Certain Rights of Collateral Agent. Except as otherwise provided in Section 5.01: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) any request or direction of National Rural mentioned herein shall be sufficiently evidenced by a National Rural Notice or National Rural Order; (c) any request or direction of the Control Party mentioned herein shall be sufficiently evidenced by a Control Party Notice or Control Party Order; (d) whenever in the administration of this Pledge Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate in the case of National Rural, and a certificate signed by any Vice President of the Control Party in the case of the Control Party; (e) the Collateral Agent may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (f) the Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Pledge Agreement at the request or direction of either National Rural or the Control Party pursuant to this Pledge Agreement, unless such party shall have offered to the Collateral Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (g) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of National Rural, personally or by agent or attorney; (h) the Collateral Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; (i) unless explicitly stated herein to the contrary, the Collateral Agent shall have no duty to inquire as to the performance of National Rural’s covenants herein. In addition, the Collateral Agent shall not be deemed to have knowledge of any Event of Default unless the Collateral Agent has received a Control Party Notice in accordance with Section 4.01(a), and shall not be deemed to have knowledge of the cessation of the same until such time as it receives a National Rural Notice in accordance with Section 4.01(b); and (j) unless explicitly stated herein to the contrary, the Collateral Agent shall have no obligation to take any action with respect to any Event of Default until it has received a Control Party Notice applicable to such event in accordance with Section 4.01(a), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable Control Party Notice is delivered. Similarly, the Collateral Agent shall have no obligation to take any action with respect to the cessation of an Event of Default until it has received a National Rural Notice applicable to such event in accordance in accordance with Section 4.01(b), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable National Rural Notice is delivered.
Appears in 12 contracts
Samples: Pledge Agreement (Federal Agricultural Mortgage Corp), Pledge Agreement (Federal Agricultural Mortgage Corp), Pledge Agreement (Federal Agricultural Mortgage Corp)
Certain Rights of Collateral Agent. Except as otherwise provided in Section 5.016.01:
(a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b) any request or direction of National Rural the Borrower mentioned herein shall be sufficiently evidenced by a National Rural Borrower Notice or National Rural Borrower Order;
(c) any request or direction of the Control Party RUS mentioned herein shall be sufficiently evidenced by a Control Party an RUS Notice or Control Party RUS Order;
(d) whenever in the administration of this Pledge Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate in the case of National Ruralthe Borrower, and a certificate signed by any Vice President of the Control Party Secretary in the case of the Control PartyRUS;
(e) the Collateral Agent may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;
(f) the Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Pledge Agreement at the request or direction of either National Rural the Borrower or the Control Party RUS pursuant to this Pledge Agreement, unless such party shall have offered to the Collateral Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
(g) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of National Ruralthe Borrower, personally or by agent or attorney;
(h) the Collateral Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;
(i) unless explicitly stated herein to the contrary, the Collateral Agent shall have no duty to inquire as to the performance of National Ruralany Borrower’s covenants herein. In addition, the Collateral Agent shall not be deemed to have knowledge of any an Event of Default Default, unless the Collateral Agent has received a Control Party an RUS Notice in accordance with Section 4.01(a5.01(a), and shall not be deemed to have knowledge of the cessation of the same until such time as it receives a National Rural Borrower Notice in accordance with Section 4.01(b5.01(b); and
(j) unless explicitly stated herein to the contrary, the Collateral Agent shall have no obligation to take any action with respect to any Event of Default until it has received a Control Party an RUS Notice applicable to such event in accordance with Section 4.01(a5.01(a), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable Control Party RUS Notice is delivered. Similarly, the Collateral Agent shall have no obligation to take any action with respect to the cessation of an Event of Default until it has received a National Rural Borrower Notice applicable to such event in accordance in accordance with Section 4.01(b5.01(b), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable National Rural Borrower Notice is delivered.
Appears in 6 contracts
Samples: Pledge Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Pledge Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Pledge Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Certain Rights of Collateral Agent. Except as otherwise provided in Section 5.016.01:
(a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b) any request or direction of National Rural the Borrower mentioned herein shall be sufficiently evidenced by a National Rural Borrower Notice or National Rural Borrower Order;
(c) any request or direction of the Control Party RUS mentioned herein shall be sufficiently evidenced by a Control Party an RUS Notice or Control Party RUS Order;
(d) whenever in the administration of this Pledge Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate in the case of National Ruralthe Borrower, and a certificate signed by any Vice President of the Control Party Secretary in the case of the Control PartyRUS;
(e) the Collateral Agent may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;
(f) the Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Pledge Agreement at the request or direction of either National Rural the Borrower or the Control Party RUS pursuant to this Pledge Agreement, unless such party shall have offered to the Collateral Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
(g) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of National Ruralthe Borrower, personally or by agent or attorney;
(h) the Collateral Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;
(i) unless explicitly stated herein to the contrary, the Collateral Agent shall have no duty to inquire as to the performance of National Ruralany Borrower’s covenants herein. In addition, the Collateral Agent shall not be deemed to have knowledge of any Trigger Event, or Event of Default Default, unless the Collateral Agent has received a Control Party an RUS Notice in accordance with Section 4.01(a2.04(a) or Section 5.01(a) (as applicable), and shall not be deemed to have knowledge of the cessation of the same until such time as it receives a National Rural Borrower Notice in accordance with Section 4.01(b2.04(b) or Section 5.01(b) (as applicable); and
(j) unless explicitly stated herein to the contrary, the Collateral Agent shall have no obligation to take any action with respect to any Trigger Event or Event of Default until it has received a Control Party the an RUS Notice applicable to such event in accordance with Section 4.01(a2.04(a) or Section 5.01(a) (as applicable), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable Control Party RUS Notice is delivered. Similarly, the Collateral Agent shall have no obligation to take any action with respect to the cessation of an a Trigger Event or Event of Default until it has received a National Rural Borrower Notice applicable to such event in accordance in accordance with Section 4.01(b2.04(b) or Section 5.01(b) (as applicable), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable National Rural Borrower Notice is delivered.
Appears in 4 contracts
Samples: Pledge Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Pledge Agreement (National Rural Utilities Cooperative Finance Corp /Dc/), Pledge Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Certain Rights of Collateral Agent. Except as otherwise provided in Subject to the provisions of Section 5.015.03:
(a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b) any request request, direction, order or direction demand of National Rural the Corporation mentioned herein shall be sufficiently evidenced by a National Rural Notice an Officer's Certificate, Issuer Order or National Rural Order;
(c) Issuer Request, and any request or direction resolution of the Control Party mentioned herein shall Board of Directors of the Corporation, as the case may be, may be sufficiently evidenced by a Control Party Notice or Control Party OrderBoard Resolution;
(d) whenever in the administration of this Pledge Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate in the case of National Rural, and a certificate signed by any Vice President of the Control Party in the case of the Control Party;
(ec) the Collateral Agent may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in with respect of to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonthereon in accordance with such advice or Opinion of Counsel;
(f) the Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Pledge Agreement at the request or direction of either National Rural or the Control Party pursuant to this Pledge Agreement, unless such party shall have offered to the Collateral Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
(gd) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture debenture, note, coupon, security or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of National Rural, personally or by agent or attorney;
(he) the Collateral Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;; and
(if) unless explicitly stated herein to the contrary, the Collateral Agent shall have no duty to inquire as to the performance of National Rural’s covenants herein. In addition, the Collateral Agent shall not be deemed to have knowledge of any Event of Default unless the Collateral Agent has received a Control Party Notice in accordance with Section 4.01(a), and shall not be deemed to have knowledge of the cessation of the same until such time as it receives a National Rural Notice in accordance with Section 4.01(b); and
(j) unless explicitly stated herein to the contrary, the Collateral Agent shall have no obligation to take any action with respect to any Event of Default until it has received a Control Party Notice applicable to such event in accordance with Section 4.01(a), and the Collateral Agent shall have no liability liable for any action or inaction taken, suffered taken or omitted in respect of any such event by it prior to such time as the applicable Control Party Notice is delivered. Similarly, the Collateral Agent shall have no obligation to take any action with respect to the cessation of an Event of Default until it has received a National Rural Notice applicable to such event in accordance in accordance with Section 4.01(b), good faith and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event believed by it prior to such time as be authorized or within the applicable National Rural Notice is delivereddiscretion, rights or powers conferred upon it by this Agreement.
