Co-Collateral Agents; Separate Collateral Agents. (a) 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, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of any of the Secured Parties, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any other Security Document, the Collateral Agent and any other Loan Party requested by the Collateral Agent shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more other Persons approved by the Collateral Agent and (except if an Event of Default shall have occurred and be continuing) the Borrower (which consent shall not be unreasonably withheld), either to act as co-collateral agent or co-collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. If the Borrower or any other Loan Party so requested by the Collateral Agent shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Collateral Agent to do so, or if an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 6.07(a) without the concurrence of such Loan Parties and execute and deliver such instruments and agreements on behalf of such Loan Parties. Each of the Loan Parties hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 6.07(a) in either of such contingencies. (b) Every separate collateral agent and every co-collateral agent, other than any successor Collateral Agent appointed pursuant to Section 6.05, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent; (ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant other Security Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents; (iii) no power given hereby or by the relevant other Security Documents to, or which is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding; (iv) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder; and (v) the Borrower and the Collateral Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate collateral agent or co-collateral agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Collateral Agent to do so, or if a Default under the Revolving Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor without the concurrence of the Borrower, the Borrower hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-collateral agent and the successor to any such separate collateral agent or co-collateral agent shall be appointed by the Borrower and the Collateral Agent, or by the Collateral Agent alone pursuant to this Section 6.07(b).
Appears in 2 contracts
Samples: Collateral Agreement (American Axle & Manufacturing Holdings Inc), Collateral Agreement (American Axle & Manufacturing Holdings Inc)
Co-Collateral Agents; Separate Collateral Agents. (a) 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, which for such purposes shall include any assets of any Loan Party upon which a Shared Collateral or the First Lien is granted pursuant to any other Security Document to secure any Secured Obligations, Shared Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to itit and to the 2014 Notes Indenture Trustee, that it is necessary or prudent in the interest of any of the Secured Parties, or the Collateral Agent shall deem it desirable for its own protection in or the performance of its duties hereunder or under any other Security DocumentFirst Lien Secured Parties to conform to such law, the Collateral Agent and any other Loan Party requested by the Collateral Agent shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more other Persons individuals approved by the Collateral Agent and (except if an Event of Default shall have occurred and be continuing) the Borrower (which consent shall not be unreasonably withheld)2014 Notes Indenture Trustee, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agentor successors, or to act as a separate or sub-collateral agent or collateral agents of any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. If the Borrower or any other Loan Party so requested by the Collateral Agent and the First Lien Secured Parties in respect of the Shared Collateral and/or First Lien Shared Collateral. Any co-collateral agent or separate or sub-collateral agent appointed to act with respect to the Project shall not have joined in meet the execution of such instruments and agreements within 10 days after it receives requirements for a written request from the successor Collateral Agent to do so, or if an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this set forth in Section 6.07(a) without the concurrence of such Loan Parties and execute and deliver such instruments and agreements on behalf of such Loan Parties. Each of the Loan Parties hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 6.07(a) in either of such contingencies3.9.
(b) Every separate or sub-collateral agent (and all references herein to a "separate collateral agent" shall be deemed to refer also to a "sub-collateral agent" or a "collateral sub-agent") and every co-collateral agent, other than any collateral agent which may be appointed as successor to any Collateral Agent appointed pursuant to Section 6.05Agent, shall, to the extent permitted by applicable law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) all rights, remedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent in respect of the custody, control and management of moneysmonies, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agenthereunder;
(ii) all rights, remedies, powers, duties and obligations obligation conferred upon, reserved or imposed upon the Collateral Agent hereunder and under the relevant other Security Documents shall be conferred conferred, reserved or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointlyjointly or severally, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that that, under any law of any jurisdiction in which any particular act or acts are to be performed performed, the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, remedies, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(iii) no power given hereby or by the relevant other Security Documents to, or which it is provided herein or therein hereby may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding;
(iv) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder; and
(v) the Borrower and the Collateral Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate collateral agent or co-collateral agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Collateral Agent to do so, or if a Default under the Revolving Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor without the concurrence of the Borrower, the Borrower hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above providedshall be exercised hereunder by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents except (subject to applicable law) jointly with, or with the consent or at the direction in writing of, the Collateral Agent;
(iv) all provisions of this Agreement relating to the Collateral Agent or to releases of Collateral shall apply to any such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(v) no collateral agent constituted under this Section 10.13 shall be personally liable by reason of any act or omission of any other separate or co-collateral agent or the Collateral Agent hereunder; and
(vi) subject to clause (c) below, the Collateral Agent may at any time, time by an instrument in writing, executed by it, may (x) accept the resignation of any such separate collateral agent or co-collateral agent, (y) remove any such separate collateral agent or co-collateral agent agent, and in that case, by an instrument in writing executed by the Collateral Agent, and (z) appoint a successor to any such separate collateral agent or co-collateral agent shall be appointed by the Borrower and the Collateral Agentagent.
(c) Notwithstanding any other provision of this Section 10.13, or by the Collateral Agent alone pursuant to this Section 6.07(b)shall not appoint any separate collateral agent or co-collateral agent at the objection of any Project Credit Party.
Appears in 1 contract
Samples: Intercreditor and Subordination Agreement (Lakes Entertainment Inc)
Co-Collateral Agents; Separate Collateral Agents. (a) 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, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of any of the Secured Parties, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any other Security Document, the Collateral Agent and any other Loan Party requested by the Collateral Agent shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more other Persons approved by the Collateral Agent and (except if an Event of Default shall have occurred and be continuing) the Borrower (which consent shall not be unreasonably withheld), either to act as co-co collateral agent or co-co collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, Collateral under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. If the Borrower or any other Loan Party so requested by the Collateral Agent shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Collateral Agent to do so, or if an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 6.07(a) without the concurrence of such Loan Parties and execute and deliver such instruments and agreements on behalf of such Loan Parties. Each of the Loan Parties hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 6.07(a) in either of such contingencies.
(b) Every separate collateral agent and every co-co collateral agent, other than any successor Collateral Agent appointed pursuant to Section 6.05, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant other Security Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-co collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-co collateral agent or co-co collateral agents, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-co collateral agent or co-co collateral agents;
(iii) no power given hereby or by the relevant other Security Documents to, or which is provided herein or therein may be exercised by, any such co-co collateral agent or co-co collateral agents or separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-co collateral agent or co-co collateral agents or separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding;
(iv) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder; and
(v) the Borrower and the Collateral Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate collateral agent or co-co collateral agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate collateral agent or co-co collateral agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Collateral Agent to do so, or if a Default under the Revolving Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-co collateral agent and to appoint a successor without the concurrence of the Borrower, the Borrower hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-co collateral agent or co-co collateral agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-co collateral agent and the successor to any such separate collateral agent or co-collateral agent shall be appointed by the Borrower and the Collateral Agent, or by the Collateral Agent alone pursuant to this Section 6.07(b).
Appears in 1 contract
Samples: Collateral Agreement (American Axle & Manufacturing Holdings Inc)
Co-Collateral Agents; Separate Collateral Agents. (a) 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, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of any of the Secured PartiesParties or the Cyprus Amax Noteholders, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any other Security Loan Group Document, the Collateral Agent and any other Loan Group Party requested by the Collateral Agent shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more other Persons persons approved by the Collateral Agent and (except if an Event of a Loan Group Default shall have occurred and be continuing) the Borrower (FCX, which consent approval shall not be unreasonably withheld)withheld or delayed, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, under this Agreement or under any of the other Security Loan Group Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of under this Agreement or under any of the Collateral, which for such purposes shall include any assets of any other Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured ObligationsGroup Documents. If the Borrower FCX or any other Loan Group Party so requested by the Collateral Agent shall not have joined in the execution of executed such instruments and agreements within 10 days after it receives a written request from the Collateral Agent to do so, or if an Event of a Loan Group Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 6.07(a8.06(a) without the concurrence of such Loan Group Parties and execute and deliver such instruments and agreements on behalf of such Loan Group Parties. Each of the Loan Group Parties hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 6.07(a8.06(a) in either of such contingencies.
