faith shall be necessary, to give such request or direction hereunder) in connection with any other Disposition of assets in accordance with this Agreement; provided that, in the case of clause (1), the Borrower shall deliver a certificate signed by an Authorized Officer of the Borrower to the Administrative Agent and the Collateral Agent stating that such Acquisition or Disposition of assets is permitted by this Agreement and the Transaction Documents and that the release of the Lien on such Collateral is authorized by the Transaction Documents (which certificate shall be deemed to have been provided upon the delivery by the Borrower (or the Investment Manager on its behalf) of a Borrower Order in respect of such Acquisition or Disposition), and in the case of clause (2), the Borrower shall deliver a certificate signed by an Authorized Officer of the Borrower to the Administrative Agent and the Collateral Agent stating that such consent of the Requisite Lenders has been received. The Collateral Agent shall have no obligation to review or verify whether the Borrower or the Investment Manager on its behalf has obtained and delivered (or made available to the Transaction Data Room) the necessary Diligence Information and other Custody Documents required for purchases of Collateral Obligations hereunder, and the Collateral Agent shall have no obligation to maintain the Transaction Data Room on behalf of the Borrower.

Agents under Collateral Documents. Each Secured Party hereby further authorizes the Collateral Agent on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of Secured Parties with respect to the Collateral and the Collateral Documents. Subject to Section 11.5, without further written consent or authorization from any Secured Party, the Administrative Agent and/or the Collateral Agent (at the direction of the Administrative Agent) is authorized to and shall execute any documents or instruments requested by either (1) the Borrower (and at the cost and expense of the Borrower) in connection with an Acquisition or Disposition of assets permitted by this Agreement and the release of any Lien encumbering any item of Collateral that is the subject of such Disposition or (2) or otherwise consented to by the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agents shall believe in good faith shall be necessary, to give such request or direction hereunder) in connection with any other Disposition of assets in accordance with this Agreement; provided that, in the case of clause (1), the Borrower shall deliver a certificate signed by an Authorized Officer of the Borrower to the Administrative Agent and the Collateral Agent stating that such Acquisition or Disposition of assets is permitted by this Agreement and the Transaction Documents and that the release of the Lien on such Collateral is authorized by the Transaction Documents (which certificate shall be deemed to have been provided upon the delivery by the Borrower (or the Investment Manager Services Provider on its behalf) of a Borrower Order in respect of such Acquisition or Disposition), and in the case of clause (2), the Borrower shall deliver a certificate signed by an Authorized Officer Officers of the Borrower to the Administrative Agent and the Collateral Agent stating that such consent of the Requisite Lenders has been received. The Collateral Agent shall have no obligation to review or verify whether the Borrower or the Investment Manager Services Provider on its behalf has obtained and delivered (or made available to the Transaction Data Room) the necessary Diligence Information and other Custody Documents required for purchases of Collateral Obligations hereunder, and the Collateral Agent shall have no obligation to maintain the Transaction Data Room on behalf of the Borrower.

Agents under Collateral Documents. Each Secured Party hereby further authorizes the Collateral Administrative Agent on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of Secured Parties with respect to the Collateral and the Collateral Documents; provided that the Administrative Agent shall not owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or (except with respect to the application of proceeds of Collateral pursuant to Section 10.2) any other obligation whatsoever to any holder of Secured Cash Management Obligations or Secured Swap Obligations. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, as applicable, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral. Subject to Section 11.512.1, without further written consent or authorization from any Secured Party, the Administrative Agent and/or the Collateral Agent (at the direction of the Administrative Agent) is authorized to and shall may execute any documents or instruments requested by either necessary to (1a) the Borrower (and at the cost and expense of the Borrower) in connection with an Acquisition or Disposition of assets permitted by this Agreement and the release of any Lien encumbering on any item of Collateral property granted to or held by the Administrative Agent (or any sub-agent thereof), under any Loan Document upon Payment in Full or (ii) that is the subject Disposed of such Disposition as part of or (2) or otherwise consented to by the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agents shall believe in good faith shall be necessary, to give such request or direction hereunder) in connection with any other Disposition of assets permitted hereunder to a Person that is not the Borrower or a Guarantor, (iii) as to the extent otherwise provided in the Collateral Documents or (iv) if approved, authorized or ratified in writing in