Common use of Duties as Agent Clause in Contracts

Duties as Agent. Without limiting the generality of Section 8.01(a), the Administrative Agent shall have the sole and exclusive right and authority (to the exclusion of the 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 the Transaction Documents, and each Person making any payment in connection with any Transaction Document to any Secured Party is hereby authorized to make such payment to the Administrative Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured Party), (iii) act as collateral agent for each Secured Party for purposes of acquiring, holding, enforcing and perfecting all Liens created by the Transaction Documents 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 Transaction Documents, (vi) except as may be otherwise specified in any Transaction Document, exercise all remedies given to the Administrative Agent and the other Secured Parties with respect to the Collateral, whether under the Transaction Documents, applicable Laws or otherwise and (vii) execute any amendment, consent or waiver under the Transaction Documents on behalf of any Purchaser that has consented in writing to such amendment, consent or waiver; provided that the Administrative Agent hereby appoints, authorizes and directs each Purchaser to act as collateral sub-agent for the Administrative Agent and the Purchasers for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by any Obligor, 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 the Administrative Agent, and each Purchaser hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. (c)

Duties as Agent. Without limiting the generality of Section 8.01(a), the Administrative Agent shall have the sole and exclusive right and authority (to the exclusion of the 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 the Transaction Documents, and each Person making any payment in connection with any Transaction Document to any Secured Party is hereby authorized to make such payment to the Administrative Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured Party), (iii) act as collateral agent for each Secured Party for purposes of acquiring, holding, enforcing and perfecting all Liens created by the Transaction Documents 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 Transaction Documents, (vi) except as may be otherwise specified in any Transaction Document, exercise all remedies given to the Administrative Agent and the other Secured Parties with respect to the Collateral, whether under the Transaction Documents, applicable Laws or otherwise and (vii) execute any amendment, consent or waiver under the Transaction Documents on behalf of any Purchaser that has consented in writing to such amendment, consent or waiver; provided that the Administrative Agent hereby appoints, authorizes and directs each Purchaser to act as collateral sub-agent for the Administrative Agent and the Purchasers for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by any Obligorthe Company, 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 the Administrative Agent, and each Purchaser hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. (c).

Duties as Agent. Without limiting the generality of Section 8.01(a)9.1(a) above, the Administrative Agent shall have the sole and exclusive right and authority (to the exclusion of the PurchasersLenders), and is hereby authorizedauthorized as provided in this Agreement and the other Loan Documents or as directed in writing by the Required Lenders, to (i) act as the disbursing and collecting agent for the Purchasers with respect to all payments and collections arising in connection with the Transaction Documents, and each Person making any payment in connection with any Transaction Document to any Secured Party is hereby authorized to make such payment to the Administrative Agent, (iia) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Lenders, Agent and their respective Related Parties with respect to any Obligation obligations hereunder or under the other Loan Documents in any bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured other Lender or Related Party), (iiib) act as collateral agent for each Secured Party Lender for purposes of acquiring, holding, enforcing and perfecting the perfection of all Liens created by the Transaction Documents such agreements and all other purposes stated therein, (ivc) manage, supervise and otherwise deal with the Collateral, (vd) 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 and the Transaction other Loan Documents, (vie) except as may be otherwise specified in any Transaction Documentthis Agreement or the other Loan Documents, exercise all remedies given to the Administrative Agent and the other Secured Parties Lenders with respect to the Collateral, whether under this Agreement or the Transaction other Loan Documents, applicable Laws or otherwise otherwise, (f) to credit bid any or all of the obligations on behalf of Lenders in connection with any sale or other disposition of any or all assets or equity of the Loan Parties and (viig) execute any amendment, consent or waiver under this Agreement and the Transaction other Loan Documents (including any subordination agreement) on behalf of any Purchaser the Required Lenders that has have consented in writing to such amendment, consent or waiver; provided provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Purchaser Lenders to act as collateral sub-agent agents for the Administrative Agent and the Purchasers other Lenders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by any ObligorLoan Party with, and cash and cash equivalents Cash Equivalents held by, such PurchaserLenders, 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 the Administrative Agent, Agent and each Purchaser Lenders hereby agrees agree to take such further actions to the extent, and only to the extent, so authorized and directed. (c).

Duties as Agent. Without limiting the generality of Section 8.01(a9.01(a), the Administrative Agent shall have the sole and exclusive right and authority (to the exclusion of the PurchasersLenders), and is hereby authorized, to (i) act as the disbursing and collecting agent for the Purchasers Lenders with respect to all payments and collections arising in connection with the Transaction DocumentsLoan Documents (including in any bankruptcy, insolvency or similar proceeding); provided that (i) the Agent shall only be required to act in such agency capacity if it has notified the Borrower and the Lenders in writing that it has elected to do so, and (ii) so long as the Agent has not delivered any such election notice it shall not be deemed to be acting as a disbursing and collecting agent for any other Lender or Secured Party and no Person (including any Withholding Agent) shall be authorized to make any payment to the Agent for such purpose, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any proceeding described in bankruptcy, insolvency or similar proceeding, and each Person making any payment in connection with any Transaction Loan Document to any Secured Party is hereby authorized to make such payment to the Administrative Agent, (ii) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Parties with respect to any Obligation in any bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured Party), (iii) act as collateral agent for each Secured Party for purposes of acquiring, holding, enforcing and perfecting the perfection of all Liens created by the Transaction Documents 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 Transaction Loan Documents, (vi) except as may be otherwise specified in any Transaction Loan Document, exercise all remedies given to the Administrative Agent and the other Secured Parties with respect to the Collateral, whether under the Transaction Loan Documents, applicable Laws or otherwise and (vii) execute any amendment, consent or waiver under the Transaction Loan Documents on behalf of any Purchaser Lender that has consented in writing to such amendment, consent or waiver; provided that the Administrative Agent hereby appoints, authorizes and directs each Purchaser to act as collateral sub-agent for the Administrative Agent and the Purchasers for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by any Obligor, 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 the Administrative Agent, and each Purchaser hereby agrees to take such further actions to the extent, and only to the extent, so authorized and directed. (c).