(b) Every separate collateral agent and every co-collateral agent, other than any successor Collateral Agent appointed pursuant to Section 6.058.05, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant other Security Loan Group Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(iii) no power given hereby or by the relevant other Security Loan Group Documents to, or which is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding;
(iv) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder; and
(v) the Borrower FCX and the Collateral Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate collateral agent or co-collateral agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower FCX shall not have joined in the execution of executed any such instrument within 10 days after it receives a written request from the Collateral Agent to do so, or if a Default under the Revolving Credit Agreement or an Event of Loan Group Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor without the concurrence of the BorrowerFCX, the Borrower FCX hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-collateral agent and the successor to any such separate collateral agent or co-collateral agent shall be appointed by the Borrower FCX and the Collateral Agent, or by the Collateral Agent alone pursuant to this Section 6.07(b8.06(b).
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Phelps Dodge Corp)
Co-Collateral Agents; Separate Collateral Agents. (a) 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, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of any of the Secured Parties, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any other Security Document, the Collateral Agent and any other Loan Party requested by the Collateral Agent shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more other Persons approved by the Collateral Agent and (except if an Event of Default under either Credit Agreement shall have occurred and be continuing) the Borrower (which consent shall not be unreasonably withheld), either to act as co-collateral agent or co-collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. If the Borrower or any other Loan Party so requested by the Collateral Agent shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Collateral Agent to do so, or if an Event of Default under either Credit Agreement shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 6.07(a) without the concurrence of such Loan Parties and execute and deliver such instruments and agreements on behalf of such Loan Parties. Each of the Loan Parties hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 6.07(a) in either of such contingencies.
(b) Every separate collateral agent and every co-collateral agent, other than any successor Collateral Agent appointed pursuant to Section 6.05, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant other Security Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(iii) no power given hereby or by the relevant other Security Documents to, or which is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding;
(iv) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder; and
(v) the Borrower and the Collateral Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate collateral agent or co-collateral agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Collateral Agent to do so, or if a Default under the Revolving either Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor without the concurrence of the Borrower, the Borrower hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-collateral agent and the successor to any such separate collateral agent or co-collateral agent shall be appointed by the Borrower and the Collateral Agent, or by the Collateral Agent alone pursuant to this Section 6.07(b).
Appears in 1 contract
Samples: Collateral Agreement (American Axle & Manufacturing Holdings Inc)
Co-Collateral Agents; Separate Collateral Agents. (a) If at any time or times it shall be necessary or prudent or, in order to conform to any law the judgment of any jurisdiction in which any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or desirable, then the Collateral Agent shall be advised by counselentitled to appoint one or more sub-collateral agents or co-collateral agents, satisfactory to itand in such case the Collateral Agent, that it is necessary or prudent the Borrower and each of the other Credit Parties having an interest in the interest of any of the Secured Parties, Collateral with respect to which such separate or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder sub-collateral agent or under any other Security Document, the Collateral Agent and any other Loan Party requested by the Collateral Agent co-collateral agent is to act shall execute and deliver all instruments and agreements necessary or proper to constitute another bank bank, trust company or trust companyother entity, or one or more other Persons individuals approved by the Collateral Agent and (except if an Event of Default shall have occurred and be continuing) the Borrower (which consent shall not be unreasonably withheld)Agent, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agentor successors, or to act as a separate or sub-collateral agent or collateral agents of the Collateral Agent and the Secured Creditors in respect of any or all of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. If the Borrower or any and each of the other Loan Party so requested by Credit Parties having an interest in the Collateral Agent with respect to which such separate or sub-collateral agent or co-collateral agent is to act shall not have joined in the execution of such instruments and or agreements within 10 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if a Default or an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 6.07(a) 10.11 without the concurrence of such Loan Parties the Borrower or any other Credit Party, and execute the Borrower and deliver such instruments and agreements on behalf of such Loan Parties. Each each of the Loan other Credit Parties hereby appoints irrevocably appoint the Collateral Agent as its their agent and attorney to act for it them under the foregoing provisions of this Section 6.07(a) 10.11 in either of such contingencies.
(b) Every separate or sub-collateral agent (and all references herein to a "separate collateral agent" shall be deemed to refer also to a "sub-collateral agent" or a "collateral sub-agent") and every co-collateral agent, other than any collateral agent which may be appointed as successor to any Collateral Agent appointed pursuant to Section 6.05Agent, shall, to the extent permitted by applicable law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent;
(ii) all rightsremedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent hereunder and under the relevant other Security Documents shall be conferred conferred, reserved or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointlyjointly or severally, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that that, under any law of any jurisdiction in which any particular act or acts are to be performed performed, the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, remedies, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(iiiii) no power given hereby or by the relevant other Security Documents to, or which it is provided herein or therein hereby may be exercised by, any such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents or shall be exercised hereunder by such separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents except (subject to applicable law) jointly with, or with the consent or at the direction in writing of, the Collateral Agent;
(iii) all provisions of this Credit Agreement and any relevant Collateral Document relating to the Collateral Agent or to releases of Collateral shall apply to any such separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstandingco-collateral agent or co-collateral agents;
(iv) no collateral agent hereunder constituted under this Section 10.11 shall be personally liable by reason of any act or omission of any other separate or co-collateral agent or the Collateral Agent hereunder; and
(v) the Borrower and the Collateral Agent, Agent at any time by an instrument in writing writing, executed by them jointlyit, may accept the resignation of any such separate collateral agent or co-collateral agent and the Collateral Agent or the Required Lenders may individually or jointly remove any such separate collateral agent or co-collateral agent andagent, and in that case case, by an instrument in writing executed by them jointlythe Collateral Agent or the Required Lenders, as the case may be, and the Collateral Agent or the Required Lenders, as the case may be, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything herein contained herein to the contrary notwithstanding. If the Borrower and each of the other Credit Parties shall not have joined in the execution of any such instrument within 10 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if a Default under the Revolving Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, and to execute any such instrument without the concurrence of the BorrowerBorrower or any other Credit Party, and the Borrower and each of the other Credit Parties hereby appointing irrevocably appoint the Collateral Agent its their agent and attorney to act for it them in such connection in either of such contingencycontingencies. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-collateral agent and agent, the successor to any such separate collateral agent or co-collateral agent shall to be appointed by the Borrower and each of the other Credit Parties and the Collateral Agent, or by the Collateral Agent alone pursuant alone, as hereinabove provided in this Section 10.11.
(c) Without limiting the foregoing, each of the parties to this Credit Agreement (and each other Credit Party) hereby agrees to the appointment of BTCC, as sub-collateral agent of the Collateral Agent, for the purposes set forth in Section 6.07(b)10.15 of the U.S. Security Agreement.
Appears in 1 contract
Co-Collateral Agents; Separate Collateral Agents. (a) 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, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to itit and to the Required Minimum Payment Guarantor Secured Creditors, the Administrative Agent and the New Bond Trustees, that it is necessary or prudent in the interest of any of the Collateral Agent or the Secured PartiesCreditors, or then the Collateral Agent shall deem it desirable for its own protection be entitled to appoint one or more sub-collateral agents or co-collateral agents, and in such case the Collateral Agent, the Borrower and each of the other Credit Parties having an interest in the performance of its duties hereunder Collateral located in the State in which such separate or under any other Security Document, the Collateral Agent and any other Loan Party requested by the Collateral Agent sub-collateral agent or co-collateral agent is to act shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more other Persons individuals approved by the Collateral Agent and (except if an Event of Default shall have occurred and be continuing) the Borrower (which consent shall not be unreasonably withheld)Agent, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agentor successors, or to act as a separate collateral or subcollateral agent or collateral agents of the Collateral Agent and the Secured Creditors in respect of any or all of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. If the Borrower or any and each of the other Loan Party so requested by Credit Parties having an interest in the Collateral Agent located in the State in which such separate or sub-collateral agent or co-collateral agent is to act shall not have joined in the execution of such instruments and or agreements within 10 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if a Default or an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 6.07(a) 20 without the concurrence of such Loan Parties the Borrower and execute the other Credit Parties, and deliver such instruments the Borrower and agreements on behalf of such Loan Parties. Each each of the Loan other Credit Parties hereby appoints irrevocably appoint the Collateral Agent as its their agent and attorney to act for it them under the foregoing provisions of this Section 6.07(a) 20 in either of such contingencies. Any co-collateral agent or separate or sub-collateral agent appointed to act with respect to the Casino shall be a Qualified Person.
