Action by Collateral Agent Clause Samples
Action by Collateral Agent. Subject to the Equal Priority Intercreditor Agreement, notwithstanding anything to the contrary set forth herein, the Collateral Agent shall not: (A) be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing; and (B) have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to any Obligor, or any Subsidiary or Affiliate thereof, that is communicated to, or obtained by, the Person serving as the Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default is given in writing to the Collateral Agent by a Secured Party, and the Collateral Agent shall not be responsible for, or have any duty to ascertain or inquire into: (I) any statement, warranty or representation made in, or in connection with, this Agreement, any other Loan Document, or the 2026 First Lien Notes Indenture; (II) the contents of any certificate, report, or other document delivered under, or in connection with, this Agreement, any other Loan Document, or the 2026 First Lien Notes Indenture; (III) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in this Agreement, any other Loan Document, the 2026 First Lien Notes Indenture, or the occurrence of any Default or Event of Default; (IV) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document, the 2026 First Lien Notes Indenture, or any other agreement, instrument or document, or the creation, perfection or priority of any Lien created, or purported to be created, by the Collateral Documents; (V) the value or the sufficiency of any Collateral; or (VI) the satisfaction of any condition set forth in this Agreement, any other Loan Document, or the 2026 First Lien Notes Indenture, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent.
Action by Collateral Agent. Absent written instructions from the Required Holders at a time when an Event of Default shall have occurred and be continuing, the Collateral Agent shall have no obligation to take any actions under the Security Documents.
Action by Collateral Agent. The obligations of the Collateral Agent hereunder and under the Security Documents are only those expressly set forth herein and therein. Notwithstanding anything contained herein or in any Financing Document to the contrary, the Collateral Agent shall not be required to take any action with respect to any Default or Event of Default, except as expressly provided herein.
Action by Collateral Agent. (a) At any time after the earlier of the Noteholders' receipt of an Event of Default Notice and the Noteholders becoming aware of an Event of Default, and prior to 30 Trading Days after such Event of Default is cured, holders of Notes representing at least 25% of the aggregate principal amount of the Notes then outstanding (the "REQUESTING NOTEHOLDERS") may request the Collateral Agent to take steps to enforce the Liens constituted by the Security Documents by delivering a written request to the Collateral Agent (the "ENFORCEMENT REQUEST"). The Enforcement Request shall indicate the specific enforcement steps the Requesting Noteholders request the Collateral Agent to take.
(b) As soon as practicable after receipt of an Enforcement Request, the Collateral Agent shall send a copy of such Enforcement Request to each Noteholder in accordance with Sections 18 and 19 hereof. If the Required Holders do not direct the Collateral Agent not to act upon the Enforcement Request, by written notice received by the Collateral Agent within 2 Business Days after receipt or deemed receipt by the Noteholders (other than the Requesting Noteholders) of a copy of the Enforcement Request pursuant to (a) above, the Enforcement Request shall become effective, and subject to the terms of this Agreement, the Collateral Agent shall take steps to enforce the Liens constituted by the Security Documents in accordance with the Enforcement Request.
(c) At any time after an Enforcement Request becomes effective, the Requesting Holders may request the Collateral Agent to take further enforcement steps by delivering a further Enforcement Request to the Collateral Agent and the foregoing provisions shall apply equally to such further Enforcement Request.
(d) Subject to the terms of this Agreement, the Collateral Agent shall exercise or refrain from exercising any rights which may be vested in it on behalf of the Secured Parties by and under this agreement and the Security Documents and otherwise deal with the Security Documents and any assets, rights or benefits thereunder in accordance with, as applicable: (i) an effective Enforcement Request; (ii) with respect to any matter not governed by an effective Enforcement Request and not subject to (iii) below, the written direction of the Required Holders or (iii) with respect to the release of any guarantee or the release of the Liens constituted by the Security Documents over all or substantially all of the Collateral, the written direction of a...
Action by Collateral Agent. In taking any action on behalf of the Lenders and exercising such powers and performing such duties under this Agreement and the Collateral Documents as are granted to the Collateral Agent hereunder and thereunder, except to the extent otherwise provided under herein or in the Documents, the Collateral Agent shall act in each case in accordance with the instructions of the Majority Lenders; provided, however, that, notwithstanding any provision to the contrary herein or in any other Document, without the consent of all Lenders, the Collateral Agent shall not, and may not be directed to, release any of the Collateral or terminate any Collateral Document, except in connection with a sale or other disposition of Collateral as contemplated by or permitted under the Convertible Loan Agreement or any Collateral Document (including as a result of a exercise of any rights or remedies in
Action by Collateral Agent. 43 Section 8.3
Action by Collateral Agent. Subject to the other terms and conditions hereof, so long as Collateral Agent shall be entitled, pursuant to Section 10.6 hereof, to assume that no Default or Event of Default shall have occurred and be continuing, Collateral Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights that may be vested in it by, or with respect to taking or refraining from taking any action or actions that it may be able to take under or in respect of, this Agreement. Collateral Agent shall incur no liability under or in respect of this Agreement by acting upon any notice, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties, or with respect to anything that it may do or refrain from doing in the reasonable exercise of its judgment, or that may seem to it to be necessary or desirable in the premises. Without limiting the foregoing, no Lender shall have any right of action whatsoever against Collateral Agent as a result of Collateral Agent’s acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders.
Action by Collateral Agent. The obligations of the Collateral Agent hereunder and under the Financing Documents are only those expressly set forth herein and therein. Notwithstanding anything contained herein or in any Financing Document to the contrary, the Collateral Agent shall not be required to take any action with respect to any Default, Event of Default, Acceleration or Bankruptcy Event, except as expressly provided herein and therein. Consultation with Experts. The Collateral Agent may consult with legal counsel, independent public accountants and any other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.
Action by Collateral Agent. For so long as the Collateral Agent comprises more than one person, any action, proceeding, document, or notice required or desired to be taken, issued, executed or served by the Collateral Agent, shall only be effective if taken, issued executed or served by them unanimously and jointly and not severally. Any notice or proceeding to be served or issued upon or against the Collateral Agent shall only be effective if served on each person comprising the Collateral Agent.
Action by Collateral Agent. A. The Collateral Agent has only those obligations under the Credit Documents and this Agreement as are expressly set forth therein and herein.
B. EXCEPT for any obligation expressly set forth in the Credit Documents and this Agreement, the Collateral Agent may, but shall not be required to, exercise its discretion to act or not act.
C. The Collateral Agent shall have no liability to any Secured Creditor for acting as instructed by the Required Creditors, or for refraining from acting, if so instructed by the Required Creditors pursuant to Section 3.1, notwithstanding any other provision hereof.