Capacity of Collateral Agent. As a determining reason for the willingness of Pledgee and the Exit Debt Financing Secured Parties to execute the Exit Debt Financing Documents to which they are a party, Pledgors and Issuers in this act, expressly and irrevocably, acknowledge that (i) Pledgee, as Collateral Agent (or any successor agent duly designated in accordance with the Exit Debt Financing Documents), has the necessary appointments, legal capacity and powers to act on behalf of and for the benefit of the Exit Debt Financing Secured Parties, for anything relating to or arising from this Agreement, either directly or through its agents; and (ii) waive their rights to submit or initiate any action aimed at challenging the existence, appointment, legal capacity or otherwise, and the powers of Pledgee to act on behalf of and for the benefit of the Exit Debt Financing Secured Parties, for all matters arising out of or in connection with this Agreement, in accordance with the terms of this Agreement, the Appointment of the Collateral Agent, and the other Exit Debt Financing Documents. In connection with the performance of its obligations and the exercise of its rights under this Agreement, the Collateral Agent shall enjoy all the rights, prerogatives and benefits set out in the Indenture, including the right to request instruction from the Trustee or the Secured Parties of the Exit Debt Financing to carry out any acts to be performed hereunder. In the event of a conflict between the Indenture and this Agreement with respect to the Guarantees, the provisions of the Indenture with respect to the actions of the Collateral Agent shall prevail.
Capacity of Collateral Agent. The Pledgors hereby (i) expressly acknowledge that the Pledgee has all necessary appointments, legal capacity and authority to act on behalf of the Secured Parties for all matters arising from or relating to this Agreement; and (ii) expressly waive their rights to carry out any action challenging the legal existence, appointments, legal or other capacity and authority of the Pledgee to act on behalf of the Secured Parties. The rights, duties, privileges, protections and benefits of the Pledgee as Collateral Agent set forth in the First Lien Intercreditor Agreement are hereby incorporated herein by reference and made a part hereof. Each of the Pledgors agrees that all acts to be executed by such Pledgor under this Agreement shall be in accordance with the terms and conditions of the Intercreditor Arrangements.
Capacity of Collateral Agent. The Collateral Agent has entered into this Indenture and any document delivered in connection herewith in its capacity as collateral agent of the Holders (and in such capacity is herein only referred to as the "Collateral Agent"). Whenever any reference is made in this Indenture or in any document delivered in connection herewith, to an act to be performed by the Collateral Agent such reference shall be construed and applied for all purposes as if it referred to an act to be performed by the Collateral Agent for and on behalf of the Holders and not in its personal capacity. Any and all of the representations, undertakings, covenants, indemnities, agreements and other obligations (in this section, collectively "obligations") made on the part of the Collateral Agent herein or therein are made and intended not as personal obligations of or by Computershare Trust Company of Canada or for the purpose or with the intention of binding Computershare Trust Company of Canada in its personal capacity, but are made and intended for the purpose of binding only the Collateral Agent in its capacity as agent for the Holders and the Collateral. No property or assets of Computershare Trust Company of Canada, whether owned beneficially by it in its personal capacity or otherwise, will be subject to levy, execution or other enforcement procedures with regard to any of the Collateral Agent’s obligations hereunder or thereunder, other than any levy, execution or other enforcement procedures for the gross negligence or wilful misconduct of the Collateral Agent. No recourse may be had or taken, directly or indirectly, against Computershare Trust Company of Canada in its personal capacity, or any incorporator, shareholder, officer, director, employee or agent of Computershare Trust Company of Canada or of any predecessor or successor of Computershare Trust Company of Canada, with regard to the Collateral Agent’s obligations hereunder.
Capacity of Collateral Agent. As an essential inducement (motivo determinate de la voluntad) to the Lenders for the making of the Loans and the issuance of Letters of Credit, (i) each Pledgor hereby expressly and irrevocably acknowledges that the Collateral Agent has all necessary appointments, legal capacity and authority to act in the name and on behalf of the Lenders for all matters arising from or relating to this Agreement; and (ii) each Pledgor hereby expressly and irrevocably waives its rights to carry out any action challenging the legal existence, appointments, legal or other capacity and authority of the Collateral Agent to act in the name and on behalf of the Lenders for such matters.
Capacity of Collateral Agent. The relationship between the Collateral Agent and the Lenders is and shall be that of principal and agent only, and nothing herein shall be construed to constitute the Collateral Agent a trustee for a holder of any of the Indebtedness or of a participation therein, nor to impose on the Collateral Agent duties and obligations other than those expressly provided for herein and in the Collateral Agreements or as the Lenders shall otherwise jointly direct. Each Lender, their respective successors and assigns and each subsequent holder of any of the Indebtedness by its acceptance thereof, agrees that the Collateral Agent and any nominee, designee, trustee or agent acting for the Collateral Agent will be indemnified (to the extent not reimbursed by the Company) with the first proceeds from the Collateral from and against any and all losses, claims, damages, liabilities, and expenses which may be imposed on, incurred by, or asserted against the Collateral Agent, or any such nominee, designee, trustee or agent, in any way related to or arising out of its status as Collateral Agent under this Agreement or any of the Collateral Agreements or in any way related to or arising out of any such nominee, designee, trustee or agent so acting for the Collateral Agent, except any such losses, claims, damages, liabilities, or expenses resulting from the COLLATERAL SHARING AND AGENCY AGREEMENT SEVEN SEAS PETROLEUM INC. - 2 - gross negligence or willful misconduct of the Collateral Agent or any such nominee, designee, trustee or agent.
Capacity of Collateral Agent. (a) The Collateral Agent declares that it will hold the Australian Security Agreements and any other property accepted by it to be held as trustee on trust at any time for itself and the persons who are Canadian Secured Parties from the date of this Deed and, unless ended earlier, until the day before the eightieth anniversary of the date of this Deed.
Capacity of Collateral Agent. The Collateral Agent enters into this Deed as trustee for the Canadian Secured Parties pursuant to and in accordance with Section 8 of the Credit Agreement.
Capacity of Collateral Agent. 76 Section 11.6
Capacity of Collateral Agent. The Collateral Agent has entered into this Indenture and any document delivered in connection herewith in its capacity as collateral agent of the Holders (and in such capacity is herein only referred to as the “Collateral Agent”). Whenever any reference is made in this Indenture or in any document delivered in connection herewith, to an act to be performed by the Collateral Agent such reference shall be construed and applied for all purposes as if it referred to an act to be performed by the Collateral Agent for and on behalf of the Holders and not in its personal capacity. Any and all of the representations, undertakings, covenants, indemnities, agreements and other obligations (in this section, collectively “obligations”) made on the part of the Collateral Agent herein or therein are made and intended not as personal obligations of or by ** Trust Company or for the purpose or with the intention of binding ** Trust Company in its personal capacity, but are made and intended for the purpose of binding only the Collateral Agent in its capacity as agent for the Holders and the Collateral. No property or assets of ** Trust Company, whether owned beneficially by it in its personal capacity or otherwise, will be subject to levy, execution or other enforcement procedures with regard to any of the Collateral Agent’s obligations hereunder or thereunder, other than any levy, execution or other enforcement procedures for the gross negligence or wilful misconduct of the Collateral Agent. No recourse may be had or taken, directly or indirectly, against Alliance Trust Company in its personal capacity, or any incorporator, shareholder, officer, director, employee or agent of Alliance Trust Company or of any predecessor or successor of Alliance Trust Company, with regard to the Collateral Agent’s obligations hereunder.
