Common use of Asset Checklist; Escrowed Transfer Documents and Administrative Agent Cooperation Agreements Clause in Contracts

Asset Checklist; Escrowed Transfer Documents and Administrative Agent Cooperation Agreements. For each applicable Portfolio Investment, promptly following a request therefor from the Administrative Agent and, in any case, on or prior to the Settlement Date therefor, the Company shall deliver to the Collateral Agent (if in physical form) or the Collateral Administrator (if in electronic form), copies of an Asset Checklist and, if applicable, any Administrative Agent Cooperation Agreement for such Portfolio Investment. If the consent or signature of or other action (including, without limitation, registering the assignee in any register of lenders maintained by it) by the Company or any affiliate of the Company (in each case whether as administrative agent, servicer, registrar or in any other capacity) is or could be required for the transfer of all or any portion of a Portfolio Investment by the Company, the Administrative Agent may require the Company or such Affiliate to provide assurances to the Administrative Agent (which may be in the form of an Administrative Agent Cooperation Agreement) that the Company or such Affiliate will not, in its capacity as administrative agent, servicer, registrar or in any other such capacity, unreasonably withhold or delay any such consent, signature or other action. With respect to original Escrowed Transfer Documents, the Collateral Agent shall at all times hold such Escrowed Transfer Documents delivered to it (and, without duplication, Underlying Instruments in respect of Portfolio Investments provided to it by or at the request of the Administrative Agent) at one of its offices in the United States (for purposes hereof, the "Custodial Office"). The Collateral Agent may change the Custodial Office at any time and from time to time upon notice to the Company, the Servicer and the Administrative Agent; provided that the replacement Custodial Office shall be an office of the Collateral Agent located in the United States. All original Escrowed Transfer Documents and Underlying Instruments held by the Collateral Agent shall be available for inspection by the Administrative Agent and the Lenders upon prior written request and during normal business hours of the Collateral Agent. Any such inspection shall occur no earlier than five Business Days after such inspection is requested in writing and the costs of such inspection shall be borne by the requesting party. The Administrative Agent (including its representatives and designees) may not request more than two inspections per year or, if an Event of Default has occurred and is continuing no more than once a month. Notwithstanding anything to the contrary herein, the Collateral Agent shall not be required to hold or accept custody of any original Escrowed Transfer Documents or Underlying Instruments hereunder to the extent such document is of a type not approved for deposit into the custodial vault of the Collateral Agent; provided that (1) the Collateral Agent notifies the Administrative Agent prior to refusing to hold such documents and (2) the failure of the Collateral Agent to accept and hold such documents shall not result in a Default or an Event of Default with respect to the Company hereunder (provided that copies of such documents shall have been delivered by the Company to or otherwise made available to the Administrative Agent). For the avoidance of doubt, the Collateral Agent shall not be required to review or provide any certifications in respect of original Escrowed Transfer Documents or Underlying Instruments delivered and held by it. In taking and retaining custody of any such original Escrowed Transfer Documents, the Collateral Agent shall be deemed to be acting as the agent of the Secured Parties; provided that (x) in the taking and retaining custody of any such Escrowed Transfer Documents, the Collateral Agent makes no representations as to the existence, perfection, enforceability or priority of any Lien on such Escrowed Transfer Documents or as to the adequacy or sufficiency of such Escrowed Transfer Documents; and (y) in the taking and retaining custody of any such Escrowed Transfer Documents, the Collateral Agent's duties shall be limited to those expressly contemplated herein. Except as otherwise expressly provided above in this clause (j), original Escrowed Transfer Documents and original Underlying Instruments shall be released by the Collateral Agent only in connection with sales of Portfolio Investments pursuant to the exercise of remedies under the Credit Documents or as otherwise expressly permitted hereunder, and in each case only upon delivery to the Collateral Agent of a request for release from the Administrative Agent and which request for release shall be deemed a certification that such conditions for release have been satisfied. Upon receipt of such direction, the Collateral Agent shall release the original Escrowed Transfer Documents to the Administrative Agent (or as otherwise provided in the related release request), and the Administrative Agent will not be required to return the related original Escrowed Transfer Documents to the Collateral Agent. Written instructions as to the method of shipment and shipper(s) the Collateral Agent is directed to utilize in connection with the transmission of original Escrowed Transfer Documents in the performance of the Collateral Agent's duties under this clause (j) shall be delivered by the Administrative Agent to the Collateral Agent prior to any shipment of any original Escrowed Transfer Documents hereunder. If the Collateral Agent does not receive such written instruction from the Administrative Agent, the Collateral Agent shall be authorized and indemnified as provided herein to utilize a nationally recognized courier service. The Administrative Agent shall arrange for the provision of such services at the sole cost and expense of the Company and shall maintain such insurance against loss or damage to the original Escrowed Transfer Documents as the Administrative Agent deem appropriate. Neither the Collateral Agent nor the Collateral Administrator shall have any obligation to review or verify whether the Company or the Servicer on its behalf has obtained and delivered the necessary Escrowed Transfer Documents, the Administrative Agent Cooperation Agreements or Underlying Instruments required for purchases of Portfolio Investments hereunder.

