Common use of Direction to Closed-End Collateral Agent and Closed-End Administrative Agent Clause in Contracts

Direction to Closed-End Collateral Agent and Closed-End Administrative Agent. (a) Unless otherwise provided in this Collateral Agency Agreement, from time to time the Required Secured Parties (or, if and to the extent, but solely to the extent, that the Required Secured Parties are comprised of Warehouse Facility Lenders, the Deal Agent on behalf of such Warehouse Facility Lenders) may (i) direct the Closed-End Collateral Agent or the Closed-End Administrative Agent to take any action or refrain from taking any action that the Closed-End Collateral Agent or the Closed-End Administrative Agent, as the case may be, is permitted to take under this Collateral Agency Agreement or under the Security Agreement. Any such direction from the Required Secured Parties (or, to the extent specified immediately preceding sentence, the Deal Agent on behalf of thereof) shall be evidenced by the delivery of a certificate signed by (or, in the case of a Warehouse Facility Secured Party, by the Deal Agent on behalf of) each of the Secured Parties comprising the Required Secured Parties to the Closed-End Collateral Agent or the Closed-End Administrative Agent, as the case may be (with copies to the other Warehouse Facility Secured Parties in the case of a direction provided by the Required Warehouse Lenders or the Deal Agent). Each such certificate shall contain (x) if applicable, a certification to the effect that the parties delivering such certificate constitute, collectively, the Required Secured Parties and (y) a reasonably detailed description of the action such Secured Parties are directing the Closed-End Collateral Agent or the Closed-End Administrative Agent, as the case may be, to take or refrain from taking. Any such certificate shall be delivered to the Closed-End Collateral Agent or the Closed-End Administrative Agent, as the case may be, and each of the other Persons entitled to receive such notice pursuant to the immediately preceding sentence, in each case reasonably in advance of (but, in no event, less than two Business Days prior to) the date on which the applicable action or inaction is sought. (b) Direction may be given pursuant to this Section 2.8 to take one or more actions in preparation for a specified action to be taken under this Collateral Agency Agreement or under the Security Agreement, even though, at the time that such direction is given, the Closed-End Collateral Agent or the Closed-End Administrative Agent, as the case may be, is not yet entitled to take such specified action, so long as such direction is given in accordance with the procedures set forth in Section 2.8(a). Notwithstanding the foregoing, no direction may be given pursuant to this Section 2.8 (whether in preparation for another action or otherwise) if the action proposed to be taken would be prohibited, as of the date that such action is proposed to be taken, by the terms of this Collateral Agency Agreement, the Security Agreement or any other Basic Document to which the Person or Persons giving such instruction are party.