(b) Every separate or sub-collateral agent (and all references herein to a "separate collateral agent" shall be deemed to refer also to a "sub-collateral agent" or a "collateral sub-agent") and every co-collateral agent, other than any collateral agent which may be appointed as successor to any Collateral Agent appointed pursuant to Section 6.05Agent, shall, to the extent permitted by applicable law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) all rights, remedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent in respect of the custody, control and management of moneysmonies, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agenthereunder;
(ii) all rights, remedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent hereunder and under the relevant other Security Documents shall be conferred conferred, reserved or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointlyjointly or severally, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that that, under any law of any jurisdiction in which any particular act or acts are to be performed performed, the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, remedies, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(iii) no power given hereby or by the relevant other Security Documents to, or which it is provided herein or therein hereby may be exercised by, any such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents or shall be exercised hereunder by such separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents except (subject to applicable law) jointly with, or with the consent or at the direction in writing of, the Collateral Agent;
(iv) all provisions of this Agreement relating to the Collateral Agent or to releases of Collateral shall apply to any such separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstandingco-collateral agent or co-collateral agents;
(ivv) no collateral agent hereunder constituted under this Section 20 shall be personally liable by reason of any act or omission of any other separate or co-collateral agent or the Collateral Agent hereunder; and
(vvi) the Borrower and the Collateral Agent, Agent at any time by an instrument in writing writing, executed by them jointlyit, may accept the resignation of any such separate collateral agent or co-collateral agent and the Collateral Agent or the Required Secured Creditors may individually or jointly remove any such separate collateral agent or co-collateral agent andagent, and in that case case, by an instrument in writing executed by them jointlythe Collateral Agent or the Required Secured Creditors, as the case may be, and the Collateral Agent or the Required Secured Creditors, as the case may be, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything herein contained herein to the contrary notwithstanding. If the Borrower and each of the other Credit Parties shall not have joined in the execution of any such instrument within 10 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if a Default under the Revolving Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, and to execute any such instrument without the concurrence of the BorrowerBorrower or such other Credit Party, and the Borrower and each of the other Credit Parties hereby appointing irrevocably appoint the Collateral Agent its their agent and attorney to act for it them in such connection in either of such contingencycontingencies. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-collateral agent and agent, the successor to any such separate collateral agent or co-collateral agent shall to be appointed by the Borrower and each of the other Credit Parties and the Collateral Agent, or by the Collateral Agent alone pursuant to alone, as hereinabove provided in this Section 6.07(b)20.
(c) Notwithstanding any other provision of this Section 20, the Collateral Agent shall not appoint any separate collateral agent or co-collateral agent without the consent of the Minimum Payment Guarantors, the Administrative Agent and the New Bond Trustees.
Appears in 1 contract
Co-Collateral Agents; Separate Collateral Agents. (a) If at any time or times it shall be necessary or prudent or, in order to conform to any law the judgment of any jurisdiction in which any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or desirable, then the Collateral Agent shall be advised by counselentitled to appoint one or more separate collateral agents, satisfactory to itsub-collateral agents or co-collateral agents, that it is necessary or prudent and in such case the Collateral Agent, the Borrower and each of the other Credit Parties having an interest in the interest of any of the Secured Parties, Collateral with respect to which such separate or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder sub-collateral agent or under any other Security Document, the Collateral Agent and any other Loan Party requested by the Collateral Agent co-collateral agent is to act shall execute and deliver all instruments and agreements necessary or proper to constitute another bank bank, trust company or trust companyother entity, or one or more other Persons individuals approved by the Collateral Agent and (except if an Event of Default shall have occurred and be continuing) the Borrower (which consent shall not be unreasonably withheld)Agent, either to act as co-collateral agent or co-collateral collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally originally named herein or therein or any successor Collateral Agentor successors, or to act as a separate or sub-collateral agent or collateral agents of the Collateral Agent and the Secured Creditors in respect of any or all of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. If the Borrower or any and each of the other Loan Party so requested by Credit Parties having an interest in the Collateral Agent with respect to which such separate or sub-collateral agent or co-collateral agent is to act shall not have joined in the execution of such instruments and or agreements within 10 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if a Default or an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 6.07(a) 10.11 without the concurrence of such Loan Parties the Borrower or any other Credit Party, and execute the Borrower and deliver such instruments and agreements on behalf of such Loan Parties. Each each of the Loan other Credit Parties hereby appoints irrevocably appoint the Collateral Agent as its their agent and attorney to act for it them under the foregoing provisions of this Section 6.07(a) 10.11 in either of such contingenciescontingencies.
(b) Every separate or sub-collateral agent (and all references herein to a “separate collateral agent” shall be deemed to refer also to a “sub-collateral agent” or a “collateral sub-agent”) and every co-collateral agent, other than any collateral agent which may be appointed as successor to any Collateral Agent appointed pursuant to Section 6.05Agent, shall, to the extent permitted by applicable law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent;
(ii) all rightsremedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent hereunder and under the relevant other Security Documents shall be conferred conferred, reserved or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointlyjointly or severally, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that that, under any law of any jurisdiction in which any particular act or acts are to be performed performed, the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, remedies, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(iiiii) no power given hereby or by the relevant other Security Documents to, or which it is provided herein or therein hereby may be exercised by, any such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents or shall be exercised hereunder by such separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents except (subject to applicable law) jointly with, or with the consent or at the direction in writing of, the Collateral Agent;
(iii) all provisions of this Credit Agreement and any relevant Collateral Document relating to the Collateral Agent or to releases of Collateral shall apply to any such separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstandingco-collateral agent or co-collateral agents;
(iv) no collateral agent hereunder constituted under this Section 10.11 shall be personally liable by reason of any act or omission of any other separate or co-collateral agent or the Collateral Agent hereunder; and
(v) the Borrower and the Collateral Agent, Agent at any time by an instrument in writing executed writing, executed by them jointlyit, may accept the resignation of any such separate collateral agent or co-collateral agent and the Collateral Agent or the Required Lenders may individually or jointly remove any such separate collateral agent or co-collateral agent andagent, and in that case case, by an instrument in writing executed by them jointlythe Collateral Agent or the Required Lenders, as the case may be, and the Collateral Agent or the Required Lenders, as the case may be, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything herein contained herein to the contrary notwithstanding. If the Borrower and each of the other Credit Parties shall not have joined in the execution of any such instrument within 10 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if a Default under the Revolving Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, and to execute any such instrument without the concurrence of the BorrowerBorrower or any other Credit Party, and the Borrower and each of the other Credit Parties hereby appointing irrevocably appoint the Collateral Agent its their agent and attorney to act for it them in such connection in either of such contingencycontingencies. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-collateral agent and agent, the successor to any such separate collateral agent or co-collateral agent shall to be appointed by the Borrower and each of the other Credit Parties and the Collateral Agent, or by the Collateral Agent alone pursuant alone, as hereinabove provided in this Section 10.11.
(c) Without limiting the foregoing, each of the parties to this Credit Agreement (and each other Credit Party) hereby agrees to the appointment of each of DBTCA and BTCC, as sub-collateral agent of the Collateral Agent, for the purposes set forth in Section 6.07(b)10.15 of the U.S. Security Agreement.
