Common use of Duties as Collateral Agent Clause in Contracts

Duties as Collateral Agent. Without limiting the generality of clause (a) above, Agent shall have sole and exclusive the right and authority (in each case to the extent directed to do so in writing by the Required Purchasers), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Purchasers with respect to all payments and collections arising in connection with any proceeding described in Section 7.1(f) or Section 7.1(g) or any other bankruptcy, insolvency or similar proceeding, and each Person making any such payment is hereby authorized to make such payment to Agent, (ii) file documents desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 7.1(f) or Section 7.1(g) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person or to make requisite filings such as proofs of claim which requisite filings will be the responsibility of each Purchaser and in no way the responsibility of Agent), (iii) act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Note Documents, (vi) except as may be otherwise specified in any Note Document, exercise all remedies given to Agent and the other Secured Parties with respect to the Credit Parties and/or the Collateral, whether under the Note Documents, applicable Requirements of Law or otherwise and (vii) execute any amendment, consent or waiver under the Note Documents on behalf of any Purchaser that has consented in writing to such amendment, consent or waiver; provided that Agent hereby appoints, authorizes and directs each Purchaser to act as collateral sub-agent for Agent and the Purchasers for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and Cash Equivalents held by, such Purchaser, and may further authorize and direct the Purchasers to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Agent and each Purchaser hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed; provided that any Liabilities resulting from any such action taken by such Purchaser in accordance with the foregoing shall be subject to the indemnification provisions of Section 8.8(b) such that those indemnities are provided to such Purchaser and provided, further, that such Purchaser shall have the same rights provided to Agent under Sections 8.3, 8.5(b) and 8.8 with respect thereto.

Duties as Collateral Agent. Without limiting the generality of clause (a) above, the Administrative Agent shall have the sole and exclusive the right and authority (in each case to the extent directed to do so in writing by exclusion of the Required PurchasersLenders), and is hereby authorized, to (i) act as the disbursing file and collecting agent for the Purchasers with respect to all payments prove claims and collections arising in connection with any proceeding described in Section 7.1(f) file other documents necessary or Section 7.1(g) or any other bankruptcy, insolvency or similar proceeding, and each Person making any such payment is hereby authorized to make such payment to Agent, (ii) file documents desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 7.1(f) or Section 7.1(g9.1(e)(ii) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person or to make requisite filings such as proofs of claim which requisite filings will be the responsibility of each Purchaser and in no way the responsibility of AgentSecured Party), (iiiii) act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iviii) manage, supervise and otherwise deal with the Collateral, (viv) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Note Loan Documents, (viv) except as may be otherwise specified in any Note Loan Document, exercise all remedies given to the Administrative Agent and the other Secured Parties with respect to the Credit Parties and/or the Collateral, whether under the Note Loan Documents, applicable Requirements of Law or otherwise and (viivi) execute any amendment, consent or waiver under the Note Loan Documents on behalf of any Purchaser Lender that has consented in writing to such amendment, consent or waiver; provided provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Purchaser Lender to act as collateral sub-agent for the Administrative Agent and the Purchasers Lenders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Loan Party with, and cash and Cash Equivalents held by, such PurchaserLender, and may further authorize and direct the Purchasers Lenders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Agent the Administrative Agent, and each Purchaser Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed; provided that any Liabilities resulting from any such action taken by such Purchaser in accordance with the foregoing shall be subject to the indemnification provisions of Section 8.8(b) such that those indemnities are provided to such Purchaser and provided, further, that such Purchaser shall have the same rights provided to Agent under Sections 8.3, 8.5(b) and 8.8 with respect thereto.

Duties as Collateral Agent. Without limiting the generality of clause (a) aboveSection 9.7.1, Collateral Agent shall have the sole and exclusive the right and authority (in each case to the extent directed to do so in writing by exclusion of the Required PurchasersLenders), and is hereby authorized, to (i) act as the disbursing file and collecting agent for the Purchasers with respect to all payments prove claims and collections arising in connection with any proceeding described in Section 7.1(f) file other documents necessary or Section 7.1(g) or any other bankruptcy, insolvency or similar proceeding, and each Person making any such payment is hereby authorized to make such payment to Agent, (ii) file documents desirable to allow the claims of the Secured Parties Lenders with respect to any Obligation in any proceeding described in Section 7.1(f) or Section 7.1(g) 8.4 or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person or to make requisite filings such as proofs of claim which requisite filings will be the responsibility of each Purchaser and in no way the responsibility of AgentLender), (iiiii) act as collateral agent for each Secured Party Lender for purposes of the perfection of acquiring, holding, enforcing and perfecting all Liens created by such agreements the Loan Documents and all other purposes stated therein, (iviii) manage, supervise and otherwise deal with the Collateral, (viv) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Note Loan Documents, (viv) except as may be otherwise specified in any Note Loan Document, exercise all remedies given to Collateral Agent and the other Secured Parties Lenders with respect to the Credit Parties and/or the Collateral, whether under the Note Loan Documents, applicable Requirements Requirement of Law or otherwise otherwise, (vi) enter into any subordination agreement or intercreditor agreement with respect to Indebtedness of any Co-Borrower permitted hereunder (including, without limitation, the Mitsui Intercreditor Agreement if applicable), (vii) enter into non-disturbance agreements and similar agreements and (viiviii) execute any amendment, consent or waiver under the Note Loan Documents on behalf of any Purchaser Lender that has consented in writing to such amendment, consent or waiver; provided that Collateral Agent hereby appoints, authorizes and directs each Purchaser Lender to act as collateral sub-agent and/or bailee for Collateral Agent and the Purchasers Lenders for purposes of the perfection of all Liens with respect to the CollateralCollateral that are assets which, including any deposit account maintained by a Credit Party with, and cash and Cash Equivalents held by, such Purchaser, and may further authorize and direct the Purchasers to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Agent and each Purchaser hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed; provided that any Liabilities resulting from any such action taken by such Purchaser in accordance with the foregoing Code, can be perfected only by possession or control (or where the security interest of a secured party with possession or control has priority over the security interest of another secured party) and Collateral Agent and each Lender hereby acknowledges that it holds possession or control of any such Collateral for the benefit of Collateral Agent as secured party; provided further that should any Lender obtain possession or control of any such Collateral, such Lender shall be subject notify Collateral Agent thereof, and, promptly upon Collateral Agent’s request therefor shall deliver possession or control of such Collateral to Collateral Agent or in accordance with Collateral Agent’s instructions. Co-Borrowers by their execution and delivery of this Agreement hereby consent to the indemnification provisions of Section 8.8(b) such that those indemnities are provided to such Purchaser and provided, further, that such Purchaser shall have the same rights provided to Agent under Sections 8.3, 8.5(b) and 8.8 with respect theretoforegoing.