Appears in 4 contracts
Samples: Unit Agreement (Comcast Cable Trust Iii), Unit Agreement (Morgan Stanley Capital Trust VIII), Unit Agreement (Morgan Stanley)
Certain Rights of Collateral Agent. Except as otherwise provided in Section 5.01:6.17(a):
(ai) the Collateral Agent may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(bii) any request or direction of National Rural the Issuer mentioned herein shall be sufficiently evidenced by a National Rural Notice an Issuer Request or National Rural Issuer Order, as the case may be;
(c) any request or direction of the Control Party mentioned herein shall be sufficiently evidenced by a Control Party Notice or Control Party Order;
(diii) whenever in the administration of this Pledge Indenture and Credit Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate in the case of National Rural, and a certificate signed by any Vice President of the Control Party in the case of the Control PartyOfficer’s Certificate;
(eiv) as a condition to the taking or omitting of any action by it hereunder, the Collateral Agent may consult with counsel (including with respect to any matters, other than factual matters, in connection with the execution by the Collateral Agent of a supplemental indenture and the advice of such counsel credit agreement pursuant to Section 8.3) selected in good faith and with reasonable care and shall be full deemed to have acted in good faith and complete authorization and protection shall not be subject to any liability if it acts in respect of any action takenreliance thereon, suffered or omitted by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion issued by such counsel in connection therewith;
(fv) the Collateral Agent shall be under no obligation to exercise or to honor any of the rights or powers vested in it by this Pledge Indenture and Credit Agreement at the request or direction of either National Rural or any of the Control Party Holders pursuant to this Pledge Indenture and Credit Agreement, or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Holders unless such party Holders shall have offered to the Collateral Agent reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might reasonably be incurred by it in compliance with such request or direction;
(gvi) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture note or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of National Rural, personally or by agent or attorney;
(hvii) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any attorney or agent appointed by it with reasonable care, provided that the Collateral Agent will provide notice of any such appointment to the Debtholders, and upon any such appointment of an agent or attorney, such agent or attorney appointed shall be conferred with due care by all the same rights, indemnities, and immunities as the Collateral Agent;
(viii) the Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it reasonably and prudentially believes to be authorized or within its rights or powers hereunder;
(iix) unless explicitly stated herein to the contrary, the Collateral Agent shall have no duty to inquire as to not be responsible for the performance accuracy of National Rural’s covenants herein. In additionthe books or records of, or for any acts or omissions of any Transfer Agent (other than the Collateral Agent itself acting in that capacity), any Calculation Agent (other than the Collateral Agent itself acting in that capacity) or any Paying Agent (other than the Collateral Agent itself acting in that capacity);
(x) the Collateral Agent shall not be liable for the actions or omissions of the Issuer, the Class A Lender, the Servicer, the Trustee or the Note Administrator; and without limiting the foregoing, the Collateral Agent shall not be deemed under any obligation to verify or independently determine the accuracy information received by it from the Servicer (or from any selling institution, agent bank, trustee or similar source) with respect to the Mortgage Assets;
(xi) to the extent any defined term hereunder, or any calculation required to be made or determined by the Collateral Agent hereunder, is dependent upon or defined by reference to GAAP, the Collateral Agent shall be entitled to request and receive (and rely upon) instruction from the Issuer or the accountants appointed pursuant to Section 6.17(c)(vii) as to the application of GAAP in such connection, in any instance;
(xii) the Collateral Agent shall not have knowledge any responsibility to the Issuer or the Secured Parties hereunder to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any Event engagement of Default unless Independent accountants by the Issuer;
(xiii) the Collateral Agent shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as Collateral Agent for which it serves hereunder, and under the Servicing Agreement and the Securities Account Control Agreement (including, without limitation, as Secured Party, Calculation Agent, Custodian and Securities Intermediary);
(xiv) in determining any affiliations of Debtholders with any party hereto or otherwise, the Collateral Agent shall be entitled to request and conclusively rely on a certification provided by a Debtholder;
(xv) in no event shall the Collateral Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent has received a Control Party Notice been advised of the likelihood of such loss or damage and regardless of the form of action;
(xvi) the Collateral Agent shall not be required to give any bond or surety in accordance with Section 4.01(arespect of the execution of the trusts created hereby or the powers granted hereunder;
(xvii) in no event shall the Collateral Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture and shall Credit Agreement, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, any act or provision of any present or future governmental authority, labor disputes, disease, epidemic, pandemic, quarantine, national emergency, loss or malfunction of utilities or computer software or hardware, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility and other causes beyond the Collateral Agent’s control, as applicable, whether or not of the same Class or kind as specifically named above;
(xviii) except as otherwise expressly set forth in this Indenture and Credit Agreement, Wxxxx Fargo Bank, National Association, acting in any particular capacity hereunder will not be deemed to have be imputed with knowledge of (i) Wxxxx Fargo Bank, National Association acting in a capacity that is unrelated to the cessation transactions contemplated by this Indenture and Credit Agreement, or (ii) Wxxxx Fargo Bank, National Association acting in any other capacity hereunder, except, in the case of either clause (i) or clause (ii), where some or all of the obligations performed in such capacities are performed by one or more employees within the same Corporate Trust Office of Wxxxx Fargo Bank, National Association or where the Corporate Trust Office responsible for performing the obligations in such capacities have one or more of the same until such time as it receives a National Rural Notice in accordance with Section 4.01(b); andBank Officers;
(jxix) unless explicitly stated herein to the contrary, the Collateral Agent shall have no obligation (i) responsibility for the selection of an alternative rate as a successor or replacement benchmark to take the Benchmark and shall be entitled to rely upon any action with respect designation of such rate by Class A Lender pursuant to Schedule B and (ii) liability for any Event failure or delay in performing its duties hereunder as a result of Default until it has received the unavailability of a Control Party Notice applicable to such event in accordance with Section 4.01(a), and LIBOR rate; and
(xx) nothing herein shall require the Collateral Agent shall have no liability for to act in any action or inaction taken, suffered or omitted in respect of any such event by it prior manner that is contrary to such time as the applicable Control Party Notice is delivered. Similarly, the Collateral Agent shall have no obligation to take any action with respect to the cessation of an Event of Default until it has received a National Rural Notice applicable to such event in accordance in accordance with Section 4.01(b), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable National Rural Notice is deliveredlaw.
Appears in 2 contracts
Samples: Indenture and Credit Agreement (Terra Secured Income Fund 5, LLC), Indenture and Credit Agreement (Terra Property Trust, Inc.)
Certain Rights of Collateral Agent. Except as otherwise provided in Section 5.01Subject to the provisions of Section 5.03:
(a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b) the Collateral Agent may request that the Company or the Guarantor deliver an Officer’s Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement, which Officer’s Certificate may be signed by any request person authorized to sign an Officer’s Certificate of the Company or direction the Guarantor, as applicable, including any person specified as so authorized in any such certificate previously delivered and not superseded;
(c) any request, direction, order or demand of National Rural the Company or the Guarantor mentioned herein shall be sufficiently evidenced by a National Rural Notice or National Rural Order;
(c) any request or direction an Officer’s Certificate of the Control Party mentioned herein shall Company or the Guarantor, as applicable, an Issuer Order or an Issuer Request, and any resolution of the Board of the Company or the Guarantor, as the case may be, may be sufficiently evidenced by a Control Party Notice Board Resolution of the Company or Control Party Orderthe Guarantor, as applicable;
(d) whenever in the administration of this Pledge Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate in the case of National Rural, and a certificate signed by any Vice President of the Control Party in the case of the Control Party;
(e) the Collateral Agent may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in with respect of to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonthereon in accordance with such advice or Opinion of Counsel;
(f) the Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Pledge Agreement at the request or direction of either National Rural or the Control Party pursuant to this Pledge Agreement, unless such party shall have offered to the Collateral Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
(ge) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture debenture, note, coupon, security or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of National Rural, personally or by agent or attorney;
(hf) the Collateral Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;
(ig) unless explicitly stated herein to the contrary, the Collateral Agent shall have no duty to inquire as to the performance of National Rural’s covenants herein. In addition, the Collateral Agent shall not be deemed liable for any action taken or omitted by it in good faith and believed by it to have knowledge be authorized or within the discretion, rights or powers conferred upon it by this Agreement;
(h) the rights, privileges, protections, immunities and benefits given to the Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and each agent, custodian and other Person employed to act hereunder;
(i) anything in this Agreement notwithstanding, in no event shall the Collateral Agent be liable for special, indirect, punitive or consequential loss or damage of any Event kind whatsoever (including but not limited to loss of Default unless profit), even if the Collateral Agent has received a Control Party Notice in accordance with Section 4.01(a), been advised as to the likelihood of such loss or damage and shall not be deemed to have knowledge regardless of the cessation form of the same until such time as it receives a National Rural Notice in accordance with Section 4.01(b)action; and
(j) unless explicitly stated herein to the contrary, the Collateral Agent shall have no obligation to take any action with respect to any Event of Default until it has received a Control Party Notice applicable to such event in accordance with Section 4.01(a), the same rights and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time protections as the applicable Control Party Notice is delivered. Similarly, Trustee granted under Sections 6.01 and 6.02 of the Collateral Agent shall have no obligation to take any action with respect to the cessation of an Event of Default until it has received a National Rural Notice applicable to such event in accordance in accordance with Section 4.01(b), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable National Rural Notice is deliveredIndenture.