Appears in 1 contract
Samples: Credit Agreement (Williams Scotsman International Inc)
Co-Collateral Agents; Separate Collateral Agents. (a) 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, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of any of the Collateral Agent or the Secured PartiesCreditors, or then the Collateral Agent shall deem it desirable for its own protection be entitled to appoint one or more sub-collateral agents or co-collateral agents, and in such case the Collateral Agent, the U.S. Borrower and each of the other Assignors having an interest in the performance of its duties hereunder Collateral located in the jurisdiction in which such separate or under any other Security Document, the Collateral Agent and any other Loan Party requested by the Collateral Agent sub-collateral agent or co-collateral agent is to act shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more other Persons individuals approved by the Collateral Agent and (except if an Event of Default shall have occurred and be continuing) the Borrower (which consent shall not be unreasonably withheld)Agent, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agentor successors, or to act as a separate or sub-collateral agent or collateral agents of the Collateral Agent and the Secured Creditors in respect of any or all of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. If the U.S. Borrower or any and each of the other Loan Party so requested by Assignors having an interest in the Collateral Agent located in the jurisdiction in which such separate or sub-collateral agent or co-collateral agent is to act shall not have joined in the execution of such instruments and or agreements within 10 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if a Default or an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 6.07(a) 10 without the concurrence of such Loan Parties the U.S. Borrower and execute the other Assignors, and deliver such instruments the U.S. Borrower and agreements on behalf of such Loan Parties. Each each of the Loan Parties other Assignors hereby appoints irrevocably appoint the Collateral Agent as its their agent and attorney to act for it them under the foregoing provisions of this Section 6.07(a) 10 in either of such contingencies.
(b) Every separate or sub-collateral agent (and all references herein to a "separate collateral agent" shall be deemed to refer also to a "sub-collateral agent" or a "collateral sub-agent") and every co-collateral agent, other than any collateral agent which may be appointed as successor to any Collateral Agent appointed pursuant to Section 6.05Agent, shall, to the extent permitted by applicable law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) all rights, remedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent in respect of the custody, control and management of moneysmonies, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agenthereunder;
(ii) all rights, remedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent hereunder and under the relevant other Security Documents shall be conferred conferred, reserved or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointlyjointly or severally, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that that, under any law of any jurisdiction in which any particular act or acts are to be performed performed, the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, remedies, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(iii) no power given hereby or by the relevant other Security Documents to, or which it is provided herein or therein hereby may be exercised by, any such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents or shall be exercised hereunder by such separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents except (subject to applicable law) jointly with, or with the consent or at the direction in writing of, the Collateral Agent (which direction shall be made in accordance with the provisions of the Security Agreement);
(iv) all provisions of the Security Agreement relating to the Collateral Agent or to releases of Collateral shall apply to any such separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstandingco-collateral agent or co-collateral agents;
(ivv) no collateral agent hereunder constituted under this Section 10 shall be personally liable by reason of any act or omission of any other separate or co-collateral agent or the Collateral Agent hereunder; and
(vvi) the Borrower and the Collateral Agent, Agent at any time by an instrument in writing writing, executed by them jointlyit, may accept the resignation of any such separate collateral agent or co-collateral agent and the Collateral Agent or the Required Secured Creditors may individually or jointly remove any such separate collateral agent or co-collateral agent andagent, and in that case case, by an instrument in writing executed by them jointlythe Collateral Agent or the Required Secured Creditors, as the case may be, and the Collateral Agent or the Required Secured Creditors, as the case may be, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything herein contained herein to the contrary notwithstanding. If the U.S. Borrower and each of the other Assignors shall not have joined in the execution of any such instrument within 10 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if a Default under the Revolving Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, and to execute any such instrument without the concurrence of the BorrowerU.S. Borrower or such other Assignor, and the U.S. Borrower and each of the other Assignors hereby appointing irrevocably appoint the Collateral Agent its their agent and attorney to act for it them in such connection in either of such contingencycontingencies. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-collateral agent and agent, the successor to any such separate collateral agent or co-collateral agent shall to be appointed by the U.S. Borrower and each of the other Assignors and the Collateral Agent, or by the Collateral Agent alone pursuant to alone, as hereinabove provided in this Section 6.07(b)10.
Appears in 1 contract
Co-Collateral Agents; Separate Collateral Agents. (a) 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, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of any of the Collateral Agent or the Secured PartiesCreditors, or then the Collateral Agent shall deem it desirable for its own protection be entitled to appoint one or more sub-collateral agents or co-collateral agents, and in such case the Collateral Agent, the Borrower and each of the other Assignors having an interest in the performance of its duties hereunder Collateral located in the jurisdiction in which such separate or under any other Security Document, the Collateral Agent and any other Loan Party requested by the Collateral Agent sub-collateral agent or co-collateral agent is to act shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more other Persons individuals approved by the Collateral Agent and (except if an Event of Default shall have occurred and be continuing) the Borrower (which consent shall not be unreasonably withheld)Agent, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agentor successors, or to act as a separate or sub-collateral agent or collateral agents of the Collateral Agent and the Secured Creditors in respect of any or all of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. If the Borrower or any and each of the other Loan Party so requested by Assignors having an interest in the Collateral Agent located in the jurisdiction in which such separate or sub-collateral agent or co-collateral agent is to act shall not have joined in the execution of such instruments and or agreements within 10 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if a Default or an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 6.07(a) 10 without the concurrence of such Loan Parties the Borrower and execute the other Assignors, and deliver such instruments the Borrower and agreements on behalf of such Loan Parties. Each each of the Loan Parties other Assignors hereby appoints irrevocably appoint the Collateral Agent as its their agent and attorney to act for it them under the foregoing provisions of this Section 6.07(a) 10 in either of such contingencies.
(b) Every separate or sub-collateral agent (and all references herein to a “separate collateral agent” shall be deemed to refer also to a “sub-collateral agent” or a “collateral sub-agent”) and every co-collateral agent, other than any collateral agent which may be appointed as successor to any Collateral Agent appointed pursuant to Section 6.05Agent, shall, to the extent permitted by applicable law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) all rights, remedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent in respect of the custody, control and management of moneysmonies, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agenthereunder;
(ii) all rights, remedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent hereunder and under the relevant other Security Documents shall be conferred conferred, reserved or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointlyjointly or severally, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that that, under any law of any jurisdiction in which any particular act or acts are to be performed performed, the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, remedies, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(iii) no power given hereby or by the relevant other Security Documents to, or which it is provided herein or therein hereby may be exercised by, any such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents or shall be exercised hereunder by such separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents except (subject to applicable law) jointly with, or with the consent or at the direction in writing of, the Collateral Agent (which direction shall be made in accordance with the provisions of the Security Agreement);
(iv) all provisions of the respective Security Documents relating to the Collateral Agent or to releases of Collateral shall apply to any such separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstandingco-collateral agent or co-collateral agents;
(ivv) no collateral agent hereunder constituted under this Section 10 shall be personally liable by reason of any act or omission of any other separate or co-collateral agent or the Collateral Agent hereunder; and
(vvi) the Borrower and the Collateral Agent, Agent at any time by an instrument in writing writing, executed by them jointlyit, may accept the resignation of any such separate collateral agent or co-collateral agent and the Collateral Agent or the Required Secured Creditors may individually or jointly remove any such separate collateral agent or co-collateral agent andagent, and in that case case, by an instrument in writing executed by them jointlythe Collateral Agent or the Required Secured Creditors, as the case may be, and the Collateral Agent or the Required Secured Creditors, as the case may be, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything herein contained herein to the contrary notwithstanding. If the Borrower and each of the other Assignors shall not have joined in the execution of any such instrument within 10 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if a Default under the Revolving Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, and to execute any such instrument without the concurrence of the BorrowerBorrower or such other Assignor, and the Borrower and each of the other Assignors hereby appointing irrevocably appoint the Collateral Agent its their agent and attorney to act for it them in such connection in either of such contingencycontingencies. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-collateral agent and agent, the successor to any such separate collateral agent or co-collateral agent shall to be appointed by the Borrower and each of the other Assignors and the Collateral Agent, or by the Collateral Agent alone pursuant to alone, as hereinabove provided in this Section 6.07(b)10.
