Co-Collateral Agent Sample Clauses
Co-Collateral Agent. If appropriate under Applicable Law, Agent may appoint a Person to serve as a co-collateral agent or separate collateral agent under any Loan Document. Each right, remedy and protection intended to be available to Agent under the Loan Documents shall also be vested in such agent. Secured Parties shall execute and deliver any instrument or agreement that Agent may request to effect such appointment. If any such agent shall die, dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of the agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new agent.
Co-Collateral Agent. If appropriate under Applicable Law, Agent may appoint a Person to serve as a co-collateral agent or separate collateral agent under any Loan Document. Each right, remedy and protection intended to be available to Agent under the Loan Documents shall also be vested in such agent. Every covenant and obligation necessary to the exercise thereof by such agent shall run to and be enforceable by it as well as Agent. Secured Parties shall execute and deliver any instrument or agreement that Agent may request to effect such appointment. If any such agent shall die, dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of the agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new agent.
Co-Collateral Agent. (a) Except as expressly set forth herein, (i) Co-Collateral Agent shall not have any duties or responsibilities, (ii) Co-Collateral Agent shall not have or be deemed to have any fiduciary relationship with any Lender and (iii) no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Co-Collateral Agent. At any time that any Lender serving (or whose Affiliate is serving) as Co-Collateral Agent shall have transferred to any other Person (other than any Affiliates) all of its interests in the Loans and the Revolving Loan Commitment, such Lender (or an Affiliate of such Lender acting as Co-Collateral Agent) shall be deemed to have concurrently resigned as Co-Collateral Agent (and no successor will be appointed hereunder). In addition, Co-Collateral Agent may at any time in its sole discretion resign from acting in such capacity upon written notice to Agent and the Borrower Representative. In the event that there shall exist no Person acting in the capacity of Co-Collateral Agent, any references herein to the Co-Collateral Agent shall be deemed to refer to Agent.
(b) In the event that, with respect to any matter herein that requires or permits a decision, exercise of discretion or other determination by Agent and/or Co-Collateral Agent (including matters relating to Reserves and other matters affecting the calculation of any Borrowing Base, any Availability or any Maximum Revolving Loan Balance), Agent and Co-Collateral Agent do not agree on such determination, the same shall reflect the determination of the Person that asserts the most conservative Credit Judgment on behalf of the Lenders. For the avoidance of doubt, Agent shall have the sole and exclusive authority to act as collateral agent for the Secured Parties for purposes of perfecting and administering Liens granted by the Credit Parties and for all other purposes stated herein and in the other Loan Documents (other than the authority specifically granted to the Co-Collateral Agent herein). As used in this subsection 8.13(b), “Credit Judgment” shall mean Agent’s or Co-Collateral Agent’s, as the case may be, judgment exercised in good faith and in the exercise of reasonable (from the perspective of a secured asset based lender) business judgment, based upon its consideration of any factor that it believes (a) could adversely affect the quantity, quality, mix or value of Collateral (includ...
Co-Collateral Agent. It is the intent of the parties that there shall be no violation of any Applicable Law denying or restricting the right of financial institutions to transact business in any jurisdiction. If Collateral Agent believes that it may be limited in the exercise of any rights or remedies under the Loan Documents due to any Applicable Law, or for any other reason in its sole discretion, Collateral Agent (or the Lenders) may appoint an additional Person as a co-collateral agent. If Collateral Agent (or the Lenders) so appoints a co-collateral agent, each right and remedy intended to be available to Collateral Agent under the Loan Documents shall also be vested in such separate agent. Every covenant and obligation necessary to the exercise thereof by such agent shall run to and be enforceable by it as well as Collateral Agent. Secured Parties shall execute and deliver such documents as Collateral Agent deems appropriate to vest any rights or remedies in such agent. If any co-collateral agent shall die or dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of such agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Collateral Agent until appointment of a new agent. For the avoidance of doubt, French Collateral Agent shall be a co-collateral agent hereunder.
Co-Collateral Agent. If the Collateral Agent shall from time to time deem it necessary or advisable, for its own protection in the performance of its duties hereunder or in the interest of the Secured Creditors, the parties hereto shall (subject to their approval so long as they are not in default under any Loan Document, such approval not be unreasonably withheld or delayed) execute and deliver a supplemental agreement and all other instruments and agreements necessary or advisable, in the reasonable opinion of the Collateral Agent, to constitute another commercial bank or trust company, or one or more other Persons approved by the Collateral Agent, to act as co-Collateral Agent or agent with respect to any part of the Collateral, with such powers of the Collateral Agent as may be provided in such supplemental agreement, and to vest in such bank, trust company or Person as such co-Collateral Agent or separate agent, as the case may be, any properties, rights, powers, privileges and duties of the Collateral Agent under this Agreement or any Security Document.
