Document Custodian. The Document Custodian is hereby appointed as the custodian for each instrument of the type described in Section 9.05 (a) hereof other than letters of credit (all such instruments, the “Custody Documents”), in each case except to the extent that the Collateral Agent directs that such items be provided to it. The Borrower shall deliver, or cause to be delivered, all Custody Documents to the Document Custodian in physical form at the address 151 specified on Schedule 11.02(a) hereof. The Document Custodian shall hold all Custody Documents received by it in physical form (or, if applicable, electronic form) at one of its offices in the United States (for purposes hereof, the “Custodial Office”). The Document Custodian may change the Custodial Office at any time and from time to time upon notice to the Borrower, the Collateral Manager, the Collateral Agent, the Blackstone Representative and the Administrative Agent, provided that the replacement Custodial Office shall be an office of the Document Custodian located in the United States. All Custody Documents held by the Document Custodian shall be available for inspection by the Blackstone Representative, the Administrative Agent and the Lenders upon prior written request and during normal business hours of the Document Custodian. 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 Blackstone Representative (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 Document Custodian shall not be required to hold or accept custody of any other document hereunder to the extent such document is of a type not approved for deposit into the custodial vault of the Document Custodian. For the avoidance of doubt, the Document Custodian shall not be required to review or provide any certifications in respect of Custody Documents delivered and held by it. For the avoidance of doubt, other than in respect of Custody Documents, the Document Custodian shall not be required to hold custody of underlying agreements, related contracts or documents related to the Collateral. Any Custody Documents delivered to the Document Custodian shall be accompanied by a checklist identifying such documents and referencing this transaction. After the occurrence and during the continuance of an Event of Default, the Document Custodian agrees to cooperate with the Blackstone Representative and the Collateral Agent (acting at the direction of the Blackstone Representative) in order to take any action that the Blackstone Representative deems necessary or desirable in order for the Collateral Agent to perfect, protect or more fully evidence the security interests granted under the Loan Documents, or to enable any of them to exercise or enforce any of their respective rights hereunder. If the Document Custodian receives instructions from the Collateral Agent, the Collateral Manager or the Borrower that conflict with any instructions received by the Blackstone Representative after the occurrence and during the continuance of an Event of Default, the Document Custodian shall rely on and follow the instructions given by the Blackstone Representative. The Borrower (or the Collateral Manager on its behalf) may cause the release of Custody Documents, in each case (1) to the extent such documents are no longer required to be held hereunder and (2) subject to the written approval by the Blackstone Representative, by delivery of a request for release substantially in the form of Exhibit N hereto from the Borrower (or the Collateral Manager on its behalf) and such request for release shall be deemed a certification that such conditions for release have been satisfied. Upon receipt of such direction and approval by the Blackstone Representative, the Document Custodian shall release the Custody Documents to, or at the direction of, the Collateral Manager, and neither the Borrower nor the Collateral Manager will be required to return the related Custody Documents to the Document Custodian. Written instructions as to the method of shipment and shipper(s) the Document Custodian is directed to utilize in connection with the transmission of Custody Documents in the performance of the Document Custodian’s duties herein shall be delivered by the Borrower or the Collateral Manager, as applicable, to the Document Custodian prior to any shipment of any Custody Documents hereunder. If the Document Custodian does not receive any such written instruction from the Borrower or Collateral Manager, as applicable, the Document
Appears in 1 contract
Samples: Credit Agreement (Altus Power, Inc.)