accordance with this AgreementSection 12.1; provided that(b) release any Guarantor from its Guarantee Obligations in respect of the Obligations under the Loan Documents if such Person ceases to be a Subsidiary (or becomes an Excluded Subsidiary) as a result of a transaction permitted hereunder. The execution and delivery of any such documents shall be without recourse to, in the case of clause (1)or representation or warranty by, the Borrower shall deliver a certificate signed Administrative Agent. Upon request by an Authorized Officer of the Borrower to the Administrative Agent at any time, the Required Lenders will confirm in writing the Administrative Agent’s authority to release its interest in particular types or items of property, or to release any Guarantor from its Guarantee Obligations in respect of the Obligations under the Loan Documents pursuant to this Section 11.12. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, and each Secured Party hereby agree that (i) except with respect to the set off rights of any Lender set forth in Section 12.7 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee Obligations, it being understood and agreed that all powers, rights, and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties, in accordance with the terms hereof and thereof and all powers, rights, and remedies under the Collateral Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent stating on behalf of the Secured Parties at such sale or other disposition. In furtherance of the foregoing and not in limitation thereof, no Specified Cash Management Agreement or Specified Swap Agreement will create (or be deemed to create) in favor of any Secured Party that such Acquisition is a party thereto any rights in connection with the management or Disposition release of assets is permitted by any Collateral or of the obligations of any Loan Party under this Agreement and or any other Loan Document. By accepting the Transaction Documents and that the release benefits of the Lien on Collateral, each Secured Party that is a party to any such Collateral is authorized by the Transaction Documents (which certificate Specified Cash Management Agreement or Specified Swap Agreement shall be deemed to have been provided upon appointed the delivery Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Borrower (Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. No Secured Party that is a party to any such Specified Cash Management Agreement or Specified Swap Agreement that obtains the Investment Manager on its behalf) benefits of a Borrower Order any Guarantee Obligation or any Collateral by virtue of the provisions hereof or of any other Loan Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender or Agent and, in such Acquisition or Disposition)case, and only to the extent expressly provided in the case of clause (2), the Borrower shall deliver a certificate signed by an Authorized Officer of the Borrower to the Administrative Agent and the Collateral Agent stating that such consent of the Requisite Lenders has been received. The Collateral Agent shall have no obligation to review or verify whether the Borrower or the Investment Manager on its behalf has obtained and delivered (or made available to the Transaction Data Room) the necessary Diligence Information and other Custody Documents required for purchases of Collateral Obligations hereunder, and the Collateral Agent shall have no obligation to maintain the Transaction Data Room on behalf of the BorrowerLoan Documents.

Agents under Collateral Documents. Each Secured Party hereby further authorizes the Collateral Administrative Agent on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of Secured Parties with respect to the Collateral and the Collateral Documents; provided that the Administrative Agent shall not owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or (except with respect to the application of proceeds of Collateral pursuant to Section 4.02 of the Guarantee and Collateral Agreement) any other obligation whatsoever to any holder of Secured Cash Management Obligations or Secured Swap Obligations. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, as applicable, or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral. Subject to Section 11.512.1, without further written consent or authorization from any Secured Party, the Administrative Agent and/or the Collateral Agent (at the direction of the Administrative Agent) is authorized to and shall may execute any documents or instruments requested necessary to (a) release any Lien on any property granted to or held by either the Administrative Agent (1or any sub-agent thereof), under any Loan Document ( i) when the Borrower Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under this Agreement or any other Loan Document shall have been paid in full (other than contingent amounts not yet due) and all Letters of Credit shall have expired or been terminated or Cash Collateralized (at the cost and expense 102% of the Borrowerface amount thereof) in connection with an Acquisition and all Unpaid Drawings shall have been reimbursed or Disposition of assets permitted by this Agreement and the release of any Lien encumbering any item of Collateral (ii) that is the subject Disposed of such Disposition as part of or (2) or otherwise consented to by the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agents shall believe in good faith shall be necessary, to give such request or direction hereunder) in connection with any other Disposition of assets permitted hereunder to a Person that is not the Borrower or a Guarantor, (iii) as to the