Appears in 2 contracts
Samples: Unit Agreement (Morgan Stanley Finance LLC), Unit Agreement (Morgan Stanley Capital Trust Iv)
Certain Rights of Collateral Agent. Except as otherwise provided in Subject to the provisions of Section 5.015.03:
(a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b) any request request, direction, order or direction demand of National Rural the Corporation mentioned herein shall be sufficiently evidenced by a National Rural Notice an Officer’s Certificate, Issuer Order or National Rural Order;
(c) Issuer Request, and any request or direction resolution of the Control Party mentioned herein shall Board of Directors of the Corporation, as the case may be, may be sufficiently evidenced by a Control Party Notice or Control Party OrderBoard Resolution;
(d) whenever in the administration of this Pledge Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate in the case of National Rural, and a certificate signed by any Vice President of the Control Party in the case of the Control Party;
(ec) the Collateral Agent may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in with respect of to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonthereon in accordance with such advice or Opinion of Counsel;
(f) the Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Pledge Agreement at the request or direction of either National Rural or the Control Party pursuant to this Pledge Agreement, unless such party shall have offered to the Collateral Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
(gd) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture debenture, note, coupon, security or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of National Rural, personally or by agent or attorney;
(he) the Collateral Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;; and
(if) unless explicitly stated herein to the contrary, the Collateral Agent shall have no duty to inquire as to the performance of National Rural’s covenants herein. In addition, the Collateral Agent shall not be deemed to have knowledge of any Event of Default unless the Collateral Agent has received a Control Party Notice in accordance with Section 4.01(a), and shall not be deemed to have knowledge of the cessation of the same until such time as it receives a National Rural Notice in accordance with Section 4.01(b); and
(j) unless explicitly stated herein to the contrary, the Collateral Agent shall have no obligation to take any action with respect to any Event of Default until it has received a Control Party Notice applicable to such event in accordance with Section 4.01(a), and the Collateral Agent shall have no liability liable for any action or inaction taken, suffered taken or omitted in respect of any such event by it prior to such time as the applicable Control Party Notice is delivered. Similarly, the Collateral Agent shall have no obligation to take any action with respect to the cessation of an Event of Default until it has received a National Rural Notice applicable to such event in accordance in accordance with Section 4.01(b), good faith and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event believed by it prior to such time as be authorized or within the applicable National Rural Notice is delivereddiscretion, rights or powers conferred upon it by this Agreement.
Appears in 1 contract
Certain Rights of Collateral Agent. Except as otherwise provided in Section 5.01:6.17(a):
(ai) the Collateral Agent may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondnote, debenture or other paper paper, electronic communication or document believed by it to be genuine and to have been signed signed, sent or presented by the proper party or parties;
(bii) any request or direction of National Rural the Issuer mentioned herein shall be sufficiently evidenced by a National Rural Notice an Issuer Request or National Rural Issuer Order, as the case may be;
(c) any request or direction of the Control Party mentioned herein shall be sufficiently evidenced by a Control Party Notice or Control Party Order;
(diii) whenever in the administration of this Pledge Indenture and Credit Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate in the case of National Rural, and a certificate signed by any Vice President of the Control Party in the case of the Control PartyOfficer’s Certificate;
(eiv) as a condition to the taking or omitting of any action by it hereunder, the Collateral Agent may consult with counsel (including with respect to any matters, other than factual matters, in connection with the execution by the Collateral Agent of a supplemental indenture and the advice of such counsel credit agreement pursuant to Section 8.3) selected in good faith and with due care with regard to legal questions arising in connection therewith and shall be full deemed to have acted in good faith and complete authorization and protection shall not be subject to any liability if it acts in respect of any action takenreasonable reliance thereon, suffered or omitted by it hereunder in good faith and in reliance thereonaccordance with the advice or opinion issued by such counsel in connection therewith;
(fv) the Collateral Agent shall be under no obligation to exercise or to honor any of the rights or powers vested in it by this Pledge Indenture and Credit Agreement at the request or direction of either National Rural or any of the Control Party Holders pursuant to this Pledge Indenture and Credit Agreement, or to make any investigation of matters arising hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Holders unless such party Holders shall have offered to the Collateral Agent reasonable security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might reasonably be incurred by it in compliance with such request or direction;
(gvi) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondnote, debenture or other paper paper, electronic communication or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of National Rural, personally or by agent or attorney;
(hvii) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any attorney or agent appointed by it with due care, provided that the Collateral Agent will provide notice of any such appointment to the Debtholders, and upon any such appointment of an agent or attorney, such agent or attorney appointed shall be conferred with due care by all the same rights, indemnities, and immunities as the Collateral Agent;
(viii) the Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it reasonably and prudentially believes to be authorized or within its rights or powers hereunder;
(iix) unless explicitly stated herein to the contrary, the Collateral Agent shall have no duty to inquire as to not be responsible for the performance accuracy of National Rural’s covenants herein. In additionthe books or records of, or for any acts or omissions of any Transfer Agent (other than the Collateral Agent itself acting in that capacity), any Calculation Agent (other than the Collateral Agent itself acting in that capacity) or any Paying Agent (other than the Collateral Agent itself acting in that capacity);
(x) the Collateral Agent shall not be liable for the actions or omissions of the Issuer, the Class A Lender, the Servicer, the Trustee or the Note Administrator; and without limiting the foregoing, the Collateral Agent shall not be deemed under any obligation to verify or independently determine the accuracy information received by it from the Servicer (or from any selling institution, agent bank, trustee or similar source) with respect to the Mortgage Assets;
(xi) to the extent any defined term hereunder, or any calculation required to be made or determined by the Collateral Agent hereunder, is dependent upon or defined by reference to GAAP, the Collateral Agent shall be entitled to request and receive (and rely upon) instruction from the Issuer or the accountants appointed pursuant to Section 6.17(c)(vii) as to the application of GAAP in such connection, in any instance;
(xii) the Collateral Agent shall not have knowledge any responsibility to the Issuer or the Secured Parties hereunder to make any inquiry or investigation as to, and shall have no obligation in respect of, the terms of any Event engagement of Default unless Independent accountants by the Issuer;
(xiii) the Collateral Agent shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it as Collateral Agent for which it serves hereunder, and under the Servicing Agreement, the Account Control Agreement and the Securities Account Control Agreement (including, without limitation, as Secured Party, Calculation Agent, Custodian and Securities Intermediary);
(xiv) in determining any affiliations of Debtholders with any party hereto or otherwise, the Collateral Agent shall be entitled to request and conclusively rely on a certification provided by a Debtholder;
(xv) in no event shall the Collateral Agent be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Collateral Agent has received a Control Party Notice been advised of the likelihood of such loss or damage and regardless of the form of action;
(xvi) the Collateral Agent shall not be required to give any bond or surety in accordance with Section 4.01(arespect of the execution of the trusts created hereby or the powers granted hereunder;
(xvii) in no event shall the Collateral Agent be liable for any failure or delay in the performance of its obligations hereunder because of circumstances beyond its control, including, but not limited to acts of God, flood, war (whether declared or undeclared), terrorism, fire, riot, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like which restrict or prohibit the providing of the services contemplated by this Indenture and shall Credit Agreement, inability to obtain material, equipment, or communications or computer facilities, or the failure of equipment or interruption of communications or computer facilities, any act or provision of any present or future governmental authority, labor disputes, disease, epidemic, pandemic, quarantine, national emergency, loss or malfunction of utilities or computer software or hardware, the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility and other causes beyond the Collateral Agent’s control, as applicable, whether or not of the same Class or kind as specifically named above;
(xviii) except as otherwise expressly set forth in this Indenture and Credit Agreement, Wxxxx Fargo Bank, National Association, acting in any particular capacity hereunder will not be deemed to have be imputed with knowledge of (i) Wxxxx Fargo Bank, National Association acting in a capacity that is unrelated to the cessation transactions contemplated by this Indenture and Credit Agreement, or (ii) Wxxxx Fargo Bank, National Association acting in any other capacity hereunder, except, in the case of either clause (i) or clause (ii), where some or all of the obligations performed in such capacities are performed by one or more employees within the same Corporate Trust Office of Wxxxx Fargo Bank, National Association or where the Corporate Trust Office responsible for performing the obligations in such capacities have one or more of the same until such time as it receives a National Rural Notice in accordance with Section 4.01(b); andBank Officers;
(jxix) unless explicitly stated herein to the contrary, the Collateral Agent shall have no obligation (i) responsibility for the selection of an alternative rate as a successor or replacement benchmark to take the Benchmark and shall be entitled to rely upon any action with respect designation of such rate pursuant to Schedule B or Section 2.15 hereof and (ii) liability for any Event failure or delay in performing its duties hereunder as a result of Default until it has received the unavailability of a Control Party Notice applicable to such event in accordance with Section 4.01(a), and Benchmark rate; and
(xx) nothing herein shall require the Collateral Agent shall have no liability for to act in any action or inaction taken, suffered or omitted in respect of any such event by it prior manner that is contrary to such time as the applicable Control Party Notice is delivered. Similarly, the Collateral Agent shall have no obligation to take any action with respect to the cessation of an Event of Default until it has received a National Rural Notice applicable to such event in accordance in accordance with Section 4.01(b), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable National Rural Notice is deliveredlaw.
