Actions of Collateral Agent. The Applicable Authorized Representative shall direct the Collateral Agent in exercising any right, power, discretionary duty or other remedy available to the Collateral Agent under this Agreement or any Security Document and the other Secured Parties shall not have a right to take any actions with respect to the Pledged Collateral or Mortgaged Property. If the Collateral Agent shall not have received appropriate instruction within 10 days of a request therefor from the Applicable Authorized Representative (or such shorter period as reasonably may be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action as it shall deem to be in the best interests of the Secured Parties and the Collateral Agent shall have no liability to any Person for such action or inaction. “Applicable Authorized Representative” shall mean (i) the Trustee so long as the Obligations under the Notes and the Indenture constitute Secured Obligations hereunder, and (ii) thereafter, the Additional Pari Passu Agent representing the series of Indebtedness secured hereby with the greatest outstanding aggregate principal amount.
Actions of Collateral Agent. The Secured Parties holding at least 30% in principal amount of the Secured Obligations outstanding at such time, voting as a single class, shall direct the Collateral Agent in exercising any right, power, discretionary duty or other remedy available to the Collateral Agent under this Agreement or any Security Document in accordance with the terms and limitations contained in the Indenture and the Intercreditor Agreements and the other Secured Parties shall not have a right to take any actions with respect to the Collateral; provided that if the Collateral Agent receives conflicting instructions from more than one group of Secured Parties holding at least 30% in principal amount of the Secured Obligations outstanding at such time, then the instructions from the group representing the largest outstanding principal amount at such time shall control. If the Collateral Agent shall not have received appropriate instruction within 10 days of a request therefor from the applicable Secured Parties (or such shorter period as reasonably may be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action as it shall deem to be in the best interests of the Secured Parties and the Collateral Agent shall have no liability to any Person for such action or inaction. For the avoidance of doubt, any such direction shall be subject to clauses (1) and (2) of Section 512 of the Indenture.
Actions of Collateral Agent. Subject to the Intercreditor Agreement and the Burger King Rights, after the incurrence of any Permitted Additional Pari Passu Obligations (other than the issuance of Additional Notes), the holders of a majority in principal amount of the Secured Obligations (other than holders of Hedging Obligations) will have the right to direct the Collateral Agent, following the occurrence and during the continuation of an Event of Default under the Indenture or the occurrence and continuation of an event of default under any agreement or instrument representing such Permitted Additional Pari Passu Obligations, to foreclose on, or exercise its other rights with respect to, the Pledged Collateral (or exercise other remedies with respect to the Pledged Collateral). Any action taken or not taken without the vote of any holder of Secured Obligations will nevertheless be binding on such holder. Except as provided in the succeeding sentence, in the case of the occurrence and continuation of an Event of Default under the Indenture, or the occurrence and continuation of an event of default under any agreement or instrument representing Permitted Additional Pari Passu Obligations where such remedies arise, the Collateral Agent will only be permitted, subject to applicable law, to exercise remedies and sell Pledged Collateral at the direction of the applicable holders of Secured Obligations as set forth above. If the Collateral Agent has asked the holders of Secured Obligations for instruction and the applicable holders have not yet responded to such request, the Collateral Agent will be authorized to take, but will not be required to take, and will in no event have any liability for taking, any delay in taking or the failure to take, such actions with regard to a default or event which the Collateral Agent, in good faith, believes to be reasonably required to promote and protect the interests of the holders of the Secured Obligations and to preserve the value of the Pledged Collateral; provided that once instructions from the applicable holders of the Secured Obligations have been received by the Collateral Agent, together with indemnity and security satisfactory to the Collateral Agent if requested by the Collateral Agent, the actions of the Collateral Agent will be governed thereby and the Collateral Agent will not take any further action which would be contrary thereto.
Actions of Collateral Agent. Subject to Section 6 hereof and except as specifically set forth in Sections 1 and 2 hereof, the Collateral Agent shall not take any action in connection with the Debentures, the Mortgages or the Xxxxx Fargo Intercreditor Agreement, including, but not limited to amending the Xxxxx Fargo Intercreditor Agreement, or acting upon the real property underlying the Mortgages unless instructed in writing to do so by the Investors holding in excess of 50% of the Ownership Interests.
Actions of Collateral Agent. All actions taken by Collateral Agent hereunder shall be taken at the direction of the Required Banks (as defined in the Credit Agreement).
Actions of Collateral Agent. The Applicable First Lien Representative shall direct the Collateral Agent in exercising any right, power, discretionary duty or other remedy available to the Collateral Agent under this Security Agreement or any Security Document and the other Secured Parties shall not have a right to take any actions with respect to the Collateral. If the Collateral Agent shall not have received appropriate instruction within 10 days of a request therefor from the Applicable First Lien Representative (or such shorter period as reasonably may be specified in such notice or as may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action as it shall deem to be in the best interests of the Secured Parties and the Collateral Agent shall have no liability to any Person for such action or inaction.
Actions of Collateral Agent. As long as any Secured Party, including any Additional Purchaser which may become a Secured Party in accordance with this Agreement and the Purchase Agreement, holds any outstanding Notes, Collateral Agent shall not take any material actions in relation to this Agreement or the Notes, including without limitation any action under Sections 9(b) and (c) or any material action under Section 7 in respect to enforcing the payment under the Notes or the exercise of any other remedies under this Agreement, without the written consent of the Secured Parties representing a majority of the aggregate face value of the Notes then outstanding, including any Notes currently held by the Collateral Agent, which consent shall not be unreasonably withheld.
Actions of Collateral Agent. Notwithstanding anything to the contrary contained herein, all actions of the Collateral Agent hereunder (including the exercise of the remedies set forth in Section 9 hereof) shall be taken in accordance with the Intercreditor Agreement.
Actions of Collateral Agent. Except as may otherwise be specifically provided in the Indenture or any Collateral Document, with respect to any act, or refraining from acting, that is discretionary with the Collateral Agent in accordance with the terms of any Indenture Document, the Collateral Agent will act or refrain from acting in accordance with the written instructions of the Holders of a majority in aggregate principal amount of the Notes then outstanding.
Actions of Collateral Agent. Upon the termination of the Collateral Agent’s Liens and the release of the Collateral in accordance with subsection (a) of this Section, the Collateral Agent will promptly at the Borrowers’ written request and expense, (i) execute and deliver to the Borrowers or the Pledgor such documents as the Borrowers or the Pledgor shall reasonably request to evidence the termination of such security interest or the release of the Collateral and (ii) deliver or cause to be delivered to the Borrowers or the Pledgor all property of the Borrowers and the Pledgor constituting Collateral and then held by Collateral Agent or any agent thereof.