Document Custodian. The Document Custodian is hereby appointed as the custodian for each instrument of the type described in Section 9.05
(a9.05(a) hereof other than letters of credit (all such instruments, the “Custody Documents”), in each case except to the extent that the Collateral Agent directs that such items be provided to it. The Borrower shall deliver, or cause to be delivered, all Custody Documents to the Document Custodian in physical form at the address 151 specified on Schedule 11.02(a) hereof. The Document Custodian shall hold all Custody Documents received by it in physical form (or, if applicable, electronic form) at one of its offices in the United States (for purposes hereof, the “Custodial Office”). The Document Custodian may change the Custodial Office at any time and from time to time upon notice to the Borrower, the Collateral Manager, the Collateral Agent, the Blackstone Representative Agent and the Administrative Agent, provided that the replacement Custodial Office shall be an office of the Document Custodian located in the United States. All Custody Documents held by the Document Custodian shall be available for inspection by the Blackstone Representative, the Administrative Agent and the Lenders upon prior written request and during normal business hours of the Document Custodian. 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 Blackstone Representative 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 Document Custodian shall not be required to hold or accept custody of any other document hereunder to the extent such document is of a type not approved for deposit into the custodial vault of the Document Custodian. For the avoidance of doubt, the Document Custodian shall not be required to review or provide any certifications in respect of Custody Documents delivered and held by it. For the avoidance of doubt, other than in respect of Custody Documents, the Document Custodian shall not be required to hold custody of underlying agreements, related contracts or documents related to the Collateral. Any Custody Documents delivered to the Document Custodian shall be accompanied by a checklist identifying such documents and referencing this transaction. After the occurrence and during the continuance of an Event of Default, the Document Custodian agrees to cooperate with the Blackstone Representative Administrative Agent and the Collateral Agent (acting at the direction of the Blackstone RepresentativeAdministrative Agent) in order to take any action that the Blackstone Representative deems Administrative Agent deem necessary or desirable in order for the Collateral Agent to perfect, protect or more fully evidence the security interests granted under the Loan Documents, or to enable any of them to exercise or enforce any of their respective rights hereunder. If the Document Custodian receives instructions from the Collateral Agent, the Collateral Manager or the Borrower that conflict with any instructions received by the Blackstone Representative Administrative Agent after the occurrence and during the continuance of an Event of Default, the Document Custodian shall rely on and follow the instructions given by the Blackstone RepresentativeAdministrative Agent. The Borrower (or the Collateral Manager on its behalf) may cause the release of Custody Documents, in each case (1) to the extent such documents are no longer required to be held hereunder and (2) subject to the written approval by the Blackstone RepresentativeAdministrative Agent, by delivery of a request for release substantially in the form of Exhibit N hereto from the Borrower (or the Collateral Manager on its behalf) and such request for release shall be deemed a certification that such conditions for release have been satisfied. Upon receipt of such direction and approval by the Blackstone RepresentativeAdministrative Agent, the Document Custodian shall release the Custody Documents to, or at the direction of, the Collateral Manager, and neither the Borrower nor the Collateral Manager will be required to return the related Custody Documents to the Document Custodian. Written instructions as to the method of shipment and shipper(s) the Document Custodian is directed to utilize in connection with the transmission of Custody Documents in the performance of the Document Custodian’s duties herein shall be delivered by the Borrower or the Collateral Manager, as applicable, to the Document Custodian prior to any shipment of any Custody Documents hereunder. If the Document Custodian does not receive any such written instruction from the Borrower or Collateral Manager, as applicable, the DocumentDocument Custodian shall be authorized and indemnified as provided herein to utilize a nationally recognized courier service. The Borrower or the Collateral Manager shall arrange for the provision of such services at the sole cost and expense of the Borrower and shall maintain such insurance against loss or damage to the Custody Documents as the Borrower or Collateral Manager, as applicable, deem appropriate. In accepting such appointment and performing its duties hereunder, the Document Custodian shall be entitled to all of the rights, remedies, immunities and indemnities provided to the Collateral Agent hereunder, mutatis mutandis. Without limiting the foregoing, the Document Custodian shall be entitled to resign, and may be removed, in the same manner as the Collateral Agent; provided that the Collateral Agent and the Document Custodian shall at all times be the same institution.
Appears in 1 contract
Document Custodian. The Document Custodian is hereby appointed as the custodian for each instrument of the type described in Section 9.05
(a) hereof other than letters of credit (all such instruments, the “Custody Documents”), in each case except The Company shall from time to the extent that the Collateral Agent directs that such items be provided to it. The Borrower shall deliver, time deliver or cause to be delivereddelivered Collateral Files, all Custody Documents including each of the related Collateral Documents, as set forth on Schedule II hereto, to the Document Custodian in physical form at the address 151 specified on Schedule 11.02(a) hereofto be held hereunder. The Document Custodian shall hold all Custody Documents received by it in physical form (or, if applicable, electronic form) at one With respect to each delivery of its offices in the United States (for purposes hereofCollateral Files, the “Custodial Office”). The Document Custodian may change the Custodial Office at any time and from time Company shall provide or cause to time upon notice be provided a related Collateral Schedule (in a form acceptable to the Borrower, the Collateral Manager, the Collateral Agent, the Blackstone Representative Company and the Administrative Agent, provided that the replacement Custodial Office shall be an office of Document Custodian) to the Document Custodian located with respect to such Collateral Files that are being delivered.
