Action by Collateral Agent. The Collateral Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby that the Collateral Agent is required to exercise in writing as directed by the Required Lenders (or such other number or percentage of the Lenders as provided in Section 7.1), and (c) except as expressly set forth herein, the Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the bank serving as Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as provided in Section 7.1) or otherwise. The Collateral Agent shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Collateral Agent by another 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 or any other Loan Document, (ii) the contents of any certificate, report or other document delivered under or in connection with this Agreement or any other Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in any other Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, the other Loan Documents or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in any other Loan Document, 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. Any right or remedy granted the Pledgee hereunder may (at the Pledgee’s direction) be exercised on the Pledgee’s behalf by the Collateral Agent as fully as if such right were exercised by the Pledgee directly.
Action by Collateral Agent. The Collateral Agent shall be entitled to rely on any notice received by it from the Agent Bank, any Bank or the Borrower stating that any Event of Default shall have occurred and shall not be under any duty or responsibility to make any independent verification of such statement.
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. 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. Except as expressly set forth in this Section 2.12, Collateral Agent shall not be responsible for the value, form, validity, priority, enforceability or effectiveness of any interest of the Note Holders in the Collateral, provided, however, Collateral Agent shall (i) maintain and protect all certificated securities in its possession that are held as Collateral and (ii) file all UCC Financing Statements, UCC Amendments, UCC Continuation Statements and related documents as they become necessary to maintain and protect Collateral Agent's and the Note Holders' security interest in the Collateral, as applicable, due to certain changes in the status of the Company, including but not limited to (A) a change in the Company's legal name, (B) a change in the Company's chief executive office, (C) a change in the location of any the Collateral or (D) the addition of new classes of Collateral, provided, further, that Collateral Agent shall have no affirmative obligation to ascertain the necessity to file any such UCC Amendment or UCC Financing Statement.
Action by Collateral Agent. The Lenders and the Collateral Agent agree that, until the Term Loans shall have been paid in full, the Collateral Agent shall not take any action towards the collection of any or all of the Term Loans, the foreclosure of any security interest securing the Term Loan, or enforcement of any rights, powers or remedies under the Term Loans (collectively "Collection Actions") other than in accordance with the terms of this Agreement. Prior to taking any Collection Action the Collateral Agent shall give notice, via overnight mail by a nationally recognized overnight carrier, or via certified mail return receipt requested, to each of the other Lenders. Each such notice shall be marked with the following legend on the outside of the envelope and at the top of such notice:
