Common use of The Collateral Agents Clause in Contracts

The Collateral Agents. (a) Sprint Spectrum hereby irrevocably designates and appoints the Sprint Collateral Agent, for the benefit of the Secured Parties, as an agent of such Secured Parties under the Security Documents, and Sprint Spectrum irrevocably authorizes the Sprint Collateral Agent, in such capacity, to take such action on its behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to it by the terms of the Security Documents, together with such other powers as are reasonably incidental thereto. Virgin hereby irrevocably designates and appoints the Virgin Collateral Agent, for the benefit of the Secured Parties, as an agent of such Secured Parties under the Security Documents, and Virgin irrevocably authorizes the Virgin Collateral Agent, in such capacity, to take such action on its behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to it by the terms of the Security Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in the Security Documents, neither Collateral Agent shall have any duties or responsibilities, except those expressly set forth in the Security Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Security Documents or otherwise exist against the Collateral Agents. Each Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Collateral Agent shall be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care. (b) Neither Collateral Agent nor any of its officers, directors, employees, agents, attorneys in fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party party thereto to perform its obligations hereunder or thereunder. Neither Collateral Agent shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. (c) Each Lender expressly acknowledges that neither Collateral Agent nor any of its officers, directors, employees, agents, attorneys in fact or affiliates have made any representations or warranties to it and that no act by either Collateral Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute a representation or warranty by such Collateral Agent to any Lender. Each Lender represents to the Collateral Agent appointed by it that it has, independently and without reliance upon such Collateral Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon either Collateral Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties and their affiliates. Neither Collateral Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of such Collateral Agent or any of its officers, directors, employees, agents, attorneys in fact or affiliates. (d) Each Lender agrees to indemnify the Collateral Agent appointed by it and the Designated Agent, if any, in its respective capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to its respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Revolving Commitments shall have terminated and the Revolving Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Collateral Agent or the Designated Agent in any way relating to or arising out of, the Revolving Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Collateral Agent or the Designated Agent under or in connection with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Collateral Agent’s or the Designated Agent’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Revolving Loans and all other amounts payable hereunder.

The Collateral Agents. It is understood and agreed that (ai) Sprint Spectrum hereby irrevocably designates MSSF is entering into this Agreement it its capacity as Credit Agreement Collateral Agent and appoints the Sprint rights, powers, privileges and protections afforded to the “Administrative Agent” under Section 12 of the Credit Agreement shall also apply to MSSF as Credit Agreement Collateral Agent hereunder, (ii) Union Bank is entering into this Agreement in its capacity as Initial Additional Collateral Agent and the rights, powers, privileges and protections afforded to the “Collateral Agent” under Section 10.02 of the Initial Additional First-Lien Indenture shall also apply to Union Bank as Initial Additional Collateral Agent hereunder and (iii) each other additional Collateral Agent for any other Series of Additional First-Lien Obligations shall enter into this Agreement in its capacity as Collateral Agent and the rights, powers, privileges and protections afforded to the “Agent” (or such similar term) under the applicable Additional First-Lien Document shall also apply to such Collateral Agent hereunder. In addition, but not in substitution of the foregoing and except as expressly provided in this Agreement, (x) the Credit Agreement Collateral Agent shall not be subject to any fiduciary, trust or other implied duties to the Initial Additional Collateral Agent, for the benefit of the Secured Parties, as an agent of such Secured Parties under the Security Documents, and Sprint Spectrum irrevocably authorizes the Sprint Collateral Agent, in such capacity, to take such action on its behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to it by the terms of the Security Documents, together with such other powers as are reasonably incidental thereto. Virgin hereby irrevocably designates and appoints the Virgin Collateral Agent, for the benefit of the Secured Parties, as an agent of such Secured Parties under the Security Documents, and Virgin irrevocably authorizes the Virgin Collateral Agent, in such capacity, to take such action on its behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to it by the terms of the Security Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in the Security Documents, neither Collateral Agent shall have any duties or responsibilities, except those expressly set forth in the Security Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Security Documents or otherwise exist against the Collateral Agents. Each Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Collateral Agent shall be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care. (b) Neither Collateral Agent nor any of its officers, directors, employees, agents, attorneys in fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party party thereto to perform its obligations hereunder or thereunder. Neither Collateral Agent shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. (c) Each Lender expressly acknowledges that neither Collateral Agent nor any of its officers, directors, employees, agents, attorneys in fact or affiliates have made any representations or warranties to it and that no act by either Collateral Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute a representation or warranty by such Collateral Agent to any Lender. Each Lender represents to the Collateral Agent appointed by it that it has, independently and without reliance upon such Collateral Agent or any Additional Secured Party other Lenderthan the Credit Agreement Secured Parties, and based on such documents and information as it has deemed appropriate(y) the Initial Additional Collateral Agent shall not be subject to any fiduciary, made its own appraisal of and investigation into trust or other implied duties to the businessCredit Agreement Collateral Agent, operations, property, financial and any other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon either Collateral Agent or any First-Lien Secured Parties other Lender, and based on such documents and information as it shall deem appropriate at than the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Initial Additional Secured Parties and their affiliates. Neither (z) each other Collateral Agent shall have not be subject to any duty or responsibility to provide any Lender with any credit fiduciary, trust or other information concerning implied duties to the businessCredit Agreement Collateral Agent, operationsthe Initial Additional Collateral Agent, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of such other Collateral Agent or any of its officers, directors, employees, agents, attorneys in fact or affiliates. (d) Each Lender agrees to indemnify First-Lien Secured Parties other than the Collateral Agent appointed by it and the Designated Agent, if any, in its respective capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation Additional First-Lien Secured Parties of the Borrower to do so), ratably according to its respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Revolving Commitments shall have terminated and the Revolving Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Collateral Agent or the Designated Agent in any way relating to or arising out of, the Revolving Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Collateral Agent or the Designated Agent under or in connection with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Collateral Agent’s or the Designated Agent’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Revolving Loans and all other amounts payable hereunderapplicable Series.

