Collateral Agency. The Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Collateral Agent.
Collateral Agency. (a) The Collateral Agent undertakes to perform such duties and only such duties as are specifically set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Collateral Agent.
(b) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting in good faith and in accordance with the terms hereof upon any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond, debenture, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.
(c) The Collateral Agent may consult with counsel (which counsel may be counsel to the Collateral Agent, the Pledgor or any of its affiliates, and may include any of its employees) and the advice of such counsel or any opinion of counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(d) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, notice, request, direction, consent, order, bond, indenture, note or other paper or document, but the Collateral Agent in its discretion may make such inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such inquiry or investigation, it shall be entitled to examine the books, records and premises of the Pledgor, personally or by agent or attorney.
(e) Whenever in the administration of this Agreement the Collateral Agent shall deem it desirable to receive instructions with respect to enforcing any remedy or right or taking any other action with respect to enforcing any remedy or right hereunder, the Collateral Agent (i) may request instructions from the Holder, (ii) may refrain from enforcing such remedy or right or taking such action until such instructions are received and (iii) shall be protected in acting in accordance with such instructions.
(f) Without prejudice to any other rights available to the Collateral Agent under applicable law, when the Collateral Agent incurs expenses or renders services in connection with any bankruptcy, insolvency or other proceeding, such expenses (including legal fees and expenses of its agents and counsel) and the compensation for such services are ...
Collateral Agency. To secure the payment, observance and performance of the Secured Debt and in consideration of the premises and the mutual agreements set forth herein, the Collateral Agent does hereby acknowledge and accept that it holds as Collateral Agent, to the extent actually received as Collateral Agent, pursuant to this Agreement, all of the following (and each Grantor does hereby consent thereto):
Collateral Agency. The Trustee hereby designates and appoints the Collateral Agent to act as the Collateral Agent under the Security Documents, and authorizes the Collateral Agent to take such actions on its behalf under the provisions of the Security Documents and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Agreement, together with such other powers as are reasonably incidental thereto. The rights, duties and obligations of the Collateral Agent with respect to the Trustee and the Noteholders shall be identical to the rights, duties and obligations of the Trustee with respect to the Noteholders as specified in Article 7 of the Indenture (including but not limited to Section 7.07 of the Indenture), mutatis mutandis. Notwithstanding any provision to the contrary in any Security Document, the Collateral Agent shall not have any duties or responsibilities, except those expressly set forth in the Security Documents, and no implied covenants, functions or responsibilities, fiduciary or otherwise, shall be read into any of the Security Documents or otherwise exist against the Collateral Agent. Notwithstanding any provision to the contrary in any Security Document, the Collateral Agent shall not be required to exercise any discretionary rights or remedies under any of the Security Documents or give any consent under any of the Security Documents or enter into any agreement amending, modifying, supplementing or waiving any provision of any Security Document unless it shall have been directed to do so by the Trustee (with the consent of the Noteholders, to the extent required under the Indenture).
Collateral Agency. (a) Citizens may come into possession of Collateral (other than cash and amounts on deposit in deposit accounts maintained with Citizens) in which it will have a perfected security interest by virtue of its possession of such Collateral (“Possessory Collateral”). Subject to Citizens’ senior and priority rights in all such Collateral, Citizens will be deemed to also hold all Possessory Collateral as collateral agent for Creditors to perfect Creditors’ second priority security interest in the Possessory Collateral.
(b) Upon Payment in Full of the Senior Indebtedness, Citizens agrees to deliver the Possessory Collateral to Creditors, with any required endorsements, but otherwise without any representations or warranties by, or recourse against, Citizens.
(c) Notwithstanding anything to the contrary in this Agreement, Citizens will not have any duties, responsibilities, obligations or liabilities to Creditors on account of the collateral agency created hereby, except those expressly set forth in this Agreement, nor will Citizens have or be deemed to have any fiduciary relationship with Creditors on account of this Agreement. No implied covenants, functions, responsibilities, duties, obligations or liabilities will be read into this Agreement or any other agreement between the parties related to the collateral agency created hereby.
(d) Citizens and its agents and attorneys are making no representations or warranties regarding Creditors’ Liens in the Possessory Collateral; and will have no liability to Creditors on account of, (x) the enforceability, validity, effectiveness or sufficiency of the collateral agency relationship created hereby vis-à-vis third parties; or (y) the enforceability, perfection, validity, effectiveness, genuineness or sufficiency.
(e) Citizens will have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any action with respect to any Possessory Collateral.
Collateral Agency. The Agent under the Patent, Trademark and Copyright Assignment, the Pledge Agreement, the Mortgages, the Security Agreement and any other Loan Document (the “Collateral Documents”) shall be deemed to serve as the collateral agent (the “Collateral Agent”) for the any Lender which provides a Lender-Provided Interest Rate Hedge (the “IRH Provider”) and the Lenders hereunder, provided that the Collateral Agent shall comply with the instructions and directions of the Agent (or the Lenders under this Agreement to the extent that this Agreement or any other Loan Documents empowers the Lenders to direct the Agent), as to all matters relating to the Collateral, including the maintenance and disposition thereof. No IRH Provider (except in its capacity as a Lender hereunder) shall be entitled or have the power to direct or instruct the Collateral Agent on any such matters or to control or direct in any manner the maintenance or disposition of the Collateral.
Collateral Agency. To cover the normal administrative functions of the Collateral Agent under the documents, our duties include the administration of the Collateral Accounts under the Collateral Agreement and the supporting documents, including generation of monthly reports, daily transaction confirmations, administration of the accounts under the Collateral Agreement: To cover the normal administrative functions of the Collateral Agent under the documents, our duties include the administration of the Collateral Accounts under the Collateral Agreement and the supporting documents, including generation of monthly reports, daily transaction confirmations, administration of the accounts under the Collateral Agreement: $ per wire for settlement of early conversions, as and when they occur. These transaction fees are waived if funds are invested in an approved Money Market Mutual Fund. Information regarding various funds can be provided upon request.
Collateral Agency. Each Lender hereby appoints the Secured Party as its collateral agent and directs the Secured Party to enter into this Security Agreement, as such Lender’s agent, and to perform the Secured Party’s obligations set forth in this Agreement as the Secured Party deems fit in its sole discretion or as jointly directed by the Lenders in writing.
Collateral Agency. 62 10.1. Creation of Collateral Agency...............................................................62 10.2. Possession and Use of Collateral............................................................62 10.3.
Collateral Agency. The Borrower, the Agent and the Lenders acknowledge and agree that in order to minimize the cost of obtaining, perfecting and continuing certain Liens and security interests of the Agent and the Lenders as required by the terms of this Agreement and as required by the Intercreditor Agreement, the BofA Agent shall be and remain the Collateral Agent at all times on or before the BofA Termination Date. Accordingly, neither the Agent nor the Lenders will require at any time on or before the BofA Termination Date that the Borrower execute and deliver any Financing Document to create, perfect or maintain any Liens or security interests required by the terms of this Agreement if and to the extent the BofA Financing Documents give rise to and perfect such required Liens and security interests.