Duties as Collateral Agent. Without limiting the generality of clause (a) above, Agent shall have sole and exclusive the right and authority (in each case to the extent directed to do so in writing by the Required Purchasers), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Purchasers with respect to all payments and collections arising in connection with any proceeding described in Section 7.1(f) or Section 7.1(g) or any other bankruptcy, insolvency or similar proceeding, and each Person making any such payment is hereby authorized to make such payment to Agent, (ii) file documents desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in Section 7.1(f) or Section 7.1(g) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person or to make requisite filings such as proofs of claim which requisite filings will be the responsibility of each Purchaser and in no way the responsibility of Agent), (iii) act as collateral agent for each Secured Party for purposes of the perfection of all Liens created by such agreements and all other purposes stated therein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Note Documents, (vi) except as may be otherwise specified in any Note Document, exercise all remedies given to Agent and the other Secured Parties with respect to the Credit Parties and/or the Collateral, whether under the Note Documents, applicable Requirements of Law or otherwise and (vii) execute any amendment, consent or waiver under the Note Documents on behalf of any Purchaser that has consented in writing to such amendment, consent or waiver; provided that Agent hereby appoints, authorizes and directs each Purchaser to act as collateral sub-agent for Agent and the Purchasers for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and Cash Equivalents held by, such Purchaser, and may further authorize and direct the Purchasers to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Agent and each Purchaser hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed; provided that any Liabilities resulting from any such action taken by such Purchaser in accordance with the foregoing shall be subject to the indemnification provisions of Section 8.8(b) such that those indemnities are provided to such Purchaser and provided, further, that such Purchaser shall have the same rights provided to Agent under Sections 8.3, 8.5(b) and 8.8 with respect thereto.remedies

Duties as Collateral Agent. Without limiting the generality of clause (a) above, the Collateral Agent shall have the sole and exclusive the right and authority (in each case to the extent directed to do so in writing by exclusion of the Required Purchasersother Noteholders), and is hereby authorizedauthorized (without obligation), to (i) act as the disbursing file and collecting agent for the Purchasers with respect to all payments prove claims and collections arising in connection with any proceeding described in Section 7.1(f) file other documents necessary or Section 7.1(g) or any other bankruptcy, insolvency or similar proceeding, and each Person making any such payment is hereby authorized to make such payment to Agent, (ii) file documents desirable to allow the claims of the Secured Parties Noteholders with respect to any Obligation in any proceeding described in Section 7.1(fsubsection 7.1(e) or Section 7.1(g(f) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Person or to make requisite filings such as proofs of claim which requisite filings will be the responsibility of each Purchaser and in no way the responsibility of AgentPerson), (iiiii) act as collateral agent for each Secured Party Noteholder for purposes of the perfection of all Liens created by such agreements the Transaction Documents and all other purposes stated therein, (iviii) manage, supervise and otherwise deal with the Collateral, (viv) take such other action as is necessary or desirable to maintain the perfection and priority of the Liens created or purported to be created by the Note DocumentsTransaction Documents (provided that, subject to Section 11.3, the Collateral Agent shall take any of the foregoing actions as directed by Required Noteholders so long as the Required Noteholders shall prepare any documentation required to be filed or executed in connection with such direction), (viv) except as may be otherwise specified in any Note Transaction Document, exercise all remedies given to the Collateral Agent and the other Secured Parties Noteholders with respect to the Credit Parties and/or the Collateral, whether under the Note Transaction Documents, applicable Requirements of Law law or otherwise and (viivi) execute any amendment, consent or waiver under the Note Transaction Documents on behalf of any Purchaser Noteholder that has consented in writing to such amendment, consent or waiver; provided that Agent hereby appoints, authorizes and directs each Purchaser to act as collateral sub-agent for Agent and the Purchasers for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by a Credit Party with, and cash and Cash Equivalents held by, such Purchaser, and may further authorize and direct the Purchasers to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to Agent and each Purchaser hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed; provided that any Liabilities resulting from any such action taken by such Purchaser in accordance with the foregoing shall be subject to the indemnification provisions of Section 8.8(b) such that those indemnities are provided to such Purchaser and provided, further, that such Purchaser shall have the same rights provided to Agent under Sections 8.3, 8.5(b) and 8.8 with respect thereto.