Appears in 1 contract
Samples: Indenture and Credit Agreement (Granite Point Mortgage Trust Inc.)
Certain Rights of Collateral Agent. Except as otherwise provided in Section 5.016.18:
(a) the Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b) any request or direction of National Rural the Issuer or the Co-Issuer mentioned herein shall be sufficiently evidenced by a National Rural Notice an Issuer Request or National Rural Issuer Order, as the case may be;
(c) any request or direction of the Control Party mentioned herein shall be sufficiently evidenced by a Control Party Notice or Control Party Order;
(d) whenever in the administration of this Pledge Indenture or the Credit Agreement the Collateral Agent shall (i) deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate Officer’s certificate or Issuer Order, or (ii) be required to determine the value of any Assets or funds hereunder or the cash flows projected to be received therefrom, the Collateral Agent may, in the case absence of National Ruralbad faith on its part, and a certificate signed rely on reports of nationally recognized accountants (which may or may not be the Independent accountants appointed by any Vice President the Issuer pursuant to Section 10.9), investment bankers or other Persons qualified to provide the information required to make such determination, including nationally recognized dealers in securities of the Control Party in the case of the Control Partytype being valued, securities quotation services, loan pricing services and loan valuation agents;
(ed) as a condition to the taking or omitting of any action by it hereunder or under the Credit Agreement, the Collateral Agent may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered taken or omitted by it hereunder in good faith and in reliance thereon;
(fe) the Collateral Agent shall be under no obligation to exercise exercise, enforce or to honor any of the rights or powers vested in it by this Pledge Agreement Indenture at the request or direction of either National Rural or any of the Control Party Holders pursuant to this Pledge AgreementIndenture, unless such party Holders shall have offered provided to the Collateral Agent reasonable security or indemnity reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities which might reasonably be incurred by it in compliance with such request or direction;
(gf) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, reportreport (including any Accountants’ Certificate), notice, request, direction, consent, order, bond, debenture note or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may may, and upon the written direction of a Majority of the Controlling Class or of a Rating Agency shall (subject to the right hereunder to be indemnified to its reasonable satisfaction for associated expense and liability), make such further inquiry or investigation into such facts or matters as it may see fitfit or as it shall be directed, and, if and the Collateral Agent shall determine be entitled, on reasonable prior notice to make such further inquiry or investigationthe Co-Issuers and the Collateral Manager, it shall be entitled to examine the books, books and records relating to the Secured Debt and premises of National Ruralthe Assets, personally or by agent or attorney, during the Co-Issuers’ or the Collateral Manager’s normal business hours; provided that, the Collateral Agent shall, and shall cause its agents to, hold in confidence all such information, except (i) to the extent disclosure may be required by law or by any regulatory, administrative or governmental authority and (ii) to the extent that the Collateral Agent, in its sole discretion, may determine that such disclosure is consistent with its obligations hereunder; provided further, that the Collateral Agent may disclose on a confidential basis any such information to its agents, attorneys and auditors in connection with the performance of its responsibilities hereunder;
(hg) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder or under the Credit Agreement either directly or by or through agents or attorneys and attorneys; provided that, the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;
(h) the Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it reasonably believes to be authorized or within its rights or powers hereunder, including actions or omissions to act at the direction of the Collateral Manager;
(i) nothing herein shall be construed to impose an obligation on the part of the Collateral Agent to monitor, recalculate, evaluate, verify or independently determine the accuracy of any report, certificate or information received from the Issuer, the Co-Issuers, the Collateral Manager, the Transferor or any other Person (unless explicitly stated herein and except to the contraryextent otherwise expressly set forth herein);
(j) to the extent any defined term hereunder, or any calculation required to be made or determined by the Collateral Agent hereunder, is dependent upon or defined by reference to GAAP, the Collateral Agent shall have no duty be entitled to inquire request and receive (and conclusively rely upon) instruction from the Issuer or the accountants, which may or may not be the Independent accountants appointed by the Issuer pursuant to Section 10.8, (and in the absence of its receipt of timely instruction therefrom, shall be entitled to obtain from an Independent accountant at the expense of the Issuer) as to the performance application of National Rural’s covenants herein. In additionGAAP in such connection, in any instance;
(k) the permissive rights of the Collateral Agent to take or refrain from taking any actions enumerated in this Indenture or under the Credit Agreement shall not be construed as a duty;
(l) to the extent permitted by applicable law, the Collateral Agent shall not be required to give any bond or surety in respect of the execution of this Indenture or otherwise;
(m) the Collateral Agent shall not be deemed to have notice or knowledge of any matter unless a Responsible Officer of the Bank has actual knowledge thereof or unless written notice thereof is received by the Collateral Agent at the Corporate Trust Office and such notice references the Secured Debt generally, the Issuer, the Co-Issuer or this Indenture; whenever reference is made herein to a Default or an Event of Default such reference shall, insofar as determining any liability on the part of the Collateral Agent is concerned, be construed to refer only to a Default or an Event of Default of which the Collateral Agent is deemed to have knowledge in accordance with this paragraph;
(n) the Collateral Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control and shall not be responsible or liable for any inaccuracies in the records of the Collateral Manager, any Clearing Agency, Euroclear, Clearstream or any other intermediary (other than the Bank in its individual or other capacities hereunder), or for the actions or omissions of any such Person hereunder (including compliance with the procedures relating to compliance with Rule 17g-5 in accordance with and to the extent set forth in Section 14.17) or under any document executed in connection herewith;
(o) unless the Collateral Agent has received a Control Party Notice receives written notice of an error or omission related to financial information or disbursements provided to Holders within 90 days of Holders’ receipt of the same, the Collateral Agent shall have no liability in accordance connection with such and, absent direction by the requisite percentage of Holders entitled to direct the Collateral Agent, no further obligations in connection therewith;
(p) the Collateral Agent or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Collateral Agent’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. Such compensation is not payable or reimbursable under Section 4.01(a), and 6.24;
(q) the Collateral Agent shall not be deemed to have knowledge liable for the actions or omissions of the cessation Collateral Manager, the Issuer, the Co-Issuer, any Paying Agent (other than the Collateral Agent), DTC, Euroclear, Clearstream, or any other clearing agency or depository, or any Authenticating Agent (other than the Trustee) and without limiting the foregoing, the Collateral Agent shall not be under any obligation to monitor, evaluate or verify compliance by the Collateral Manager with the terms hereof or the Collateral Management Agreement or any other Transaction Document to which it is a party, or by the Transferor with the terms hereof or the Master Loan Sale Agreement, or to verify or independently determine the accuracy of information received by it from the Collateral Manager (or from any selling institution, agent bank, trustee or similar source), Transferor or any other Person with respect to the Assets;
(r) notwithstanding any term hereof (or any term of the same until such time as it receives UCC that might otherwise be construed to be applicable to a National Rural Notice in accordance with Section 4.01(b); and
(jSecurities Intermediary) unless explicitly stated herein to the contrary, the Collateral Agent shall have no not be under a duty or obligation in connection with the acquisition or Grant by the Issuer to take any action with respect to any Event of Default until it has received a Control Party Notice applicable to such event in accordance with Section 4.01(a), and the Collateral Agent shall have no liability for of any action item constituting the Assets, or inaction takento evaluate the sufficiency of the documents or instruments delivered to it by or on behalf of the Issuer in connection with its Grant or otherwise, suffered or omitted in that regard to examine any Underlying Document, in each case, in order to determine compliance with applicable requirements of and restrictions on transfer in respect of any such event by it prior to such time as the applicable Control Party Notice is delivered. Similarly, Assets;
(s) the Collateral Agent shall have no obligation to take determine, verify or monitor whether a Retention Deficiency has occurred or whether the EU Securitization Laws, the U.S. Risk Retention Rules or the risk retention regulations of any action other jurisdiction have been or will be complied with;
(t) the Collateral Agent shall be entitled to conclusively rely on the Collateral Manager with respect to whether or not a Collateral Obligation meets the cessation criteria specified in the definition thereof and for the characterization, classification, designation or categorization of an Event each Collateral Obligation;
(u) in the event the Bank is also acting in the capacity of Default until it has received a National Rural Notice applicable Paying Agent, Note Registrar, Transfer Agent, Authenticating Agent, Custodian, Calculation Agent, Loan Agent, Trustee or Securities Intermediary, the rights, protections, benefits, immunities and indemnities afforded to the Collateral Agent pursuant to this Article VI shall also be afforded to the Bank acting in such capacities; provided that such rights, protections, benefits, immunities and indemnities are in addition to such event rights, protections, benefits, immunities and indemnities otherwise provided;
