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.

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 any other Collateral Agent or any Additional Secured Party other than the benefit of the Credit Agreement Secured Parties, as an agent of such Secured Parties under (y) the Security DocumentsInitial Additional Collateral Agent shall not be subject to any fiduciary, and Sprint Spectrum irrevocably authorizes trust or other implied duties to the Sprint Credit Agreement Collateral Agent, in such capacityany other Collateral Agent or any First-Lien Secured Parties other than the Initial Additional Secured Parties and (z) each other Collateral Agent shall not be subject to any fiduciary, trust or other implied duties 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 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 Initial Additional Collateral Agent, in such capacity, to take such action on its behalf under any other Collateral Agent or any First-Lien Secured Parties other than the provisions Additional First-Lien Secured Parties 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 careapplicable 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, any other Collateral Agent or any fiduciary relationship with First-Lien Secured Party or any Lender, Additional Second-Lien Party 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 (4) each Collateral Agent shall not be responsible for subject to any fiduciary, trust or other implied duties to the negligence Credit Agreement Collateral Agent, the Initial Additional Collateral Agent, the Second-Lien Notes Collateral Agent, any other Collateral Agent or misconduct any First-Lien Secured Parties or any Secured Parties other than the Secured Parties of any agents or attorneys in fact selected by it with reasonable carethe applicable Series.