(b) In receiving any Collateral Files hereunder, and in maintaining any listing or providing any report or communication with respect to the United States. All Custody Collateral Files or Collateral Documents held by hereunder, the Document Custodian shall be available for inspection required only to review the face of each document received to determine whether it appears regular on its face and appears to relate to the related Collateral. Upon Delivery of Collateral Files in accordance with the preceding sentence, within ten Business Days (provided however that if more than 50 Collateral Files are delivered at one time to the Custodian, additional time as agreed to among the parties in writing, may be taken by the Blackstone Representative, Custodian) the Administrative Agent Custodian shall execute and the Lenders upon prior written request and during normal business hours of the Document Custodian. 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 Blackstone Representative (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 deliver to the contrary hereinCompany a certification more fully described in Section 3.12(e) (a “Custodian Certification”) substantially in the form attached hereto as Exhibit A, including an attached exception report (an “Exception Report”), listing any Collateral Document not included in the Document Custodian related Collateral File after review against the Collateral Schedule (which Exception Report shall not be required include any document that does not, on its face, appear regular and/or related to hold or accept custody of any other document hereunder to the extent such document is of a type not approved for deposit into the custodial vault of the Document CustodianCollateral). For the avoidance of doubt, such review will not commence in accordance with this Section 3.12(b) until both the Collateral Files and the Collateral Schedule have been delivered to the Document Custodian.
(c) The Document Custodian shall not otherwise be required under any duty to review review, inspect, examine or provide any certifications in respect of Custody Documents delivered certify the Collateral Files or related Collateral Documents; and held by it. For without limiting the avoidance of doubt, other than in respect of Custody Documentsforegoing, the Document Custodian shall be entitled to assume the genuineness of each such document and the genuineness and due authority of any signatures appearing thereon, shall be entitled to assume that each such document is what it purports to be. The Document Custodian shall have no liability for or obligation with respect to, and shall not be required construed or obliged to hold custody make any representation or warranty as to: (i) the validity, sufficiency, marketability, genuineness, value, contents or enforceability of underlying agreementsany Collateral Document; (ii) the validity, related contracts adequacy or perfection of any lien upon or security interest purported to be evidenced or created thereby; or (iii) to determine that the contents of any Collateral Document are appropriate for the represented purpose or that any Collateral Document has actually been recorded or filed, as maybe applicable, or that any Collateral Document is other than what it purports on its face to be.
(d) The Document Custodian shall accept the documents related to the Collateral. Any Custody Documents delivered to received by the Document Custodian shall be accompanied by a checklist identifying such documents and referencing this transaction. After the occurrence and during the continuance of an Event of Default, the Document Custodian agrees pursuant to cooperate with the Blackstone Representative and the Collateral Agent (acting at the direction of the Blackstone Representative) in order to take any action that the Blackstone Representative deems necessary or desirable in order for the Collateral Agent to perfect, protect or more fully evidence the security interests granted under the Loan Documents, or to enable any of them to exercise or enforce any of their respective rights Section 3.12 hereunder. If the Document Custodian receives instructions from the With respect to each Collateral Agent, the File listed on a given Collateral Manager or the Borrower that conflict with any instructions received by the Blackstone Representative after the occurrence and during the continuance of an Event of DefaultSchedule, the Document Custodian shall rely issue an Asset List (in addition to the Document Custodian Certification) upon review of the Collateral Files. If upon delivery of such Collateral Files, any Collateral File listed on and follow the instructions given Collateral Schedule has not been received by the Blackstone Representative. The Borrower (or the Collateral Manager on its behalf) may cause the release of Custody Documents, in each case (1) to the extent such documents are no longer required to be held hereunder and (2) subject to the written approval by the Blackstone Representative, by delivery of a request for release substantially in the form of Exhibit N hereto from the Borrower (or the Collateral Manager on its behalf) and such request for release shall be deemed a certification that such conditions for release have been satisfied. Upon receipt of such direction and approval by the Blackstone RepresentativeDocument Custodian, the Document Custodian shall release identify such Collateral File as pending on the Custody Documents torelated Asset List. Any Asset List or Custodian Certification delivered to the Company by the Document Custodian shall supersede, cancel and replace the previously delivered Asset List or at Custodian Certification, as applicable, and shall, in each case, control and be binding on the direction ofparties hereto.