(v) in accordance making or disposing of any investment permitted by this Indenture, the Collateral Agent is authorized to deal with itself (in accordance its individual capacity) or with Section 4.01(b)any one or more of its Affiliates, and in each case on an arm’s length basis, whether it or such Affiliate is acting as a subagent of the Collateral Agent or for any third person or dealing as principal for its own account. If otherwise qualified, obligations of the Bank or any of its Affiliates shall qualify as Eligible Investments hereunder;
(w) the Collateral Agent shall have no liability for duty (i) to see to any action recording, filing relating to the perfection of any security interest in the Assets, or inaction takendepositing of this Indenture or any supplemental indenture or any financing statement or continuation statement evidencing a security interest, suffered or omitted in respect to see to the maintenance of any such event recording, filing or depositing or to any rerecording, refiling or redepositing of any thereof or (ii) to maintain any insurance;
(x) the Collateral Administrator shall have the same rights, privileges and indemnities afforded to the Collateral Agent in Sections 6.20, 6.21 and 6.22; provided that, such rights, immunities and indemnities shall be in addition to, and not in limitation of, any rights, immunities and indemnities provided in the Collateral Administration Agreement;
(y) the Collateral Agent shall not be responsible for delays or failures in performance resulting from circumstances beyond its control (such circumstances include but are not limited to acts of God, strikes, lockouts, riots, acts of war, loss or malfunctions of utilities, computer (hardware or software) or communications services);
(z) to help fight the funding of terrorism and money laundering activities, the Collateral Agent shall request, verify and record information that identifies individuals or entities that establish a relationship or open an account with the Collateral Agent. The Collateral Agent shall ask for the name, address, tax identification number and other information that will allow the Collateral Agent to identify the individual or entity who is establishing the relationship or opening the account. The Collateral Agent may also ask for formation documents such as organizational documents, an offering memorandum, or other identifying documents to be provided by the Issuer. Nothing herein shall be construed to impose any liability or obligation on the part of the Collateral Agent to monitor AML Compliance by any person;
(aa) the Collateral Agent will be under no obligation to (i) confirm or verify whether the conditions to the Delivery of the Assets have been satisfied or to determine whether or not a Collateral Obligation is eligible for purchase hereunder or meets the criteria in the definition thereof or whether the conditions for an Exchange Transaction as provided in Section 12.5 have been satisfied or (ii) evaluate the sufficiency of the documents or instruments delivered to it prior by or on behalf of the Issuer in connection with the Grant by the Issuer to the Collateral Agent of any item constituting an Asset or otherwise, or in that regard to examine any Underlying Documents, in order to determine compliance with applicable requirements of and restrictions on transfer of an Asset and neither the Collateral Agent nor the Collateral Administrator shall have any obligation to determine: (x) if a Collateral Obligation meets the criteria specified in the definition of “Collateral Obligation,” or the eligibility restrictions herein or (y) whether a Tax Event has occurred;
(bb) notwithstanding anything to the contrary herein, any and all email communications (both text and attachments) by or from the Collateral Agent that the Collateral Agent deems to contain confidential, proprietary, and/or sensitive information may be encrypted. The recipient of the encrypted email communication will be required to complete a registration process. Instructions on how to register and/or retrieve an encrypted message will be included in the first secure email sent by the Collateral Agent to such recipient; and
(cc) if within 80 calendar days of delivery of financial information or disbursements (which delivery may be via posting to the Collateral Agent’s website) the Bank receives written notice of an error or omission related thereto and within ten calendar days of the Bank’s receipt of such notice the Collateral Manager and Issuer confirm such error or omission, the Bank agrees to use reasonable efforts to correct such error or omission and such use of reasonable efforts shall be the only obligation of the Bank in connection therewith. The Bank shall not be required to take any action beyond such period and shall have no responsibility for the same. In no event shall the Bank be obligated to take any action at any time as at the applicable National Rural Notice is deliveredrequest or direction of any Person unless such Person shall have offered to the Bank indemnity reasonably satisfactory to it.
Appears in 1 contract
Certain Rights of Collateral Agent. Except as otherwise provided in Section 5.01:
6.01: (a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
; (b) any request or direction of National Rural the Borrower mentioned herein shall be sufficiently evidenced by a National Rural Borrower Notice or National Rural Borrower Order;
(c) any request or direction of the Control Party RUS mentioned herein shall be sufficiently evidenced by a Control Party an RUS Notice or Control Party RUS Order;
; (d) whenever in the administration of this Pledge Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ ' Certificate in the case of National Ruralthe Borrower, and a certificate signed by any Vice President of the Control Party Secretary in the case of the Control Party;
RUS; (e) the Collateral Agent may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;
; (f) the Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Pledge Agreement at the request or direction of either National Rural the Borrower or the Control Party RUS pursuant to this Pledge Agreement, unless such party shall have offered to the Collateral Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
; (g) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of National Ruralthe Borrower, personally or by agent or attorney;
; (h) the Collateral Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;
(i) unless explicitly stated herein to the contrary, the Collateral Agent shall have no duty to inquire as to the performance of National Rural’s covenants herein. In addition, the Collateral Agent shall not be deemed to have knowledge of any Event of Default unless the Collateral Agent has received a Control Party Notice in accordance with Section 4.01(a), and shall not be deemed to have knowledge of the cessation of the same until such time as it receives a National Rural Notice in accordance with Section 4.01(b); and
(j) unless explicitly stated herein to the contrary, the Collateral Agent shall have no obligation to take any action with respect to any Event of Default until it has received a Control Party Notice applicable to such event in accordance with Section 4.01(a), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable Control Party Notice is delivered. Similarly, the Collateral Agent shall have no obligation to take any action with respect to the cessation of an Event of Default until it has received a National Rural Notice applicable to such event in accordance in accordance with Section 4.01(b), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable National Rural Notice is delivered.or
Appears in 1 contract
Samples: Pledge Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Certain Rights of Collateral Agent. Except as otherwise provided in Subject to the provisions of Section 5.015.03:
(a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b) any request request, direction, order or direction demand of National Rural the Corporation mentioned herein shall be sufficiently evidenced by a National Rural Notice an Officers’ Certificate, Issuer Order or National Rural Order;
(c) Issuer Request, and any request or direction resolution of the Control Party mentioned herein shall Board of Directors of the Corporation, as the case may be, may be sufficiently evidenced by a Control Party Notice or Control Party OrderBoard Resolution;
(d) whenever in the administration of this Pledge Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate in the case of National Rural, and a certificate signed by any Vice President of the Control Party in the case of the Control Party;
(ec) the Collateral Agent may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in with respect of to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonthereon in accordance with such advice or Opinion of Counsel;
(f) the Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Pledge Agreement at the request or direction of either National Rural or the Control Party pursuant to this Pledge Agreement, unless such party shall have offered to the Collateral Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
(gd) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture debenture, note, coupon, security or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of National Rural, personally or by agent or attorney;
(he) the Collateral Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;; and
(if) unless explicitly stated herein to the contrary, the Collateral Agent shall have no duty to inquire as to the performance of National Rural’s covenants herein. In addition, the Collateral Agent shall not be deemed to have knowledge of any Event of Default unless the Collateral Agent has received a Control Party Notice in accordance with Section 4.01(a), and shall not be deemed to have knowledge of the cessation of the same until such time as it receives a National Rural Notice in accordance with Section 4.01(b); and
(j) unless explicitly stated herein to the contrary, the Collateral Agent shall have no obligation to take any action with respect to any Event of Default until it has received a Control Party Notice applicable to such event in accordance with Section 4.01(a), and the Collateral Agent shall have no liability liable for any action or inaction taken, suffered taken or omitted in respect of any such event by it prior to such time as the applicable Control Party Notice is delivered. Similarly, the Collateral Agent shall have no obligation to take any action with respect to the cessation of an Event of Default until it has received a National Rural Notice applicable to such event in accordance in accordance with Section 4.01(b), good faith and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event believed by it prior to such time as be authorized or within the applicable National Rural Notice is delivereddiscretion, rights or powers conferred upon it by this Agreement.