Appears in 1 contract
Co-Collateral Agents; Separate Collateral Agents. (a) 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, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of any of the Collateral Agent or the Secured PartiesCreditors, or then the Collateral Agent shall deem it desirable for its own protection be entitled to appoint one or more sub-collateral agents or co-collateral agents, and in such case the Collateral Agent, the Borrower and each of the other Assignors having an interest in the performance of its duties hereunder Collateral located in the jurisdiction in which such separate or under any other Security Document, the Collateral Agent and any other Loan Party requested by the Collateral Agent sub-collateral agent or co-collateral agent is to act shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more other Persons individuals approved by the Collateral Agent and (except if an Event of Default shall have occurred and be continuing) the Borrower (which consent shall not be unreasonably withheld)Agent, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agentor successors, or to act as a separate or sub-collateral agent or collateral agents of the Collateral Agent and the Secured Creditors in respect of any or all of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. If the Borrower or any and each of the other Loan Party so requested by Assignors having an interest in the Collateral Agent located in the jurisdiction in which such separate or sub-collateral agent or co-collateral agent is to act shall not have joined in the execution of such instruments and or agreements within 10 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if a Default or an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 6.07(a) 10 without the concurrence of such Loan Parties the Borrower and execute the other Assignors, and deliver such instruments the Borrower and agreements on behalf of such Loan Parties. Each each of the Loan Parties other Assignors hereby appoints irrevocably appoint the Collateral Agent as its their agent and attorney to act for it them under the foregoing provisions of this Section 6.07(a) 10 in either of such contingencies.
(b) Every separate or sub-collateral agent (and all references herein to a “separate collateral agent” shall be deemed to refer also to a “sub-collateral agent” or a “collateral sub-agent”) and every co-collateral agent, other than any collateral agent which may be appointed as successor to any Collateral Agent appointed pursuant to Section 6.05Agent, shall, to the extent permitted by applicable law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant other Security Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(iii) no power given hereby or by the relevant other Security Documents to, or which is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding;
(iv) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder; and
(v) the Borrower and the Collateral Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate collateral agent or co-collateral agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Collateral Agent to do so, or if a Default under the Revolving Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor without the concurrence of the Borrower, the Borrower hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-collateral agent and the successor to any such separate collateral agent or co-collateral agent shall be appointed by the Borrower and the Collateral Agent, or by the Collateral Agent alone pursuant to this Section 6.07(b).
Appears in 1 contract
Co-Collateral Agents; Separate Collateral Agents. (a) 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, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of any of the Collateral Agent or the Secured PartiesCreditors, or then the Collateral Agent shall deem it desirable for its own protection be entitled to appoint one or more sub-collateral agents or co-collateral agents, and in such case the Collateral Agent, Xxxxxx and each of the other Assignors having an interest in the performance of its duties hereunder Collateral located in the jurisdiction in which such separate or under any other Security Document, the Collateral Agent and any other Loan Party requested by the Collateral Agent sub-collateral agent or co-collateral agent is to act shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more other Persons individuals approved by the Collateral Agent and (except if an Event of Default shall have occurred and be continuing) the Borrower (which consent shall not be unreasonably withheld)Agent, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agentor successors, or to act as a separate or sub-collateral agent or collateral agents of the Collateral Agent and the Secured Creditors in respect of any or all of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. If Xxxxxx and each of the Borrower or any other Loan Party so requested by Assignors having an interest in the Collateral Agent located in the jurisdiction in which such separate or sub-collateral agent or co-collateral agent is to act shall not have joined in the execution of such instruments and or agreements within 10 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if a Default or an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 6.07(a) 10 without the concurrence of such Loan Parties Xxxxxx and execute the other Assignors, and deliver such instruments Xxxxxx and agreements on behalf of such Loan Parties. Each each of the Loan Parties other Assignors hereby appoints irrevocably appoint the Collateral Agent as its their agent and attorney to act for it them under the foregoing provisions of this Section 6.07(a) 10 in either of such contingencies.
(b) Every separate or sub-collateral agent (and all references herein to a “separate collateral agent” shall be deemed to refer also to a “sub-collateral agent” or a “collateral sub-agent”) and every co-collateral agent, other than any collateral agent which may be appointed as successor to any Collateral Agent appointed pursuant to Section 6.05Agent, shall, to the extent permitted by applicable law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) all rights, remedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent in respect of the custody, control and management of moneysmonies, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agenthereunder;
(ii) all rights, remedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent hereunder and under the relevant other Security Documents shall be conferred conferred, reserved or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointlyjointly or severally, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that that, under any law of any jurisdiction in which any particular act or acts are to be performed performed, the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, remedies, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(iii) no power given hereby or by the relevant other Security Documents to, or which it is provided herein or therein hereby may be exercised by, any such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents or shall be exercised hereunder by such separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents except (subject to applicable law) jointly with, or with the consent or at the direction in writing of, the Collateral Agent (which direction shall be made in accordance with the provisions of the Security Agreement);
(iv) all provisions of the Security Agreement relating to the Collateral Agent or to releases of Collateral shall apply to any such separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstandingco-collateral agent or co-collateral agents;
(ivv) no collateral agent hereunder constituted under this Section 10 shall be personally liable by reason of any act or omission of any other separate or co-collateral agent or the Collateral Agent hereunder; and
(vvi) the Borrower and the Collateral Agent, Agent at any time by an instrument in writing writing, executed by them jointlyit, may accept the resignation of any such separate collateral agent or co-collateral agent and the Collateral Agent or the Required Secured Creditors may individually or jointly remove any such separate collateral agent or co-collateral agent andagent, and in that case case, by an instrument in writing executed by them jointlythe Collateral Agent or the Required Secured Creditors, as the case may be, and the Collateral Agent or the Required Secured Creditors, as the case may be, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything herein contained herein to the contrary notwithstanding. If Xxxxxx and each of the Borrower other Assignors shall not have joined in the execution of any such instrument within 10 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if a Default under the Revolving Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, and to execute any such instrument without the concurrence of Xxxxxx or such other Assignor, and Xxxxxx and each of the Borrower, the Borrower other Assignors hereby appointing irrevocably appoint the Collateral Agent its their agent and attorney to act for it them in such connection in either of such contingencycontingencies. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-collateral agent and agent, the successor to any such separate collateral agent or co-collateral agent shall to be appointed by Verts and each of the Borrower other Assignors and the Collateral Agent, or by the Collateral Agent alone pursuant to alone, as hereinabove provided in this Section 6.07(b)10.
Appears in 1 contract
Samples: Security Agreement (Vertis Inc)
Co-Collateral Agents; Separate Collateral Agents. (a) 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, which for such purposes shall include any assets of any Loan Party upon which a Shared Collateral or the First Lien is granted pursuant to any other Security Document to secure any Secured Obligations, Shared Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to itit and to the 2015 Notes Indenture Trustee, that it is necessary or prudent in the interest of any of the Secured Parties, or the Collateral Agent shall deem it desirable for its own protection in or the performance of its duties hereunder or under any other Security DocumentFirst Lien Secured Parties to conform to such law, the Collateral Agent and any other Loan Party requested by the Collateral Agent shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more other Persons individuals approved by the Collateral Agent and (except if an Event of Default shall have occurred and be continuing) the Borrower (which consent shall not be unreasonably withheld)2015 Notes Indenture Trustee, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agentor successors, or to act as a separate or sub-collateral agent or collateral agents of any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. If the Borrower or any other Loan Party so requested by the Collateral Agent and the First Lien Secured Parties in respect of the Shared Collateral and/or First Lien Shared Collateral. Any co-collateral agent or separate or sub-collateral agent appointed to act with respect to the Project shall not have joined in meet the execution of such instruments and agreements within 10 days after it receives requirements for a written request from the successor Collateral Agent to do so, or if an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this set forth in Section 6.07(a) without the concurrence of such Loan Parties and execute and deliver such instruments and agreements on behalf of such Loan Parties. Each of the Loan Parties hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 6.07(a) in either of such contingencies3.9.