Co-Collateral Agent. It is the intent of the parties that there shall be no violation of any Applicable Law denying or restricting the right of financial institutions to transact business in any jurisdiction. If appropriate under Applicable Law (including, without limitation, any situation in which Agent believes that it may be limited in the exercise of any rights or remedies under the Loan Documents due to any Applicable Law), Agent may appoint a Person to serve as a separate security trustee, co-collateral agent or separate collateral agent under any Loan Document. Each right, remedy and protection intended to be available to Agent under the Loan Documents shall also be vested in such agent. Secured Parties shall execute and deliver any instrument, agreement or other document that Agent may request to effect such appointment. If any such separate security trustee, co-collateral agent or separate collateral agent shall die, dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of such agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new agent.
Co-Collateral Agent. If appropriate under Applicable Law, Agent may appoint a Person to serve as a co-collateral agent or separate collateral agent under any Loan Document. Each right, remedy and protection intended to be available to Agent under the Loan Documents shall also be vested in such agent. Secured Parties shall execute and deliver any instrument or agreement that Agent may request to effect such appointment. If any such agent shall die, dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of the agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new agent. Due Diligence and Non-Reliance . Each Lender acknowledges and agrees that it has, independently and without reliance upon Agent or any other Lenders, and based upon such documents, information and analyses as it has deemed appropriate, made its own credit analysis of each Obligor and its own decision to enter into this Agreement and to fund Loans hereunder. Each Secured Party has made such inquiries as it feels necessary concerning the Loan Documents, Collateral and Obligors. Each Secured Party acknowledges and agrees that the other Secured Parties have made no representations or warranties concerning any Obligor, any Collateral or the legality, validity, sufficiency or enforceability of any Loan Documents or Obligations. Each Secured Party will, independently and without reliance upon any other Secured Party, and based upon such financial statements, documents and information as it deems appropriate at the time, continue to make and rely upon its own credit decisions in making Loans and in taking or refraining from any action under any Loan Documents. Except for notices, reports and other information expressly requested by a Lender, Agent shall have no duty or responsibility to provide any Secured Party with any notices, reports or certificates furnished to Agent by any Obligor or any credit or other information concerning the affairs, financial condition, business or Properties of any Obligor (or any of its Affiliates) which may come into possession of Agent or its Affiliates. Remittance of Payments and Collections .
Co-Collateral Agent. If a Co-Collateral Agent proposes an adjustment or revision to Borrowing Base eligibility standards, advance rates applicable to the Borrowing Base or Reserves, or makes any other proposal regarding a determination or action which may be made by the Co-Collateral Agents pursuant to this Agreement or any Security Document, the other Co-Collateral Agent shall respond to such proposal within three Business Days of its receipt of such written proposal. In the event that the Co-Collateral Agents do not agree on eligibility standards or Reserves or any other action or determination which may be made by the Co-Collateral Agents pursuant to the Agreement or any Security Documents, the Administrative Agent shall nevertheless undertake such action with respect thereto as any Co-Collateral Agent may request (subject to the other provisions of this Agreement); provided that the amount of Reserves established or increased or eligibility reduced by any Co-Collateral Agent in the event of any such disagreement may not exceed £5,000,000 in the aggregate at any time outstanding for all such disagreements; and further provided that the Administrative Agent may not, without the prior consent of such Co-Collateral Agent, reduce or eliminate any such Reserves established under this sentence; and further provided that if the Co-Collateral Agents subsequently agree on the establishment or amount of Reserves to be imposed after their initial disagreement, the Reserves so established upon such agreement shall not be subject to the first proviso hereof and shall not be included in calculating the amount of Reserves or eligibility reductions permitted under such first proviso.
Co-Collateral Agent. If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is reasonably necessary in the interest of the Secured Parties, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder, the Collateral Agent and Issuer shall, at the reasonable request of the Collateral Agent, execute and deliver all instruments and agreements necessary or proper to constitute one or more persons approved by the Collateral Agent, either to act as co-Collateral Agent or co-Collateral Agents of all or any of the Collateral, jointly with the applicable Collateral Agent originally named herein or any successor or successors, or to act as separate collateral agent or collateral agents any such property.
Co-Collateral Agent. If at any time it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any part of the Collateral is located, or the Collateral Agent is so advised by counsel, the parties hereto shall execute and deliver an agreement supplemental hereto and all other instruments and agreements necessary or proper to constitute a bank or trust company or one or more Persons approved by the Collateral Agent and the Required Holders (with the written consent of the Company Representative, which consent shall not be unreasonably withheld), to act as co-collateral agent, jointly with the Collateral Agent, or to act as separate collateral agent hereunder.