Appears in 1 contract
Certain Rights of Collateral Agent. Except as otherwise provided in Section 5.01:
(a) the §The Collateral Agent may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;.
(ba) any request or direction of National Rural mentioned herein shall be sufficiently evidenced by a National Rural Notice or National Rural Order;
(c) any request or direction of the Control Party mentioned herein shall be sufficiently evidenced by a Control Party Notice or Control Party Order;
(d) whenever in the administration of this Pledge Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate in the case of National Rural, and a certificate signed by any Vice President of the Control Party in the case of the Control Party;
(e) the The Collateral Agent may consult with counsel of its selection and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;.
(fb) the The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Pledge Agreement at the request or direction of either National Rural any of the Required Holders or the Control Party Required Lenders pursuant to this Pledge Agreement, unless such party Holders or Lenders shall have offered to the Collateral Agent reasonable security or indemnity satisfactory to the Collateral Agent against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;.
(gc) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of National Rural, personally or by agent or attorney;
(h) the The Collateral Agent may execute any of the its powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and may employ or retain such counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its rights and duties hereunder and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any agent of them.
(d) The Collateral Agent shall not be liable for any action taken, suffered, or attorney appointed with due care omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.
(e) In no event shall the Collateral Agent be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
(f) The Collateral Agent shall not be deemed to have notice of any Event of Default unless a responsible officer of the Collateral Agent has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Collateral Agent at its corporate trust office, and such notice references this Agreement.
(g) In no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Collateral Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
(h) The rights, privileges, protections, immunities and benefits given to the Trustee under the Indenture and to the Administrative Agent under the Credit Agreement, including, without limitation, the right to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent hereunder;, and by each agent, custodian and other Person employed to act hereunder.
(i) unless explicitly stated herein The rights and powers granted to the contraryCollateral Agent hereunder are being granted in order to preserve and protect the security interest of the Collateral Agent and the other Secured Parties in and to the Collateral granted hereby and shall not be interpreted to, and shall not, impose any duties on the Collateral Agent in connection therewith.
(j) Not withstanding anything in this Agreement to the contrary and for the avoidance of doubt, the Collateral Agent shall have no duty to inquire as act outside of the United States in respect of any Collateral located in the jurisdiction other than the United States (“Foreign Collateral”) but shall at the specific request of the Applicable Authorized Representative appoint a Person or Persons selected by the Applicable Authorized Representative to act on behalf of the performance of National Rural’s covenants hereinSecured Parties with respect to such Foreign Collateral. In addition, Such qualified Person or Persons and the Collateral Agent shall, provided the same are reasonably acceptable to the Collateral Agent, enter into a collateral assignment pledge agreement, mortgage, enforcing document or other security agreement to enforce rights with respect to Foreign Collateral and such Person or Persons shall not be deemed to have knowledge exercise the rights and remedies of any Event of Default unless the Collateral Agent has received a Control Party Notice and the Secured Parties in accordance with Section 4.01(a), the Foreign Collateral for their respective benefit. The duties and shall not be deemed to have knowledge responsibilities of the cessation of the same until such time as it receives a National Rural Notice in accordance with Section 4.01(b); and
(j) unless explicitly stated herein to the contrary, the Collateral Agent shall have no obligation to take any action with respect to any Event of Default until it has received a Control Party Notice applicable Person or Persons and any Collateral are limited to such event those set forth in accordance with Section 4.01(a), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable Control Party Notice is delivered. Similarly, the Collateral Agent shall have no obligation to take any action with respect to the cessation of an Event of Default until it has received a National Rural Notice applicable to such event in accordance in accordance with Section 4.01(b), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable National Rural Notice is deliveredthis Section.
Appears in 1 contract
Certain Rights of Collateral Agent. Except as otherwise provided in Subject to the provisions of Section 5.015.03:
(a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b) any request request, direction, order or direction demand of National Rural the Corporation mentioned herein shall be sufficiently evidenced by a National Rural Notice an Officers' Certificate, Issuer Order or National Rural Order;
(c) Issuer Request, and any request or direction resolution of the Control Party mentioned herein shall Board of Directors of the Corporation, as the case may be, may be sufficiently evidenced by a Control Party Notice or Control Party OrderBoard Resolution;
(d) whenever in the administration of this Pledge Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate in the case of National Rural, and a certificate signed by any Vice President of the Control Party in the case of the Control Party;
(ec) the Collateral Agent may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in with respect of to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonthereon in accordance with such advice or Opinion of Counsel;
(f) the Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Pledge Agreement at the request or direction of either National Rural or the Control Party pursuant to this Pledge Agreement, unless such party shall have offered to the Collateral Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
(gd) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture debenture, note, coupon, security or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of National Rural, personally or by agent or attorney;
(he) the Collateral Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;; and
(if) unless explicitly stated herein to the contrary, the Collateral Agent shall have no duty to inquire as to the performance of National Rural’s covenants herein. In addition, the Collateral Agent shall not be deemed to have knowledge of any Event of Default unless the Collateral Agent has received a Control Party Notice in accordance with Section 4.01(a), and shall not be deemed to have knowledge of the cessation of the same until such time as it receives a National Rural Notice in accordance with Section 4.01(b); and
(j) unless explicitly stated herein to the contrary, the Collateral Agent shall have no obligation to take any action with respect to any Event of Default until it has received a Control Party Notice applicable to such event in accordance with Section 4.01(a), and the Collateral Agent shall have no liability liable for any action or inaction taken, suffered taken or omitted in respect of any such event by it prior to such time as the applicable Control Party Notice is delivered. Similarly, the Collateral Agent shall have no obligation to take any action with respect to the cessation of an Event of Default until it has received a National Rural Notice applicable to such event in accordance in accordance with Section 4.01(b), good faith and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event believed by it prior to such time as be authorized or within the applicable National Rural Notice is delivereddiscretion, rights or powers conferred upon it by this Agreement.