(b) Every separate or sub-collateral agent (and all references herein to a “separate collateral agent” shall be deemed to refer also to a “sub-collateral agent” or a “collateral sub-agent”) and every co-collateral agent, other than any collateral agent which may be appointed as successor to any Collateral Agent appointed pursuant to Section 6.05Agent, shall, to the extent permitted by applicable law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) all rights, remedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent in respect of the custody, control and management of moneysmonies, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agenthereunder;
(ii) all rights, remedies, powers, duties and obligations obligation conferred upon, reserved or imposed upon the Collateral Agent hereunder and under the relevant other Security Documents shall be conferred conferred, reserved or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointlyjointly or severally, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that that, under any law of any jurisdiction in which any particular act or acts are to be performed performed, the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, remedies, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(iii) no power given hereby or by the relevant other Security Documents to, or which it is provided herein or therein hereby may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding;
(iv) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder; and
(v) the Borrower and the Collateral Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate collateral agent or co-collateral agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Collateral Agent to do so, or if a Default under the Revolving Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor without the concurrence of the Borrower, the Borrower hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above providedshall be exercised hereunder by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents except (subject to applicable law) jointly with, or with the consent or at the direction in writing of, the Collateral Agent;
(iv) all provisions of this Agreement relating to the Collateral Agent or to releases of Collateral shall apply to any such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(v) no collateral agent constituted under this Section 10.13 shall be personally liable by reason of any act or omission of any other separate or co-collateral agent or the Collateral Agent hereunder; and
(vi) subject to clause (c) below, the Collateral Agent may at any time, time by an instrument in writing, executed by it, may (x) accept the resignation of any such separate collateral agent or co-collateral agent, (y) remove any such separate collateral agent or co-collateral agent agent, and in that case, by an instrument in writing executed by the Collateral Agent, and (z) appoint a successor to any such separate collateral agent or co-collateral agent shall be appointed by the Borrower and the Collateral Agentagent.
(c) Notwithstanding any other provision of this Section 10.13, or by the Collateral Agent alone pursuant to this Section 6.07(b)shall not appoint any separate collateral agent or co-collateral agent at the objection of any Project Credit Party.
Appears in 1 contract
Samples: Intercreditor and Subordination Agreement (Lakes Entertainment Inc)
Co-Collateral Agents; Separate Collateral Agents. (a) 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, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of any of the Collateral Agent or the Secured PartiesCreditors, or then the Collateral Agent shall deem it desirable for its own protection be entitled to appoint one or more sub-collateral agents or co-collateral agents, and in such case the Collateral Agent, the U.S. Borrower and each of the other Assignors having an interest in the performance of its duties hereunder Collateral located in the jurisdiction in which such separate or under any other Security Document, the Collateral Agent and any other Loan Party requested by the Collateral Agent sub-collateral agent or co-collateral agent is to act shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more other Persons individuals approved by the Collateral Agent and (except if an Event of Default shall have occurred and be continuing) the Borrower (which consent shall not be unreasonably withheld)Agent, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agentor successors, or to act as a separate or sub-collateral agent or collateral agents of the Collateral Agent and the Secured Creditors in respect of any or all of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. If the U.S. Borrower or any and each of the other Loan Party so requested by Assignors having an interest in the Collateral Agent located in the jurisdiction in which such separate or sub-collateral agent or co-collateral agent is to act shall not have joined in the execution of such instruments and or agreements within 10 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if a Default or an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 6.07(a) 10 without the concurrence of such Loan Parties the U.S. Borrower and execute the other Assignors, and deliver such instruments the U.S. Borrower and agreements on behalf of such Loan Parties. Each each of the Loan Parties other Assignors hereby appoints irrevocably appoint the Collateral Agent as its their agent and attorney to act for it them under the foregoing provisions of this Section 6.07(a) 10 in either of such contingencies.
(b) Every separate or sub-collateral agent (and all references herein to a “separate collateral agent” shall be deemed to refer also to a “sub-collateral agent” or a “collateral sub-agent”) and every co-collateral agent, other than any collateral agent which may be appointed as successor to any Collateral Agent appointed pursuant to Section 6.05Agent, shall, to the extent permitted by applicable law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) all rights, remedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent in respect of the custody, control and management of moneysmonies, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agenthereunder;
(ii) all rights, remedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent hereunder and under the relevant other Security Documents shall be conferred conferred, reserved or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointlyjointly or severally, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that that, under any law of any jurisdiction in which any particular act or acts are to be performed performed, the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, remedies, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(iii) no power given hereby or by the relevant other Security Documents to, or which it is provided herein or therein hereby may be exercised by, any such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents or shall be exercised hereunder by such separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents except (subject to applicable law) jointly with, or with the consent or at the direction in writing of, the Collateral Agent (which direction shall be made in accordance with the provisions of the Security Agreement);
(iv) all provisions of the Security Agreement relating to the Collateral Agent or to releases of Collateral shall apply to any such separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstandingco-collateral agent or co-collateral agents;
(ivv) no collateral agent hereunder constituted under this Section 10 shall be personally liable by reason of any act or omission of any other separate or co-collateral agent or the Collateral Agent hereunder; and
(vvi) the Borrower and the Collateral Agent, Agent at any time by an instrument in writing writing, executed by them jointlyit, may accept the resignation of any such separate collateral agent or co-collateral agent and the Collateral Agent or the Required Secured Creditors may individually or jointly remove any such separate collateral agent or co-collateral agent andagent, and in that case case, by an instrument in writing executed by them jointlythe Collateral Agent or the Required Secured Creditors, as the case may be, and the Collateral Agent or the Required Secured Creditors, as the case may be, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything herein contained herein to the contrary notwithstanding. If the U.S. Borrower and each of the other Assignors shall not have joined in the execution of any such instrument within 10 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if a Default under the Revolving Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, and to execute any such instrument without the concurrence of the BorrowerU.S. Borrower or such other Assignor, and the U.S. Borrower and each of the other Assignors hereby appointing irrevocably appoint the Collateral Agent its their agent and attorney to act for it them in such connection in either of such contingencycontingencies. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-collateral agent and agent, the successor to any such separate collateral agent or co-collateral agent shall to be appointed by the U.S. Borrower and each of the other Assignors and the Collateral Agent, or by the Collateral Agent alone pursuant to alone, as hereinabove provided in this Section 6.07(b10. AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of , , among the undersigned assignor (the “Assignor”) CREDIT SUISSE FIRST BOSTON, acting through its Cayman Islands Branch, not in its individual capacity but solely as Collateral Agent (the “Collateral Agent”), and (the “Deposit Account Bank”), as the bank (as defined in Section 9-102 of the UCC as in effect on the date hereof in the State of (the “UCC”)) with which one or more deposit accounts (as defined in Section 9-102 of the UCC) are maintained by the Assignor (with all such deposit accounts now or at any time in the future maintained by the Assignor with the Deposit Account Bank being herein called the “Deposit Accounts”).
