Common use of Representative of Secured Parties Clause in Contracts

Representative of Secured Parties. (a) In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into the Pari Passu Intercreditor Agreement, the Pledge Agreement and each other Security Document (if any) to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Security Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Security Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations in accordance with Section 6.03(o), Section 6.03(g) or otherwise as agreed by the Borrower in writing in its sole discretion, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf 127 Cleco CorporationCorporate Holdings LLC Credit Agreement of the Secured Parties any Financing Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Financing Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale, transfer or Disposition of assets constituting Collateral which is permitted pursuant to the terms of any Financing Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold, transferred or Disposed; provided, however, that (x) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. (d) In accordance with Section 8.01 of the Pari Passu Intercreditor Agreement, the Administrative Agent and the Lenders hereby designate and appoint ▇▇▇▇▇ Fargo Bank, N.A. as the Collateral Agent under the Pari Passu Intercreditor Agreement and the Pledge Agreement, vested with all the authority, rights, powers, duties and obligations of the Collateral Agent thereunder. By its execution thereof, ▇▇▇▇▇ Fargo Bank, N.A. will accept such designation and appointment.

Representative of Secured Parties. (a) In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into the Pari Passu Intercreditor Agreement, the Pledge Agreement and each other Security Document (if 106 Cleco Corporation Credit Agreement any) to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Security Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Security Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations in accordance with Section 6.03(o), Section 6.03(g) or otherwise as agreed by the Borrower in writing in its sole discretion, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf 127 Cleco CorporationCorporate Holdings LLC Credit Agreement of the Secured Parties any Financing Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Financing Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale, transfer or Disposition of assets constituting Collateral which is permitted pursuant to the terms of any Financing Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold, transferred or Disposed; provided, however, that (x) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. (d) In accordance with Section 8.01 of the Pari Passu Intercreditor Agreement, the Administrative Agent and the Lenders hereby designate and appoint ▇▇▇▇▇ Fargo Bank, N.A. as the Collateral Agent under the Pari Passu Intercreditor Agreement and the Pledge Agreement, vested with all the authority, rights, powers, duties and obligations of the Collateral Agent thereunder. By its execution thereof, ▇▇▇▇▇ Fargo Bank, N.A. will accept such designation and appointment.

Representative of Secured Parties. 98 Cleco Corporate Holdings LLC 2016 Term Loan Credit Agreement (a) In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into the Pari Passu Intercreditor Agreement, the Pledge Agreement and each other Security Document (if any) to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Security Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Security Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations in accordance with Section 6.03(o), Section 6.03(g) or otherwise as agreed by the Borrower in writing in its sole discretion, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf 127 Cleco CorporationCorporate Holdings LLC Credit Agreement of the Secured Parties any Financing Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Financing Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale, transfer or Disposition of assets constituting Collateral which is permitted pursuant to the terms of any Financing Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold, transferred or Disposed; provided, however, that (x) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. (d) In accordance with Section 8.01 of the Pari Passu Intercreditor Agreement, the Administrative Agent and the Lenders hereby designate and appoint ▇▇▇▇▇ Fargo Bank, N.A. as the Collateral Agent under the Pari Passu Intercreditor Agreement and the Pledge Agreement, vested with all the authority, rights, powers, duties and obligations of the Collateral Agent thereunder. By its execution thereof, ▇▇▇▇▇ Fargo Bank, N.A. will accept such designation and appointment.99 Cleco Corporate Holdings LLC 2016 Term Loan Credit Agreement

Representative of Secured Parties. (a) In its capacity, the Administrative Agent is a “representative” of the Secured Parties within the meaning of the term “secured party” as defined in the New York Uniform Commercial Code. Each Lender authorizes the Administrative Agent to enter into the Pari Passu Intercreditor Agreement, the Pledge Agreement and each other Security Document (if any) to which it is a party and to take all action contemplated by such documents. Each Lender agrees that no Secured Party (other than the Administrative Agent) shall have the right individually to seek to realize upon the security granted by any Security Document, it being understood and agreed that such rights and remedies may be exercised solely by the Administrative Agent for the benefit of the Secured Parties upon the terms of the Security Documents. (b) In the event that any Collateral is hereafter pledged by any Person as collateral security for the Secured Obligations in accordance with Section 6.03(o), Section 6.03(g) or otherwise as agreed by the Borrower in writing in its sole discretion, the Administrative Agent is hereby authorized, and hereby granted a power of attorney, to execute and deliver on behalf 127 Cleco CorporationCorporate Holdings LLC Credit Agreement of the Secured Parties any Financing Documents necessary or appropriate to grant and perfect a Lien on such Collateral in favor of the Administrative Agent on behalf of the Secured Parties. (c) The Lenders hereby authorize the Administrative Agent, at its option and in its discretion, to release any Lien granted to or held by the Administrative Agent upon any Collateral (i) as described in Section 9.02(d); (ii) as permitted by, but only in accordance with, the terms of the applicable Financing Document; or (iii) if approved, authorized or ratified in writing by the Required Lenders, unless such release is required to be approved by all of the Lenders hereunder. Upon request by the Administrative Agent at any time, the Lenders will confirm in writing the Administrative Agent’s authority to release particular types or items of Collateral pursuant hereto. Upon any sale, transfer or Disposition of assets constituting Collateral which is permitted pursuant to the terms of any Financing Document, or consented to in writing by the Required Lenders or all of the Lenders, as applicable, and upon at least five (5) Business Days’ prior written request by the Borrower to the Administrative Agent, the Administrative Agent shall (and is hereby irrevocably authorized by the Lenders to) execute such documents as may be necessary to evidence the release of the Liens granted to the Administrative Agent for the benefit of the Secured Parties herein or pursuant hereto upon the Collateral that was sold, transferred or Disposed; provided, however, that (x) the Administrative Agent shall not be required to execute any such document on terms which, in the Administrative Agent’s opinion, would expose the Administrative Agent to liability or create any obligation or entail any consequence other than the release of such Liens without recourse or warranty, and (y) such release shall not in any manner discharge, affect or impair the Secured Obligations or any Liens upon (or obligations of the Borrower or any Subsidiary in respect of) all interests retained by the Borrower or any Subsidiary, including (without limitation) the proceeds of the sale, all of which shall continue to constitute part of the Collateral. (d) In accordance with Section 8.01 of the Pari Passu Intercreditor Agreement, the Administrative Agent and the Lenders hereby designate and appoint ▇▇▇▇▇ Fargo Bank, N.A. as the Collateral Agent under the Pari Passu Intercreditor Agreement and the Pledge Agreement, vested with all the authority, rights, powers, duties and obligations of the Collateral Agent thereunder. By its execution thereofof the Accession Agreement referred to in Section 4.01(b), ▇▇▇▇▇ Fargo Bank, N.A. will accept such designation and appointment.