Appears in 1 contract
Certain Rights of Collateral Agent. Except as otherwise provided in Section 5.016.18:
(a) the Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b) any request or direction of National Rural the Issuer mentioned herein shall be sufficiently evidenced by a National Rural Notice an Issuer Request or National Rural Issuer Order, as the case may be;
(c) any request or direction of the Control Party mentioned herein shall be sufficiently evidenced by a Control Party Notice or Control Party Order;
(d) whenever in the administration of this Pledge Indenture or the Credit Agreement the Collateral Agent shall (i) deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate Officer’s certificate or Issuer Order, or (ii) be required to determine the value of any Assets or funds hereunder or the cash flows projected to be received therefrom, the Collateral Agent may, in the case absence of National Ruralbad faith on its part, and a certificate signed rely on reports of nationally recognized accountants (which may or may not be the Independent accountants appointed by any Vice President the Issuer pursuant to Section 10.9), investment bankers or other Persons qualified to provide the information required to make such determination, including nationally recognized dealers in securities of the Control Party in the case of the Control Partytype being valued, securities quotation services, loan pricing services and loan valuation agents;
(ed) as a condition to the taking or omitting of any action by it hereunder or under the Credit Agreement, the Collateral Agent may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered taken or omitted by it hereunder in good faith and in reliance thereon;
(fe) the Collateral Agent shall be under no obligation to exercise exercise, enforce or to honor any of the rights or powers vested in it by this Pledge Agreement Indenture at the request or direction of either National Rural or any of the Control Party Holders pursuant to this Pledge AgreementIndenture, unless such party Holders shall have offered provided to the Collateral Agent reasonable security or indemnity reasonably satisfactory to it against the costs, expenses (including reasonable attorneys’ fees and expenses) and liabilities which might reasonably be incurred by it in compliance with such request or direction;
(gf) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture note or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may may, and upon the written direction of a Majority of the Controlling Class shall (subject to the right hereunder to be indemnified to its reasonable satisfaction for associated expense and liability), make such further inquiry or investigation into such facts or matters as it may see fitfit or as it shall be directed, and, if and the Collateral Agent shall determine be entitled, on reasonable prior notice to make such further inquiry or investigationthe Issuer and the Collateral Manager, it shall be entitled to examine the books, books and records relating to the Debt and premises of National Ruralthe Assets, personally or by agent or attorney, during the Issuer’s or the Collateral Manager’s normal business hours; provided that, the Collateral Agent shall, and shall cause its agents to, hold in confidence all such information, except (i) to the extent disclosure may be required by law or by any regulatory, administrative, judicial or governmental authority and (ii) to the extent that the Collateral Agent, in its sole discretion, may determine that such disclosure is consistent with its obligations hereunder; provided, further, that the Collateral Agent may disclose on a confidential basis any such information to its agents, attorneys and auditors in connection with the performance of its responsibilities hereunder;
(hg) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder or under the Credit Agreement either directly or by or through agents or attorneys and attorneys; provided that, the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;
(h) the Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it reasonably believes to be authorized or within its rights or powers hereunder, including actions or omissions to act at the direction of the Collateral Manager;
(i) nothing herein shall be construed to impose an obligation on the part of the Collateral Agent to monitor, recalculate, evaluate, verify or independently determine the accuracy of any report, certificate or information received from the Issuer or Collateral Manager (unless explicitly stated herein and except to the contraryextent otherwise expressly set forth herein);
(j) to the extent any defined term hereunder, or any calculation required to be made or determined by the Collateral Agent hereunder, is dependent upon or defined by reference to generally accepted accounting principles (as in effect in the United States) (“GAAP”), the Collateral Agent shall have no duty be entitled to inquire request and receive (and conclusively rely upon) instruction from the Issuer or the accountants, which may or may not be the Independent accountants appointed by the Issuer pursuant to Section 10.8, (and in the absence of its receipt of timely instruction therefrom, shall be entitled to obtain from an Independent accountant at the expense of the Issuer) as to the performance application of National Rural’s covenants herein. In additionGAAP in such connection, in any instance;
(k) to the extent permitted by applicable law, the Collateral Agent shall not be required to give any bond or surety in respect of the execution of this Indenture or otherwise;
(l) the Collateral Agent shall not be deemed to have notice or knowledge of any matter unless a Bank Officer has actual knowledge thereof or unless written notice thereof is received by the Collateral Agent at the Corporate Trust Office and such notice references the Debt generally, the Issuer or this Indenture; whenever reference is made herein to a Default or an Event of Default such reference shall, insofar as determining any liability on the part of the Collateral Agent is concerned, be construed to refer only to a Default or an Event of Default of which the Collateral Agent is deemed to have knowledge in accordance with this paragraph;
(m) the permissive rights of the Collateral Agent to take or refrain from taking any actions enumerated in this Indenture or under the Credit Agreement shall not be construed as a duty;
(n) the Collateral Agent shall not be responsible for delays or failures in performance resulting from acts beyond its control and shall not be responsible or liable for any inaccuracies in the records of the Collateral Manager, any Clearing Agency, Euroclear, Clearstream or any other intermediary (other than the Bank in its individual or other capacities hereunder), or for the actions or omissions of any such Person hereunder (including compliance with the procedures relating to compliance with Rule 17g-5 in accordance with and to the extent set forth in Section 14.18) or under any document executed in connection herewith;
(o) unless the Collateral Agent has received a Control Party Notice in accordance with Section 4.01(a), and shall not be deemed receives written notice of an error or omission related to have knowledge financial information or disbursements provided to Holders within 90 days of Holders’ receipt of the cessation of the same until such time as it receives a National Rural Notice in accordance with Section 4.01(b); and
(j) unless explicitly stated herein to the contrarysame, the Collateral Agent shall have no obligation liability in connection with such and, absent direction by the requisite percentage of Holders entitled to take any action direct the Collateral Agent, no further obligations in connection therewith;
(p) the Collateral Agent or its Affiliates are permitted to receive additional compensation that could be deemed to be in the Collateral Agent’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to any Event certain of Default until it has received a Control Party Notice the Eligible Investments, (ii) using Affiliates to effect transactions in certain Eligible Investments and (iii) effecting transactions in certain Eligible Investments. Such compensation is not payable or reimbursable under Section 6.24;
(q) in order to comply with applicable to such event in accordance with Section 4.01(a), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable Control Party Notice is delivered. Similarlylaw, the Collateral Agent shall have no obligation is required to take any action obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with respect the Collateral Agent. Accordingly, each of the parties agrees to the cessation of an Event of Default until it has received a National Rural Notice applicable provide to such event in accordance in accordance with Section 4.01(b), and the Collateral Agent shall have no liability upon its request from time to time such identifying information and documentation as may be available for any action such party or inaction takenits agents in order to enable the Collateral Agent to comply with applicable law. In accordance with the U.S. Unlawful Internet Gambling Act, suffered the Issuer may not use the Accounts or omitted other Bank facilities in respect of any the United States to process “restricted transactions” as such event by it prior to such time as the applicable National Rural Notice term is delivereddefined in U.S. 31 CFR Section 132.2(y).
Appears in 1 contract
Samples: Indenture (GOLUB CAPITAL BDC, Inc.)