extent otherwise provided in the Collateral Documents or (iv) if approved, authorized or ratified in writing in accordance with this AgreementSection 12.1; provided that, (b) release any Guarantor from its Guarantee Obligations in the case of clause (1), the Borrower shall deliver a certificate signed by an Authorized Officer respect of the Borrower Obligations under the Loan Documents if such Person ceases to be a Subsidiary (or becomes an Excluded Subsidiary) as a result of a transaction permitted hereunder; or (c) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement. Anything contained in any of the Loan Documents to the contrary notwithstanding, the Borrower, the Administrative Agent, and each Secured Party hereby agree that (i) except with respect to the set off rights of any Lender set forth in Section 12.7 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee Obligations, it being understood and agreed that all powers, rights, and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties, in accordance with the terms hereof and thereof and all powers, rights, and remedies under the Collateral Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent stating on behalf of the Secured Parties at such sale or other disposition. In furtherance of the foregoing and not in limitation thereof, no Specified Cash Management Agreement or Specified Swap Agreement will create (or be deemed to create) in favor of any Secured Party that such Acquisition is a party thereto any rights in connection with the management or Disposition release of assets is permitted by any Collateral or of the obligations of any Loan Party under this Agreement and or any other Loan Document. By accepting the Transaction Documents and that the release benefits of the Lien on Collateral, each Secured Party that is a party to any such Collateral is authorized by the Transaction Documents (which certificate Specified Cash Management Agreement or Specified Swap Agreement shall be deemed to have been provided upon appointed the delivery Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Borrower (Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. No Secured Party that is a party to any such Specified Cash Management Agreement or Specified Swap Agreement that obtains the Investment Manager on its behalf) benefits of a Borrower Order any Guarantee Obligation or any Collateral by virtue of the provisions hereof or of any other Loan Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender or Agent and, in such Acquisition or Disposition)case, and only to the extent expressly provided in the case of clause (2), the Borrower shall deliver a certificate signed by an Authorized Officer of the Borrower to the Administrative Agent and the Collateral Agent stating that such consent of the Requisite Lenders has been received. The Collateral Agent shall have no obligation to review or verify whether the Borrower or the Investment Manager on its behalf has obtained and delivered (or made available to the Transaction Data Room) the necessary Diligence Information and other Custody Documents required for purchases of Collateral Obligations hereunder, and the Collateral Agent shall have no obligation to maintain the Transaction Data Room on behalf of the BorrowerLoan Documents.

Agents under Collateral Documents. Each Secured Party hereby further authorizes the Collateral Agent on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of Secured Parties with respect to the Collateral and the Collateral Documents. Subject to Section 11.5, without further written consent or authorization from f rom any Secured Party, the Administrative Agent and/or the Collateral Agent (at the direction of the Administrative Agent) is authorized to and shall execute any documents or instruments requested by either (1) the Borrower (and at the cost and expense of the Borrower) in connection with an Acquisition or Disposition of assets permitted by this Agreement and the release of any Lien encumbering any item of Collateral that is the subject of such Disposition or (2) or otherwise consented to by the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agents shall believe in good faith shall be necessary, to give such request or direction hereunder) in connection with any other Disposition of assets in accordance with this Agreement; provided that, in the case of clause (1), the Borrower shall deliver a certificate signed by an Authorized Officer of the Borrower to the Administrative Agent and the Collateral Agent stating that such Acquisition or Disposition of assets is permitted by this Agreement and the Transaction Documents and that the release of the Lien on such Collateral is authorized by the Transaction Documents (which certificate shall be deemed to have been provided upon the delivery by the Borrower (or the Investment Collateral Manager on its behalf) of a Borrower Order in respect of such Acquisition or Disposition), and in the case of clause (2), the Borrower shall deliver a certificate certif icate signed by an Authorized Officer of the Borrower to the Administrative Agent and the Collateral Agent stating that such consent of the Requisite Lenders has been received. The Collateral Agent shall have no obligation to review or verify whether the Borrower or the Investment Collateral Manager on its behalf has obtained and delivered (or made available to the Transaction Data Room) the necessary Diligence Information and other Custody Documents required for purchases of Collateral Obligations hereunder, and the Collateral Agent shall have no obligation to maintain the Transaction Data Room on behalf of the Borrower.