The Collateral Agents. It is understood and agreed that (ai) Sprint Spectrum hereby irrevocably designates MSSF is entering into this Agreement it its capacity as Credit Agreement Collateral Agent and appoints the Sprint rights, powers, privileges and protections afforded to the “Administrative Agent” under Section 12 of the Credit Agreement shall also apply to MSSF as Credit Agreement Collateral Agent hereunder, (ii) Union Bank is entering into this Agreement in its capacity as Initial Additional Collateral Agent and the rights, powers, privileges and protections afforded to the “Collateral Agent” under Section 10.02 of the Initial Additional First-Lien Indenture shall also apply to Union Bank as Initial Additional Collateral Agent hereunder, (iii) Wilmington Trust is entering into this Agreement in its capacity as Second-Lien Notes Collateral Agent and the rights, powers, privileges and protections afforded to the “Collateral Agent” under Section 10.02 of the Second-Lien Notes Indenture shall also apply to Wilmington Trust as Second-Lien Notes Collateral Agent hereunder, (iv) each other additional First-Lien Collateral Agent for any other Series of Additional First-Lien Obligations shall enter into this Agreement in its capacity as Collateral Agent and the rights, powers, privileges and protections afforded to the “Agent” (or such similar term) under the applicable Additional First-Lien Document shall also apply to such Collateral Agent hereunder and (v) each other additional Second-Lien Collateral Agent for any other Series of Additional Second-Lien Obligations shall enter into this Agreement in its capacity as Collateral Agent and the rights, powers, privileges and protections afforded to the “Agent” (or such similar term) under the applicable Additional Second-Lien Document shall also apply to such Collateral Agent hereunder. In addition, but not in substitution of the foregoing and except as expressly provided in this Agreement, (1) the Credit Agreement Collateral Agent shall not be subject to any fiduciary, trust or other implied duties to the Initial Additional Collateral Agent, for the benefit of the Secured Parties, as an agent of such Secured Parties under the Security Documents, and Sprint Spectrum irrevocably authorizes the Sprint any other Collateral Agent, in such capacityany Additional First-Lien Secured Party or any Second-Lien Secured Party, (2) the Initial Additional Collateral Agent shall not be subject to take such action on its behalf under any fiduciary, trust or other implied duties to the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to it by the terms of the Security Documents, together with such other powers as are reasonably incidental thereto. Virgin hereby irrevocably designates and appoints the Virgin Credit Agreement Collateral Agent, for the benefit of the Secured Parties, as an agent of such Secured Parties under the Security Documents, and Virgin irrevocably authorizes the Virgin any other Collateral Agent, in such capacityany First-Lien Secured Party (other than the Initial Additional Secured Parties) or any Second-Lien Secured Party, to take such action on its behalf under (3) the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to it by the terms of the Security Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in the Security Documents, neither Second-Lien Notes Collateral Agent shall have not be subject to any fiduciary, trust or other implied duties or responsibilitiesto the Credit Agreement Collateral Agent, except those expressly set forth in the Security Documents, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Security Documents or otherwise exist against the Collateral Agents. Each Collateral Agent may execute any of its duties under this Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither Collateral Agent shall be responsible for the negligence or misconduct of any agents or attorneys in fact selected by it with reasonable care. (b) Neither Collateral Agent nor any of its officers, directors, employees, agents, attorneys in fact or affiliates shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct) or (ii) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by such Collateral Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan Party party thereto to perform its obligations hereunder or thereunder. Neither Collateral Agent shall be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party. (c) Each Lender expressly acknowledges that neither Collateral Agent nor any of its officers, directors, employees, agents, attorneys in fact or affiliates have made any representations or warranties to it and that no act by either Collateral Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute a representation or warranty by such Collateral Agent to any Lender. Each Lender represents to the Collateral Agent appointed by it that it has, independently and without reliance upon such Collateral Agent or any First-Lien Secured Party or any Additional Second-Lien Party and (4) each Collateral Agent shall not be subject to any fiduciary, trust or other Lenderimplied duties to the Credit Agreement Collateral Agent, and based on such documents and information as it has deemed appropriatethe Initial Additional Collateral Agent, made its own appraisal of and investigation into the businessSecond-Lien Notes Collateral Agent, operations, property, financial and any other condition and creditworthiness of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon either Collateral Agent or any First-Lien Secured Parties or any Secured Parties other Lender, and based on such documents and information as it shall deem appropriate at than the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness Secured Parties of the Loan Parties and their affiliates. Neither Collateral Agent shall have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of such Collateral Agent or any of its officers, directors, employees, agents, attorneys in fact or affiliatesapplicable Series. (d) Each Lender agrees to indemnify the Collateral Agent appointed by it and the Designated Agent, if any, in its respective capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to its respective Aggregate Exposure Percentages in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Revolving Commitments shall have terminated and the Revolving Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Collateral Agent or the Designated Agent in any way relating to or arising out of, the Revolving Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Collateral Agent or the Designated Agent under or in connection with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Collateral Agent’s or the Designated Agent’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Revolving Loans and all other amounts payable hereunder.