Certain Rights of Collateral Agent. Except as otherwise provided in Section 5.01:
(a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b) any request or direction of National Rural CFC mentioned herein shall be sufficiently evidenced by a National Rural CFC Notice or National Rural CFC Order;
(c) any request or direction of the Control Party Xxxxxx Mac mentioned herein shall be sufficiently evidenced by a Control Party Xxxxxx Mac Notice or Control Party Xxxxxx Mac Order;
(d) whenever in the administration of this Pledge Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ ' Certificate in the case of National RuralCFC, and a certificate signed by any Vice President of the Control Party Xxxxxx Mac in the case of the Control PartyXxxxxx Mac;
(e) the Collateral Agent may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;
(f) the Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Pledge Agreement at the request or direction of either National Rural CFC or the Control Party Xxxxxx Mac pursuant to this Pledge Agreement, unless such party shall have offered to the Collateral Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
(g) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of National RuralCFC, personally or by agent or attorney;
(h) the Collateral Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;
(i) unless explicitly stated herein to the contrary, the Collateral Agent shall have no duty to inquire as to the performance of National Rural’s covenants herein. In addition, the Collateral Agent shall not be deemed to have knowledge of any Event of Default unless the Collateral Agent has received a Control Party Notice in accordance with Section 4.01(a), and shall not be deemed to have knowledge of the cessation of the same until such time as it receives a National Rural Notice in accordance with Section 4.01(b); and
(j) unless explicitly stated herein to the contrary, the Collateral Agent shall have no obligation to take any action with respect to any Event of Default until it has received a Control Party Notice applicable to such event in accordance with Section 4.01(a), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable Control Party Notice is delivered. Similarly, the Collateral Agent shall have no obligation to take any action with respect to the cessation of an Event of Default until it has received a National Rural Notice applicable to such event in accordance in accordance with Section 4.01(b), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable National Rural Notice is delivered.attorneys
Appears in 1 contract
Samples: Pledge Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Certain Rights of Collateral Agent. Except as otherwise provided in Subject to the provisions of Section 5.015.3:
(a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, coupon, security or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b) any request request, direction, order or direction demand of National Rural the Corporation mentioned herein shall be sufficiently evidenced by a National Rural Notice an Officer's Certificate, Issuer Order or National Rural Order;
(c) Issuer Request, and any request or direction resolution of the Control Party mentioned herein shall Board of Directors of the Corporation, as the case may be, may be sufficiently evidenced by a Control Party Notice or Control Party OrderBoard Resolution;
(d) whenever in the administration of this Pledge Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate in the case of National Rural, and a certificate signed by any Vice President of the Control Party in the case of the Control Party;
(ec) the Collateral Agent may consult with counsel and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in with respect of to any action taken, suffered or omitted by it hereunder in good faith and in reliance thereonthereon in accordance with such advice or Opinion of Counsel;
(f) the Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Pledge Agreement at the request or direction of either National Rural or the Control Party pursuant to this Pledge Agreement, unless such party shall have offered to the Collateral Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
(gd) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, approval, appraisal, bond, debenture debenture, note, coupon, security or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of National Rural, personally or by agent or attorney;
(he) the Collateral Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any such agent or attorney appointed with due care by it hereunder;; and
(if) unless explicitly stated herein to the contrary, the Collateral Agent shall have no duty to inquire as to the performance of National Rural’s covenants herein. In addition, the Collateral Agent shall not be deemed to have knowledge of any Event of Default unless the Collateral Agent has received a Control Party Notice in accordance with Section 4.01(a), and shall not be deemed to have knowledge of the cessation of the same until such time as it receives a National Rural Notice in accordance with Section 4.01(b); and
(j) unless explicitly stated herein to the contrary, the Collateral Agent shall have no obligation to take any action with respect to any Event of Default until it has received a Control Party Notice applicable to such event in accordance with Section 4.01(a), and the Collateral Agent shall have no liability liable for any action or inaction taken, suffered taken or omitted in respect of any such event by it prior to such time as the applicable Control Party Notice is delivered. Similarly, the Collateral Agent shall have no obligation to take any action with respect to the cessation of an Event of Default until it has received a National Rural Notice applicable to such event in accordance in accordance with Section 4.01(b), good faith and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event believed by it prior to such time as be authorized or within the applicable National Rural Notice is delivereddiscretion, rights or powers conferred upon it by this Agreement.
Appears in 1 contract
Certain Rights of Collateral Agent. Except as otherwise provided in Section 5.01:
(a) the Collateral Agent may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;
(b) any request or direction of National Rural mentioned herein shall be sufficiently evidenced by a National Rural Notice or National Rural Order;
(c) any request or direction of the Control Party Fxxxxx Mac mentioned herein shall be sufficiently evidenced by a Control Party Fxxxxx Mac Notice or Control Party Fxxxxx Mac Order;
(d) whenever in the administration of this Pledge Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate in the case of National Rural, and a certificate signed by any Vice President of the Control Party Fxxxxx Mac in the case of the Control PartyFxxxxx Mac;
(e) the Collateral Agent may consult with counsel and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;
(f) the Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Pledge Agreement at the request or direction of either National Rural or the Control Party Fxxxxx Mac pursuant to this Pledge Agreement, unless such party shall have offered to the Collateral Agent reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;
(g) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of National Rural, personally or by agent or attorney;
(h) the Collateral Agent may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder;
(i) unless explicitly stated herein to the contrary, the Collateral Agent shall have no duty to inquire as to the performance of National Rural’s covenants herein. In addition, the Collateral Agent shall not be deemed to have knowledge of any Event of Default unless the Collateral Agent has received a Control Party Fxxxxx Mac Notice in accordance with Section 4.01(a), and shall not be deemed to have knowledge of the cessation of the same until such time as it receives a National Rural Notice in accordance with Section 4.01(b); and
(j) unless explicitly stated herein to the contrary, the Collateral Agent shall have no obligation to take any action with respect to any Event of Default until it has received a Control Party Fxxxxx Mac Notice applicable to such event in accordance with Section 4.01(a), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable Control Party Fxxxxx Mac Notice is delivered. Similarly, the Collateral Agent shall have no obligation to take any action with respect to the cessation of an Event of Default until it has received a National Rural Notice applicable to such event in accordance in accordance with Section 4.01(b), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable National Rural Notice is delivered.
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Samples: Pledge Agreement (National Rural Utilities Cooperative Finance Corp /Dc/)
Certain Rights of Collateral Agent. Except as otherwise provided in Section 5.01:
(a) the The Collateral Agent may conclusively rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture debenture, note, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;.
(b) any request or direction of National Rural mentioned herein shall be sufficiently evidenced by a National Rural Notice or National Rural Order;
(c) any request or direction of the Control Party mentioned herein shall be sufficiently evidenced by a Control Party Notice or Control Party Order;
(d) whenever in the administration of this Pledge Agreement the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers’ Certificate in the case of National Rural, and a certificate signed by any Vice President of the Control Party in the case of the Control Party;
(e) the The Collateral Agent may consult with counsel of its selection and the advice of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;.
(fc) the The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Pledge Agreement at the request or direction of either National Rural or the Control Party any of Required Lenders pursuant to this Pledge Agreement, unless such party Lenders shall have offered to the Collateral Agent reasonable security or indemnity satisfactory to the Collateral Agent against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;.
(gd) the Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, or to recompute, verify, reclassify or recalculate any information contained therein, but the Collateral Agent, in its sole and absolute discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of National Rural, personally or by agent or attorney;
(h) the The Collateral Agent may execute any of the its powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and may employ or retain such counsel, accountants, appraisers or other experts or advisers as it may reasonably require for the purpose of determining and discharging its rights and duties hereunder and the Collateral Agent shall not be responsible for any misconduct or negligence on the part of any agent of them.
(e) The Collateral Agent shall not be liable for any action taken, suffered, or attorney appointed with due care omitted to be taken by it hereunder;in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.
(f) In no event shall the Collateral Agent be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Collateral Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.
(g) The Collateral Agent shall not be deemed to have notice of any Event of Default unless a responsible officer of the Collateral Agent has actual knowledge thereof or unless written notice of any event which is in fact such a default is received by the Collateral Agent at its corporate trust office, and such notice references this Agreement.
(h) In no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Collateral Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
(i) unless explicitly stated herein The rights, privileges, protections, immunities and benefits given to the contraryAdministrative Agent under the Credit Agreement, including, without limitation, the right to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent hereunder, and by each agent, custodian and other Person employed to act hereunder.
(j) The rights and powers granted to the Collateral Agent hereunder are being granted in order to preserve and protect the security interest of the Collateral Agent and the other Secured Parties in and to the Collateral granted hereby and shall not be interpreted to, and shall not, impose any duties on the Collateral Agent in connection therewith.
(k) Notwithstanding anything in this Agreement to the contrary and for the avoidance of doubt, the Collateral Agent shall have no duty to inquire as act outside of the United States in respect of any Collateral located in the jurisdiction other than the United States (“Foreign Collateral”) but shall at the specific request of the Administrative Agent appoint a Person or Persons selected by the Administrative Agent to act on behalf of the performance of National Rural’s covenants hereinSecured Parties with respect to such Foreign Collateral. In addition, Such qualified Person or Persons and the Collateral Agent shall, provided the same are reasonably acceptable to the Collateral Agent, enter into a collateral assignment pledge agreement, mortgage, enforcing document or other security agreement to enforce rights with respect to Foreign Collateral and such Person or Persons shall not be deemed to have knowledge exercise the rights and remedies of any Event of Default unless the Collateral Agent has received a Control Party Notice and the Secured Parties in accordance with Section 4.01(a), the Foreign Collateral for their respective benefit. The duties and shall not be deemed to have knowledge responsibilities of the cessation of the same until such time as it receives a National Rural Notice in accordance with Section 4.01(b); and
(j) unless explicitly stated herein to the contrary, the Collateral Agent shall have no obligation to take any action with respect to any Event of Default until it has received a Control Party Notice applicable Person or Persons and any Collateral are limited to such event those set forth in accordance with Section 4.01(a), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable Control Party Notice is delivered. Similarly, the Collateral Agent shall have no obligation to take any action with respect to the cessation of an Event of Default until it has received a National Rural Notice applicable to such event in accordance in accordance with Section 4.01(b), and the Collateral Agent shall have no liability for any action or inaction taken, suffered or omitted in respect of any such event by it prior to such time as the applicable National Rural Notice is deliveredthis Section.
Appears in 1 contract