(e) The Document Custodian shall, in each Custodian Certification, certify and confirm as to each Collateral File listed on the Collateral Schedule that, except as noted on the Exception Report attached to such Custodian Certification: all documents required to be delivered to it pursuant to Section 3.12 and hereof are in the Document Custodian’s possession; and all documents contained in the Collateral File as described on the attached Schedule II have been reviewed by the Document Custodian and appear regular on their face and relate to such applicable Collateral File.
(f) In the event that any Collateral File is needed by the Company for the purpose of correction of errors therein or for one of the other purposes set forth in a Request for Release, the Company shall send to the Document Custodian a Request for Release. The Document Custodian shall release such Collateral ManagerFiles within three (3) Business Days of its receipt of such completed Request for Release. Any request for release by the Company shall be in the form of the Request for Release. The Company is authorized to transmit and the Document Custodian is authorized to accept signed facsimile, electronic or email copies of Requests for Release submitted in the form attached hereto as Exhibit C (or as otherwise agreed between the Document Custodian and the Company).
(g) The Document Custodian shall segregate and identify the Collateral Files on its automated data system and maintain custody of all Collateral Files received by it in secure and fire resistant facilities, all in accordance with customary standards for such custody. The Document Custodian shall, at its own expense, maintain at all times during the existence of this Agreement and keep in full force and effect insurance in amounts, with standard coverage and subject to deductibles, all as customary for insurance typically maintained by banks that act as custodian. Upon written request from the Company, the Document Custodian shall provide evidence (which evidence may be in the form of a certificate of the respective insurer) that such insurance is in full force and effect. The Document Custodian shall upon not less than three (3) Business Days prior written notice permit (a) inspection during regular business hours of the Document Custodian (and subject to its usual charges for such access) by the Company (or by its auditors or agents when requested by the Company) of the Collateral Files, at such place or places where the related Collateral Files are deposited, and neither (b) the Borrower nor Company (or its auditors or agents when requested by the Company) to make copies of the Collateral Manager will Files. The Company shall be required responsible for any expenses in connection with such inspection and copying. Any such inspection and copying shall be subject to return the related Custody Documents to procedures of the Document Custodian. Written In addition, and not in limitation of the foregoing, the Company shall indemnify and hold the Document Custodian harmless from all claims, costs, expenses, losses and damages incurred by the Document Custodian as a result of the damage, loss or misplacement of any Collateral Files or Collateral Documents or other papers contained in the Collateral Files while in the possession of the Company (or its auditors or agents).
(h) Prior to any shipment of any Collateral Files or Collateral Documents hereunder pursuant to the request of the Company, the Company shall deliver to the Document Custodian written instructions as to the method of shipment and shipper(s) the Document Custodian is directed to utilize in connection with the transmission of Custody Collateral Files or Collateral Documents in the performance of the Document Custodian’s duties herein hereunder (which instruction shall be delivered include, if requested by the Borrower or Document Custodian, billing account numbers maintained by the Collateral ManagerCustomer with such shipper(s) to allow for direct billing of the related charges to the Company). The Company shall arrange for the provision of such services at its sole cost and expense (or, as applicableat the Document Custodian’s option, to reimburse the Document Custodian prior to any shipment of any Custody Documents hereunder. If for all costs and expenses incurred by the Document Custodian does not receive any consistent with such instructions) and will maintain such insurance against loss or damage to Collateral Files or other loan documents as the Company deems appropriate. Notwithstanding the foregoing, it is hereby expressly agreed that in the absence of express written instruction from the Borrower Company pursuant to the preceding terms, shipment may be made by the Document Custodian in any instance by means of any recognized overnight delivery or Collateral Managershipping service (it being hereby expressly acknowledged that United Parcel Service is one such recognized service, as applicablewithout implied limitation). All costs and risks of shipment shall be borne by the Company, and it is hereby expressly agreed that in no event shall the DocumentDocument Custodian have any liability for any losses or damages to any Person, arising out of actions of the Document Custodian consistent with the instructions of the Company. Any costs of shipment that may be incurred or paid by the Document Custodian from time to time may be billed by the Document Custodian to the Company on a monthly basis and shall be due and payable when billed.
Appears in 1 contract
Document Custodian. (a) The Document Custodian is hereby appointed as the custodian for each instrument of the type described in Section 9.05
(a) hereof other than letters of credit (all such instruments, the “Custody Documents”)Document, in each case except to the extent that the Collateral Agent directs that such items be provided to it. The Borrower shall deliver, or cause to be delivered, all Custody Documents (and related Custody Document Checklist) to the Document Custodian in electronic form in a secure manner as agreed upon by the Borrower and the Document Custodian or, if required to be in physical form form, at the address 151 of the Document Custodian specified in Section 9.2 hereof no later than 12:00 p.m. (New York City time) three (3) Business Days prior to the related Borrowing Date. Each such Custody Document shall include a notation, or otherwise be labelled in such a manner, as to identify which type of item in the definition of “Custody Documents” such documents constitutes.
(b) Following the receipt of Custody Documents and the Custody Document Checklist in respect of a Collateral Obligation in accordance with clause (a) above, the Document Custodian shall review the documents delivered to it to confirm that the documents indicated on Schedule 11.02(athe related Custody Document Checklist (i) hereofhave been delivered and are in the possession of the Document Custodian and (ii) appear on their face to be regular and to relate to such Collateral Obligation, except in each case for variances identified in the Custody Document Checklist. If the Custodian has made such confirmation, the Document Custodian shall deliver to the Administrative Agent and the Blackstone Representative with copies to the Borrower, via electronic mail, no later than 12:00 p.m. (New York City time) one (1) Business Day prior to the related Borrowing Date, a Custodial Receipt. Each Custodial Receipt delivered by Document Custodian shall supersede and cancel the Custodial Receipt previously delivered by Document Custodian to the Administrative Agent and the Blackstone Representative and shall replace the then existing Custodial Receipt. To the extent that any Custody Documents are delivered in physical form, the Document Custodian shall hold the originals of such Custodial Receipt in trust for the exclusive use and benefit of the Administrative Agent, and shall make disposition thereof only in accordance with the terms hereof and the instructions furnished by the Blackstone Representative. Notwithstanding any language to the contrary herein, the Document Custodian shall make no representations as to, and shall not be responsible to verify, (i) the validity, completeness, accuracy, legality, ownership, title, perfection, priority, enforceability, due authorization, recordability, sufficiency for any purpose, or genuineness of any of the Custody Documents or (ii) the collectability, insurability, effectiveness or suitability of any such Collateral Obligation.
(c) The Document Custodian shall hold all Custody Documents received by it in physical form (or, if applicable, electronic form) received at one of its offices in the United States (for purposes hereof, the “Custodial Office”). The Document Custodian may change the Custodial Office at any time and from time to time upon notice to the Borrower, the Collateral Manager, the Collateral Agent, the Blackstone Representative and the Administrative Agent, provided that the replacement Custodial Office shall be an office of the Document Custodian located in the United States. All Custody Documents held by the Document Custodian shall be available for inspection by the Blackstone Representative, the 109 Administrative Agent and the Lenders upon prior written request and during normal business hours of the Document Custodian. Any such inspection shall occur no earlier than five (5) Business Days after such inspection is requested in writing and the costs of such inspection shall be borne by the requesting party. The Blackstone Representative (including its representatives and designees) may not request more than two (2) inspections per year or, if an Event of Default has occurred and is continuing continuing, no more than once a month. Notwithstanding anything to the contrary herein, the Document Custodian shall not be required to hold or accept custody of any other document hereunder to the extent such document is of a type not approved for deposit into the custodial vault of the Document Custodian. For the avoidance of doubt, the Document Custodian shall not be required to review or provide any certifications in respect of Custody Documents delivered and held by it. For the avoidance of doubt, other than in respect of Custody Documents, the Document Custodian shall not be required to hold custody of underlying agreements, related contracts or documents related to the Collateral. Any Custody Documents delivered to the Document Custodian shall be accompanied by a checklist identifying such documents and referencing this transaction. transaction (such checklist, the “Custody Document Checklist”).