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Co-Collateral Agents; Separate Collateral Agents. (a) 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, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of any of the Collateral Agent or the Secured Parties, or then the Collateral Agent shall deem it desirable for its own protection be entitled to appoint one or more sub-collateral agents or co-collateral agents, and in such case the Collateral Agent, the Company and each of the other Grantors having an interest in the performance of its duties hereunder Collateral located in the jurisdiction in which such separate or under any other Security Document, the Collateral Agent and any other Loan Party requested by the Collateral Agent sub-collateral agent or co-collateral agent is to act shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more other Persons individuals approved by the Collateral Agent and (except if an Event of Default shall have occurred and be continuing) the Borrower (which consent shall not be unreasonably withheld)Agent, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agentor successors, or to act as a separate or sub-collateral agent or collateral agents of the Collateral Agent and the Secured Parties in respect of any or all of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. If the Borrower or any Company and each of the other Loan Party so requested by Grantors having an interest in the Collateral Agent located in the jurisdiction in which such separate or sub-collateral agent or co-collateral agent is to act shall not have joined in the execution of such instruments and or agreements within 10 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 6.07(a) 8 without the concurrence of such Loan Parties the Company and execute the other Grantors, and deliver such instruments the Company and agreements on behalf of such Loan Parties. Each each of the Loan Parties other Grantors hereby appoints irrevocably appoint the Collateral Agent as its their agent and attorney to act for it them under the foregoing provisions of this Section 6.07(a) 10 in either of such contingencies.
(b) Every separate or sub-collateral agent (and all references herein to a “separate collateral agent” shall be deemed to refer also to a “sub-collateral agent” or a “collateral sub-agent”) and every co-collateral agent, other than any collateral agent which may be appointed as successor to any Collateral Agent appointed pursuant to Section 6.05Agent, shall, to the extent permitted by applicable law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) all rights, remedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent in respect of the custody, control and management of moneysmonies, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agenthereunder;
(ii) all rights, remedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent hereunder and under the relevant other Security Documents shall be conferred conferred, reserved or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointlyjointly or severally, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that that, under any law of any jurisdiction in which any particular act or acts are to be performed performed, the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, remedies, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(iii) no power given hereby or by the relevant other Security Documents to, or which it is provided herein or therein hereby may be exercised by, any such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents or shall be exercised hereunder by such separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents except (subject to applicable law) jointly with, or with the consent or at the direction in writing of, the Collateral Agent (which direction shall be made in accordance with the provisions of the Security Agreement);
(iv) all provisions of the respective Security Documents relating to the Collateral Agent or to releases of Collateral shall apply to any such separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstandingco-collateral agent or co-collateral agents;
(ivv) no collateral agent hereunder constituted under this Section 8 shall be personally liable by reason of any act or omission of any other separate or co-collateral agent or the Collateral Agent hereunder; and
(vvi) the Borrower and the Collateral Agent, Agent at any time by an instrument in writing writing, executed by them jointlyit, may accept the resignation of any such separate collateral agent or co-collateral agent and the Collateral Agent or the Applicable Secured Parties may individually or jointly remove any such separate collateral agent or co-collateral agent andagent, and in that case case, by an instrument in writing executed by them jointlythe Collateral Agent or the Applicable Secured Parties, as the case may be, and the Collateral Agent or the Applicable Secured Parties, as the case may be, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything herein contained herein to the contrary notwithstanding. If the Borrower Company and each of the other Grantors shall not have joined in the execution of any such instrument within 10 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if a Default under the Revolving Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, and to execute any such instrument without the concurrence of the BorrowerCompany or such other Grantor, and the Borrower Company and each of the other Grantors hereby appointing irrevocably appoint the Collateral Agent its their agent and attorney to act for it them in such connection in either of such contingencycontingencies. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-collateral agent and agent, the successor to any such separate collateral agent or co-collateral agent shall to be appointed by the Borrower Company and each of the other Grantors and the Collateral Agent, or by the Collateral Agent alone pursuant to alone, as hereinabove provided in this Section 6.07(b)8.
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Samples: Pledge and Security Agreement (Paxson Communications Corp)
Co-Collateral Agents; Separate Collateral Agents. (a) 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, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of any of the Secured Parties, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any other Security Document or Bond Security Document, the Collateral Agent and the Company and any other Loan Party requested by the Collateral Agent shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more other Persons approved by the Collateral Agent and (except if an Event of Default shall have occurred and be continuing) the Borrower (which consent shall not be unreasonably withheld)Agent, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, Collateral under this Agreement or under any of the other Security Documents or Bond Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. If the Borrower Company or any other Loan Party so requested by the Collateral Agent shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Collateral Agent to do so, or if an Event event of Default default (howsoever described) under any of the Secured Instruments shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 6.07(a5.08(a) without the concurrence of such Loan Parties and execute and deliver such instruments and agreements on behalf of such Loan Parties. Each of the Loan Parties hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 6.07(a5.08(a) in either of such contingencies.
(b) Every separate collateral agent and every co-collateral agent, other than any successor Collateral Agent appointed pursuant to Section 6.055.06, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant other Security Documents and Bond Security Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(iii) no power given hereby or by the relevant other Security Documents and Bond Security Documents to, or which is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding;
(iv) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder; and
(v) the Borrower and the Collateral Agent, at any time by an instrument in writing executed by them jointlywriting, may accept the resignation of or remove any such separate collateral agent or co-collateral agent and, in that case by an instrument in writing executed by them jointlywriting, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Collateral Agent to do so, or if a Default under the Revolving Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor without the concurrence of the Borrower, the Borrower hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-collateral agent and the successor to any such separate collateral agent or co-collateral agent shall be appointed by the Borrower and the Collateral Agent, or by the Collateral Agent alone pursuant to this Section 6.07(b).
Appears in 1 contract
Co-Collateral Agents; Separate Collateral Agents. (a) 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, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, Shared Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to itit and to the Bank Agent, that it is necessary or prudent in the interest of any of the Secured Parties, or the Collateral Agent shall deem it desirable for its own protection in or the performance of its duties hereunder or under any other Security DocumentSecured Parties to conform to such law, the Collateral Agent and any other Loan Party requested by the Collateral Agent shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more other Persons individuals approved by the Collateral Agent and (except if an Event of Default shall have occurred and be continuing) the Borrower (which consent shall not be unreasonably withheld)Bank Agent, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agentor successors, or to act as a separate or sub-collateral agent or collateral agents of any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. If the Borrower or any other Loan Party so requested by the Collateral Agent and the Secured Parties in respect of the Shared Collateral. Any co-collateral agent or separate or sub-collateral agent appointed to act with respect to the Project shall not have joined in meet the execution of such instruments and agreements within 10 days after it receives requirements for a written request from the successor Collateral Agent to do so, or if an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this set forth in Section 6.07(a) without the concurrence of such Loan Parties and execute and deliver such instruments and agreements on behalf of such Loan Parties. Each of the Loan Parties hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 6.07(a) in either of such contingencies2.9.
(b) Every separate or sub-collateral agent (and all references herein to a "separate collateral agent" shall be deemed to refer also to a "sub-collateral agent" or a "collateral sub-agent") and every co-collateral agent, other than any collateral agent which may be appointed as successor to any Collateral Agent appointed pursuant to Section 6.05Agent, shall, to the extent permitted by applicable law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) all rights, remedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent in respect of the custody, control and management of moneysmonies, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agenthereunder;
(ii) all rights, remedies, powers, duties and obligations obligation conferred upon, reserved or imposed upon the Collateral Agent hereunder and under the relevant other Security Documents shall be conferred conferred, reserved or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointlyjointly or severally, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that that, under any law of any jurisdiction in which any particular act or acts are to be performed performed, the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, remedies, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(iii) no power given hereby or by the relevant other Security Documents to, or which it is provided herein or therein hereby may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding;
(iv) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder; and
(v) the Borrower and the Collateral Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate collateral agent or co-collateral agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Collateral Agent to do so, or if a Default under the Revolving Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor without the concurrence of the Borrower, the Borrower hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above providedshall be exercised hereunder by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents except (subject to applicable law) jointly with, or with the consent or at the direction in writing of, the Collateral Agent;
(iv) all provisions of this Agreement relating to the Collateral Agent or to releases of Collateral shall apply to any such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(v) no collateral agent constituted under this Section 10.13 shall be personally liable by reason of any act or omission of any other separate or co-collateral agent or the Collateral Agent hereunder; and
(vi) subject to clause (c) below, the Collateral Agent may at any time, time by an instrument in writing, executed by it, may (x) accept the resignation of any such separate collateral agent or co-collateral agent, (y) remove any such separate collateral agent or co-collateral agent agent, and in that case, by an instrument in writing executed by the Collateral Agent, and (z) appoint a successor to any such separate collateral agent or co-collateral agent shall be appointed by the Borrower and the Collateral Agentagent.