Agents under Collateral Documents. Each Secured Party hereby further authorizes the Collateral Administrative Agent on behalf of and for the benefit of the Secured Parties, to be the agent for and representative of Secured Parties with respect to the Collateral and the Collateral Documents; provided that the Administrative Agent shall not owe any fiduciary duty, duty of loyalty, duty of care, duty of disclosure or any other obligation whatsoever to any holder of Secured Cash Management Obligations or Secured Swap Obligations. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative Agent’s Lien thereon, as applicable, or any certificate prepared by Holdings or any Loan Party in connection therewith, nor shall the Administrative Agent be responsible or liable to any Secured Party for any failure to monitor or maintain any portion of the Collateral. Subject to Section 11.512.1, without further written consent or authorization from any Secured Party, the Administrative Agent and/or the Collateral Agent (at the direction of the Administrative Agent) is authorized to and shall may execute any documents or instruments requested necessary to (a) release any Lien on any property granted to or held by either the Administrative Agent (1or any sub-agent thereof), under any Loan Document (i) when the Borrower Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable under this Agreement or any other Loan Document shall have been paid in full (other than contingent amounts not yet due) and all Letters of Credit shall have expired or been terminated or Cash Collateralized (at the cost and expense 102% of the Borrowerface amount thereof) in connection with an Acquisition or Disposition of assets permitted by this Agreement and the release of any Lien encumbering any item of Collateral all Unpaid Drawings shall have been reimbursed, (ii) that is the subject Disposed of such Disposition as part of or (2) or otherwise consented to by the Requisite Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Agents shall believe in good faith shall be necessary, to give such request or direction hereunder) in connection with any Disposition permitted hereunder, including pursuant to Section 5.2(a)(i)(B) or under any other Disposition Loan Document to a Person that is not Borrower or a Subsidiary Guarantor or in connection with the designation of assets any Restricted Subsidiary as an Unrestricted Subsidiary permitted under Section 8.15, (iii) if the property subject to such Lien is owned by a Loan Party, upon the release of such Loan Party from its Guarantee Obligations in respect of the Obligations otherwise in accordance with this Agreementthe Loan Documents; provided that, if such property is Real Estate Collateral Property, then Borrower shall have made a prepayment pursuant to Section 5.2(a)(i)(B) in an amount equal to the Release Amount of such Real Estate Collateral Property to the extent required in such Section, (iv) as to the extent otherwise provided in the case of clause Collateral Documents or (1)v) if approved, the Borrower shall deliver a certificate signed by an Authorized Officer authorized or ratified in writing in accordance with Section 12.1; (b) release any Guarantor from its Guarantee Obligations in respect of the Borrower Obligations under the Loan Documents if such Person ceases to be a Restricted Subsidiary (or becomes an Excluded Subsidiary) as a result of a transaction or designation permitted hereunder; (c) release any property subject to such Lien if such property constitutes Excluded Property; (d) subordinate any Lien on any property granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien permitted under Section 9.3(e), (f), (i), (k) or, solely to the extent such Lien is of the type specified in the foregoing clauses or as contemplated by Section 8.10(d), (u); or (e) enter into subordination or intercreditor agreements with respect to Indebtedness to the extent the Administrative Agent is otherwise contemplated herein as being a party to such intercreditor or subordination agreement, including the Closing Date Intercreditor Agreement and any other Intercreditor Agreement. Anything contained in any of the Loan Documents to the contrary notwithstanding, Borrower, the Administrative Agent, and each Secured Party hereby agree that (i) except with respect to the set off rights of any Lender set forth in Section 12.7 or with respect to a Secured Party’s right to file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce any Guarantee Obligations, it being understood and agreed that all powers, rights, and remedies under the Loan Documents may be exercised solely by the Administrative Agent on behalf of the Secured Parties, in accordance with the terms hereof and thereof and all powers, rights, and remedies under the Collateral Documents may be exercised solely by the Administrative Agent, and (ii) in the event of a foreclosure by the Administrative Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Administrative Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Administrative Agent as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless Required Lenders shall otherwise agree in writing), shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any Collateral payable by the Administrative Agent stating on behalf of the Secured Parties at such sale or other disposition. In furtherance of the foregoing and not in limitation thereof, no Specified Cash Management Agreement or Specified Swap Agreement will create (or be deemed to create) in favor of any Secured Party that such Acquisition is a party thereto any rights in connection with the management or Disposition release of assets is permitted by any Collateral or of the obligations of Holdings or any Loan Party under this Agreement and or any other Loan Document. By accepting the Transaction Documents and that the release benefits of the Lien on Collateral, each Secured Party that is a party to any such Collateral is authorized by the Transaction Documents (which certificate Specified Cash Management Agreement or Specified Swap Agreement shall be deemed to have been provided upon appointed the delivery Administrative Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Borrower (Loan Documents as a Secured Party thereunder, subject to the limitations set forth in this paragraph. No Secured Party that is a party to any such Specified Cash Management Agreement or Specified Swap Agreement that obtains the Investment Manager on its behalf) benefits of a Borrower Order any Guarantee Obligation or any Collateral by virtue of the provisions hereof or of any other Loan Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender or Agent and, in such Acquisition or Disposition)case, and only to the extent expressly provided in the case of clause (2), the Borrower shall deliver a certificate signed by an Authorized Officer of the Borrower to the Administrative Agent and the Collateral Agent stating that such consent of the Requisite Lenders has been received. The Collateral Agent shall have no obligation to review or verify whether the Borrower or the Investment Manager on its behalf has obtained and delivered (or made available to the Transaction Data Room) the necessary Diligence Information and other Custody Documents required for purchases of Collateral Obligations hereunder, and the Collateral Agent shall have no obligation to maintain the Transaction Data Room on behalf of the BorrowerLoan Documents.