(d) After the occurrence and during the continuance of an Event of Default, the Document Custodian agrees to cooperate with the Blackstone Representative and the Collateral Agent (acting at the direction of the Blackstone Representative) in order to take any action that the Blackstone Representative deems necessary or desirable in order for the Collateral Agent to perfect, protect or more fully evidence the security interests granted under the Loan Documents, or to enable any of them to exercise or enforce any of their respective rights hereunder. If the Document Custodian receives instructions from the Collateral Agent, the Collateral Manager Agent or the Borrower that conflict with any instructions received by the Blackstone Representative after the occurrence and during the continuance of an Event of Default, the Document Custodian shall rely on and follow the instructions given by the Blackstone Representative. The Borrower (or the Collateral Manager on its behalf) may cause the release of Custody Documents, in each case (1) to the extent such documents are no longer required to be held hereunder and (2) subject to the written approval by the Blackstone Representative, by delivery of a request for release substantially in the form of Exhibit N hereto from the Borrower (or the Collateral Manager on its behalf) and such request for release shall be deemed a certification that such conditions for release have been satisfied. Upon receipt of such direction and approval by the Blackstone Representative, the Document Custodian shall release the Custody Documents to, or at the direction of, the Collateral ManagerBorrower, and neither the Borrower nor the Collateral Manager will not be required to return the related Custody Documents to the Document Custodian. Written instructions as to the method of shipment and shipper(s) the Document Custodian is directed to utilize in connection with the transmission of Custody Documents in the performance of the Document Custodian’s duties herein shall be delivered by the Borrower or the Collateral Manager, as applicable, to the Document Custodian prior to any shipment of any Custody Documents hereunder. If the Document Custodian does not receive any such written instruction from the Borrower, the Document Custodian shall be authorized and indemnified as provided herein to utilize a nationally recognized courier service. The Borrower shall arrange for the provision of such services at its sole cost and expense and shall maintain such insurance against loss or damage to the Custody Documents as is reasonably appropriate.
(e) In accepting such appointment and performing its duties hereunder, the Document Custodian shall be entitled to all of the rights, remedies, immunities and indemnities provided to the Collateral ManagerAgent hereunder, mutatis mutandis. Without limiting the foregoing, the Document Custodian shall be entitled to resign, and may be removed, in the same manner as the Collateral Agent; provided that the Collateral Agent and the Document Custodian shall at all times be the same institution (or an Affiliate thereof).
(f) Each Lender irrevocably appoints and authorizes the Agents and the Blackstone Representative to take such action as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated to such Agent by the terms 110 hereof or thereof, together with all such powers as are reasonably incidental thereto. Only the Agents (and not one or more of the Lenders) and the Blackstone Representative shall have the authority to deal directly with the Borrower under this Agreement and each Lender acknowledges that all notices, demands or requests from such Lender to the Borrower must be forwarded to the Blackstone Representative and the applicable Agent for delivery to the Borrower. Each Lender acknowledges that the Borrower has no obligation to act or refrain from acting on instructions or demands of one or more Lenders absent written instructions from an Agent in accordance with its rights and authority hereunder. As to any matters not expressly provided for by this Agreement, the Blackstone Representative and the Agents shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders (and, as applicableapplicable in the case of the Administrative Agent, the DocumentBlackstone Representative), and such instructions shall be binding; provided that the Blackstone Representative and the Agents shall not be required to take any action which exposes the Blackstone Representative or the Agents to liability or which is contrary to this Agreement or the Loan Documents or applicable law. Neither the Blackstone Representative nor any Agent shall have any liability for any failure or delay in taking or exercising any discretionary action, right or remedy for which no instructions have been received from the Required Lenders (or, the in case of the Collateral Agent, the Administrative Agent or the Blackstone Representative on their behalf), and each such Blackstone Representative and Agent shall be entitled to refrain from such act or taking such action unless and until such instructions have been received. The Borrower agrees to compensate the Blackstone Representative and the Agents for their fees as set forth herein and in the Agent Fee Agreement. The Borrower agrees to compensate the Lenders for their fees as set forth herein.
Appears in 1 contract
Samples: Credit Agreement (Altus Power, Inc.)