(c) Notwithstanding any other provision of this Section 10.13, or by the Collateral Agent alone pursuant to this Section 6.07(b)shall not appoint any separate collateral agent or co-collateral agent at the objection of any Project Credit Party.
Appears in 1 contract
Co-Collateral Agents; Separate Collateral Agents. (a) 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, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, Collateral shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of any of the Collateral Agent or the Secured PartiesCreditors, or then the Collateral Agent shall deem it desirable for its own protection be entitled to appoint one or more sub-collateral agents or co-collateral agents, and in such case the Collateral Agent, the Borrower and each of the other Assignors having an interest in the performance of its duties hereunder Collateral located in the jurisdiction in which such separate or under any other Security Document, the Collateral Agent and any other Loan Party requested by the Collateral Agent sub-collateral agent or co-collateral agent is to act shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more other Persons individuals approved by the Collateral Agent and (except if an Event of Default shall have occurred and be continuing) the Borrower (which consent shall not be unreasonably withheld)Agent, either to act as co-collateral agent or co-collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agentor successors, or to act as a separate or sub-collateral agent or collateral agents of the Collateral Agent and the Secured Creditors in respect of any or all of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. If the Borrower or any and each of the other Loan Party so requested by Assignors having an interest in the Collateral Agent located in the jurisdiction in which such separate or sub-collateral agent or co-collateral agent is to act shall not have joined in the execution of such instruments and or agreements within 10 days after it receives the receipt of a written request from the Collateral Agent so to do sodo, or if a Default or an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 6.07(a) 10 without the concurrence of such Loan Parties the Borrower and execute the other Assignors, and deliver such instruments the Borrower and agreements on behalf of such Loan Parties. Each each of the Loan Parties other Assignors hereby appoints irrevocably appoint the Collateral Agent as its their agent and attorney to act for it them under the foregoing provisions of this Section 6.07(a) 10 in either of such contingencies.
(b) Every separate or sub-collateral agent (and all references herein to a “separate collateral agent” shall be deemed to refer also to a “sub-collateral agent” or a “collateral sub-agent”) and every co-collateral agent, other than any collateral agent which may be appointed as successor to any Collateral Agent appointed pursuant to Section 6.05Agent, shall, to the extent permitted by applicable law, be appointed and act and be such, subject to the following provisions and conditions, namely:
(i) all rights, remedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent in respect of the custody, control and management of moneysmonies, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agenthereunder;
(ii) all rights, remedies, powers, duties and obligations conferred upon, reserved to or imposed upon the Collateral Agent hereunder and under the relevant other Security Documents shall be conferred conferred, reserved or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointlyjointly or severally, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that that, under any law of any jurisdiction in which any particular act or acts are to be performed performed, the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, remedies, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(iii) no power given hereby or by the relevant other Security Documents to, or which it is provided herein or therein hereby may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding;
(iv) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder; and
(v) the Borrower and the Collateral Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate collateral agent or co-collateral agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Collateral Agent to do so, or if a Default under the Revolving Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor without the concurrence of the Borrower, the Borrower hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Collateral Agent may at any time, shall be exercised hereunder by an instrument in writing, accept the resignation of or remove any such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agent and agents except (subject to applicable law) jointly with, or with the successor consent or at the direction in writing of, the Collateral Agent (which direction shall be made in accordance with the provisions of the Security Agreement);
(iv) all provisions of the Security Agreement relating to the Collateral Agent or to releases of Collateral shall apply to any such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents; (v) no collateral agent constituted under this Section 10 shall be appointed personally liable by the Borrower and the Collateral Agent, reason of any act or by omission of any other separate or co-collateral agent or the Collateral Agent alone pursuant to this Section 6.07(b).hereunder; and
Appears in 1 contract
Co-Collateral Agents; Separate Collateral Agents. (a) 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, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, shall be located, or to avoid any violation of law or imposition on the Collateral Agent of taxes by such jurisdiction not otherwise imposed on the Collateral Agent, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is necessary or prudent in the interest of any of the Secured Parties, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder or under any other Security Document, the Collateral Agent and any other Loan Party requested by the Collateral Agent shall execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more other Persons approved by the Collateral Agent and (except if an Event of Default shall have occurred and be continuing) the Borrower (which consent shall not be unreasonably withheld), either to act as co-collateral agent or co-collateral agents of all or any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations, under this Agreement or under any of the other Security Documents, jointly with the Collateral Agent originally named herein or therein or any successor Collateral Agent, or to act as separate collateral agent or collateral agents of any of the Collateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations. If the Borrower or any other Loan Party so requested by the Collateral Agent shall not have joined in the execution of such instruments and agreements within 10 days after it receives a written request from the Collateral Agent to do so, or if an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Section 6.07(a) without the concurrence of such Loan Parties and execute and deliver such instruments and agreements on behalf of such Loan Parties. Each of the Loan Parties hereby appoints the Collateral Agent as its agent and attorney to act for it under the foregoing provisions of this Section 6.07(a) in either of such contingencies.
(b) Every separate collateral agent and every co-collateral agent, other than any successor Collateral Agent appointed pursuant to Section 6.05, shall, to the extent permitted by law, be appointed and act and be such, subject to the following provisions and conditions:
(i) all rights, powers, duties and obligations conferred upon the Collateral Agent in respect of the custody, control and management of moneys, papers or securities shall be exercised solely by the Collateral Agent or any agent appointed by the Collateral Agent;
(ii) all rights, powers, duties and obligations conferred or imposed upon the Collateral Agent hereunder and under the relevant other Security Documents shall be conferred or imposed and exercised or performed by the Collateral Agent and such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, jointly, as shall be provided in the instrument appointing such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Collateral Agent shall be incompetent or unqualified to perform such act or acts, or unless the performance of such act or acts would result in the imposition of any tax on the Collateral Agent which would not be imposed absent such joint act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents;
(iii) no power given hereby or by the relevant other Security Documents to, or which is provided herein or therein may be exercised by, any such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents shall be exercised hereunder or thereunder by such co-collateral agent or co-collateral agents or separate collateral agent or separate collateral agents except jointly with, or with the consent in writing of, the Collateral Agent, anything contained herein to the contrary notwithstanding;
(iv) no collateral agent hereunder shall be personally liable by reason of any act or omission of any other collateral agent hereunder; and
(v) the Borrower and the Collateral Agent, at any time by an instrument in writing executed by them jointly, may accept the resignation of or remove any such separate collateral agent or co-collateral agent and, in that case by an instrument in writing executed by them jointly, may appoint a successor to such separate collateral agent or co-collateral agent, as the case may be, anything contained herein to the contrary notwithstanding. If the Borrower shall not have joined in the execution of any such instrument within 10 days after it receives a written request from the Collateral Agent to do so, or if a Default under the Revolving Credit Agreement or an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the power to accept the resignation of or remove any such separate collateral agent or co-collateral agent and to appoint a successor without the concurrence of the Borrower, the Borrower hereby appointing the Collateral Agent its agent and attorney to act for it in such connection in such contingency. If the Collateral Agent shall have appointed a separate collateral agent or separate collateral agents or co-collateral agent or co-collateral agents as above provided, the Collateral Agent may at any time, by an instrument in writing, accept the resignation of or remove any such separate collateral agent or co-collateral agent and the successor to any such separate collateral agent or co-collateral agent shall be appointed by the Borrower and the Collateral Agent, or by the Collateral Agent alone pursuant to this Section 6.07(b).
Appears in 1 contract
Samples: Collateral Agreement (American Axle & Manufacturing Holdings Inc)