Duties as Agent. Without limiting the generality of Section 8.01(a)9.1(a) above, the Administrative Agent shall have the sole and exclusive right and authority (to the exclusion of the PurchasersLenders), and is hereby authorizedauthorized as provided in this Agreement and the other Loan Documents or as directed in writing by the Required Lenders, to (i) act as the disbursing and collecting agent for the Purchasers with respect to all payments and collections arising in connection with the Transaction Documents, and each Person making any payment in connection with any Transaction Document to any Secured Party is hereby authorized to make such payment to the Administrative Agent, (iia) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Lenders, Agent and their respective Related Parties with respect to any Obligation obligations hereunder or under the other Loan Documents in any bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured other Lender or Related Party), (iiib) act as collateral agent for each Secured Party Lender for purposes of acquiring, holding, enforcing and perfecting the perfection of all Liens created by the Transaction Documents such agreements and all other purposes stated therein, (ivc) manage, supervise and otherwise deal with the Collateral, (vd) 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 and the Transaction other Loan Documents, (vie) except as may be otherwise specified in any Transaction Documentthis Agreement or the other Loan Documents, exercise all remedies given to the Administrative Agent and the other Secured Parties Lenders with respect to the Collateral, whether under this Agreement or the Transaction other Loan Documents, applicable Laws or otherwise otherwise, (f) to credit bid any or all of the obligations on behalf of Lenders in connection with any sale or other disposition of any or all assets or equity of the Loan Parties and (viig) execute any amendment, consent or waiver under this Agreement and the Transaction other Loan Documents (including any subordination agreement) on behalf of any Purchaser the Required Lenders that has have consented in writing to such amendment, consent or waiver; provided provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Purchaser Lenders to act as collateral sub-agent agents for the Administrative Agent and the Purchasers other Lenders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by any ObligorLoan Party with, and cash and cash equivalents Cash Equivalents held by, such PurchaserLenders, 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 the Administrative Agent, Agent and each Purchaser Lenders hereby agrees agree to take such further actions to the extent, and only to the extent, so authorized and directed. (c)Presto Credit Agreement 85

Duties as Agent. Without limiting the generality of Section 8.01(a)9.1(a) above, the Administrative Agent shall have the sole and exclusive right and authority (to the exclusion of the PurchasersLenders), and is hereby authorizedauthorized as provided in this Agreement and the other Loan Documents or as directed in writing by the Required Lenders, to (i) act as the disbursing and collecting agent for the Purchasers with respect to all payments and collections arising in connection with the Transaction Documents, and each Person making any payment in connection with any Transaction Document to any Secured Party is hereby authorized to make such payment to the Administrative Agent, (iia) file and prove claims and file other documents necessary or desirable to allow the claims of the Secured Lenders, Agent and their respective Related Parties with respect to any Obligation obligations hereunder or under the other Loan Documents in any bankruptcy, insolvency or similar proceeding (but not to vote, consent or otherwise act on behalf of such Secured other Lender or Related Party), (iiib) act as collateral agent for each Secured Party Lender for purposes of acquiring, holding, enforcing and perfecting the perfection of all Liens created by the Transaction Documents such agreements and all other purposes stated therein, (ivc) manage, supervise and otherwise deal with the Collateral, (vd) 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 and the Transaction other Loan Documents, (vie) except as may be otherwise specified in any Transaction Documentthis Agreement or the other Loan Documents, exercise all remedies given to the Administrative Agent and the other Secured Parties Lenders with respect to the Collateral, whether under this Agreement or the Transaction other Loan Documents, applicable Laws or otherwise otherwise, (f) to credit bid any or all of the obligations on behalf of Lenders in connection with any sale or other disposition of any or all assets or equity of the Loan Parties and (viig) execute any amendment, consent or waiver under this Agreement and the Transaction other Loan Documents (including any subordination agreement) on behalf of any Purchaser the Required Lenders that has have consented in writing to such amendment, consent or waiver; provided provided, however, that the Administrative Agent hereby appoints, authorizes and directs each Purchaser Lenders to act as collateral sub-agent agents for the Administrative Agent and the Purchasers other Lenders for purposes of the perfection of all Liens with respect to the Collateral, including any deposit account maintained by any ObligorLoan Party with, and cash and cash equivalents Cash Equivalents held by, such PurchaserLenders, 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 the Administrative Agent, Agent and each Purchaser Lenders hereby agrees agree to take such further actions to the extent, and only to the extent, so authorized and directed. (c)Presto Credit Agreement 64