Asset Checklist; Escrowed Transfer Documents and Administrative Agent Cooperation Agreements. For each applicable Portfolio Investment, promptly following a request therefor from the Administrative Agent and, in any case, on or prior to the Settlement Date therefor, the Company shall deliver to the Collateral Agent (if in physical form) or the Collateral Administrator (if in electronic form), copies of an Asset Checklist and, if applicable, any Administrative Agent Cooperation Agreement for such Portfolio Investment. If the consent or signature of or other action (including, without limitation, registering the assignee in any register of lenders maintained by it) by the Company or any affiliate of the Company (in each case whether as administrative agent, servicer, registrar or in any other capacity) is or could be required for the transfer of all or any portion of a Portfolio Investment by the Company, the Administrative Agent may require the Company or such Affiliate to provide assurances to the Administrative Agent (which may be in the form of an Administrative Agent Cooperation Agreement) that the Company or such Affiliate will not, in its capacity as administrative agent, servicer, registrar or in any other such capacity, unreasonably withhold or delay any such consent, signature or other action. With respect to original Escrowed Transfer Documents, the Collateral Agent shall at all times hold such Escrowed Transfer Documents delivered to it (and, without duplication, Underlying Instruments in respect of Portfolio Investments provided to it by or at the request of the Administrative Agent) at one of its offices in the United States (for purposes hereof, the "Custodial Office"). The Collateral Agent may change the Custodial Office at any time and from time to time upon notice to the Company, the Servicer and the Administrative Agent; provided that the replacement Custodial Office shall be an office of the Collateral Agent located in the United States. All original Escrowed Transfer Documents and Underlying Instruments held by the Collateral Agent shall be available for inspection by the Administrative Agent and the Lenders upon prior written request and during normal business hours of the Collateral Agent. Any such inspection shall occur no earlier than five Business Days after such inspection is requested in writing and the costs of such inspection shall be borne by the requesting party. The Administrative Agent (including its representatives and designees) may not request more than two inspections per year or, if an Event of Default has occurred and is continuing no more than once a month. Notwithstanding anything to the contrary herein, the Collateral Agent shall not be required to hold or accept custody of any original Escrowed Transfer Documents or Underlying Instruments hereunder to the extent such document is of a type not approved for deposit into the custodial vault of the Collateral Agent; provided that (1) the Collateral Agent notifies the Administrative Agent prior to refusing to hold such documents and (2) the failure of the Collateral Agent to accept and hold such documents shall not BUSINESS.31379882.7 result in a Default or an Event of Default with respect to the Company hereunder (provided that copies of such documents shall have been delivered by the Company to or otherwise made available to the BUSINESS.31379882.7 Administrative Agent). For the avoidance of doubt, the Collateral Agent shall not be required to review or provide any certifications in respect of original Escrowed Transfer Documents or Underlying Instruments delivered and held by it. In taking and retaining custody of any such original Escrowed Transfer Documents, the Collateral Agent shall be deemed to be acting as the agent of the Secured Parties; provided that (x) in the taking and retaining custody of any such Escrowed Transfer Documents, the Collateral Agent makes no representations as to the existence, perfection, enforceability or priority of any Lien on such Escrowed Transfer Documents or as to the adequacy or sufficiency of such Escrowed Transfer Documents; and (y) in the taking and retaining custody of any such Escrowed Transfer Documents, the Collateral Agent's duties shall be limited to those expressly contemplated herein. Except as otherwise expressly provided above in this clause (j), original Escrowed Transfer Documents and original Underlying Instruments shall be released by the Collateral Agent only in connection with sales of Portfolio Investments pursuant to the exercise of remedies under the Credit Documents or as otherwise expressly permitted hereunder, and in each case only upon delivery to the Collateral Agent of a request for release from the Administrative Agent and which request for release shall be deemed a certification that such conditions for release have been satisfied. Upon receipt of such direction, the Collateral Agent shall release the original Escrowed Transfer Documents to the Administrative Agent (or as otherwise provided in the related release request), and the Administrative Agent will not be required to return the related original Escrowed Transfer Documents to the Collateral Agent. Written instructions as to the method of shipment and shipper(s) the Collateral Agent is directed to utilize in connection with the transmission of original Escrowed Transfer Documents in the performance of the Collateral Agent's duties under this clause (j) shall be delivered by the Administrative Agent to the Collateral Agent prior to any shipment of any original Escrowed Transfer Documents hereunder. If the Collateral Agent does not receive such written instruction from the Administrative Agent, the Collateral Agent shall be authorized and indemnified as provided herein to utilize a nationally recognized courier service. The Administrative Agent shall arrange for the provision of such services at the sole cost and expense of the Company and shall maintain such insurance against loss or damage to the original Escrowed Transfer Documents as the Administrative Agent deem appropriate. Neither the Collateral Agent nor the Collateral Administrator shall have any obligation to review or verify whether the Company or the Servicer on its behalf has obtained and delivered the necessary Escrowed Transfer Documents, the Administrative Agent Cooperation Agreements or Underlying Instruments required for purchases of Portfolio Investments hereunder.