Common use of Duties as Collateral and Disbursing Agent Clause in Contracts

Duties as Collateral and Disbursing Agent. Without limiting the generality of clause (a) above, the Holder agrees that the Collateral Agent and the Deposit Account Bank, as applicable, shall have the right and authority, and are hereby authorized, to (i) act as the disbursing and collecting agents for the Holder with respect to all income, cash dividends, distributions, Proceeds or other property received in respect of the Pledged Securities, and each Person making any such payment is hereby authorized to make such payment to the Collateral Agent or the Deposit Account Bank, as applicable, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Holder with respect to any Obligation in any bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such the Holder), (iii) act as collateral agent for the benefit of the Secured Parties for purposes of the perfection of all Liens created by this Agreement and all other purposes stated herein, (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 this Agreement, (vi) except as may be otherwise specified herein, exercise all remedies given to the Collateral Agent and the Holder with respect to the Collateral and (vii) execute any amendment, consent or waiver related hereto for the benefit of the Secured Parties, so long as the Holder has consented in writing to such amendment, consent or waiver.

Duties as Collateral and Disbursing Agent. Without limiting the generality of clause (a) above, the Holder agrees that the Collateral Term Agent and the Deposit Account Bank, as applicable, shall have the sole and exclusive right and authorityauthority (to the exclusion of the Term Lenders), and are is hereby authorized, to (i) act as the disbursing and collecting agents agent for the Holder Term Lenders with respect to all income, cash dividends, distributions, Proceeds or other property received payments and collections arising in respect of connection with the Pledged SecuritiesLoan Documents (including in any proceeding described in Section 6.1(f)), and each Person making any such payment in connection with any Loan Document to any Secured Party is hereby authorized to make such payment to the Collateral Agent or the Deposit Account Bank, as applicableTerm Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Holder Secured Parties with respect to any Obligation in any bankruptcy, insolvency or similar proceeding described in Section 6.1(f) (but not to vote, consent or otherwise act on behalf of such the HolderPerson), (iii) act as collateral agent Term Agent for the benefit of the each Secured Parties Party for purposes of the perfection of all Liens created by this Agreement such agreements and all other purposes stated hereintherein, (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 this Agreementthe Loan Documents, (vi) except as may be otherwise specified hereinin any Loan Document, exercise all remedies given to the Collateral Term Agent and the Holder other Secured Parties with respect to the Collateral Collateral, whether under the Loan Documents, applicable Requirements of Law or otherwise, (vii) release any Guarantor from its obligations under the Guaranty Agreement if such Person ceases to be a Subsidiary as a result of a transaction or occurrence permitted hereunder and (viiviii) execute any amendment, consent or waiver related hereto for under the benefit Loan Documents on behalf of the Secured Parties, so long as the Holder any Term Lender that has consented in writing to such amendment, consent or waiverwaiver if such consent is required pursuant to Section 8.1 hereof; provided, however, that the Term Agent hereby appoints, authorizes and directs each Term Lender to act as collateral sub-agent for the Term Agent and the Term Lenders for purposes of the perfection of Liens with respect to any deposit account maintained by a Borrower with, and cash and Cash Equivalents held by, such Term Lender, and may further authorize and direct the Term Lenders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to the Term Agent, and each Term Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

Duties as Collateral and Disbursing Agent. Without limiting the generality of clause (a) above, the Holder agrees that the Collateral Agent and the Deposit Account Bank, as applicable, shall have the sole and exclusive right and authorityauthority (to the exclusion of the Lenders), and are is hereby authorized, to (i) act as the disbursing and collecting agents for the Holder with respect to all income, cash dividends, distributions, Proceeds or other property received in respect of the Pledged Securities, and each Person making any such payment is hereby authorized to make such payment to the Collateral Agent or the Deposit Account Bank, as applicable, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Holder with respect to any Obligation in any bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such the Holder), (iii) act as collateral agent for the benefit of the Secured Parties each Lender for purposes of the perfection of all Liens created by this Agreement any of the Loan Documents and all other purposes stated hereintherein, (ivii) manage, supervise and otherwise deal with the Collateral, (viii) 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 this Agreementthe Loan Documents, (viiv) except as may be otherwise specified hereinherein or in any other Loan Document, exercise all remedies given to the Collateral Agent and the Holder with respect to the Collateral Borrower and/or the Collateral, whether under the Loan Documents, Applicable Law or otherwise and (viiv) execute any amendment, consent or waiver related hereto for under the benefit Loan Documents on behalf of the Secured Parties, so long as the Holder any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that the Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for the Agent and the Lenders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by the Borrower with, and cash and cash equivalents held by, such Lender, and may further authorize and direct the Lenders to take further actions as collateral sub-agents for purposes of enforcing such Liens or otherwise to transfer the Collateral subject thereto to the Agent, and each Lender hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.

Duties as Collateral and Disbursing Agent. Without limiting the generality of clause (a) above, the Holder agrees that the Collateral Agent and the Deposit Account Bank, as applicable, shall have the sole and exclusive right and authorityauthority (to the exclusion of the Lenders), and are is hereby authorized, to (i) act as the disbursing and collecting agents agent for the Holder Lenders with respect to all income, cash dividends, distributions, Proceeds or other property received payments and collections arising in respect of connection with the Pledged SecuritiesTransaction Documents, and each Person making any such payment in connection with any Transaction Document to any Lender is hereby authorized to make such payment to the Collateral Agent or the Deposit Account Bank, as applicableAgent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Holder Lender with respect to any Obligation in any proceeding described in Section 7.01(a) or any other bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such the HolderLender), (iii) act as collateral agent for the benefit of the Secured Parties each Lender for purposes of the perfection of all Liens liens and security interests created by this Agreement such agreements and all other purposes stated hereintherein, (iv) manage, supervise and otherwise deal with the Collateral, (v) take such other action as is reasonably necessary or desirable to maintain the perfection and priority of the Liens liens created or purported to be created by this Agreementthe Transaction Documents, (vi) except as may be otherwise specified hereinin any Transaction Document, exercise all remedies given to the Collateral Agent and the Holder other Lenders with respect to the Collateral Collateral, whether under the Transaction Documents, Applicable Law or otherwise and (vii) execute any amendment, consent or waiver related hereto for under the benefit Transaction Documents on behalf of the Secured Parties, so long as the Holder any Lender that has consented in writing to such amendment, consent or waiver; provided, however, that the Agent hereby appoints, authorizes and directs each Lender to act as collateral sub-agent for the Agent and the other Lenders for purposes of the perfection of all liens with respect to the Collateral that such Lender has possession or control of, including any deposit account maintained by the Company with or held by, such Lender, and may further authorize and direct the Lenders to take further actions as collateral sub-agents for purposes of enforcing such liens or otherwise to transfer the Collateral subject thereto to the Agent, and each Lender and hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed.