COLLATERAL AGENT AND TRUSTEE RIGHTS, DUTIES AND LIABILITIES Sample Clauses

COLLATERAL AGENT AND TRUSTEE RIGHTS, DUTIES AND LIABILITIES. ATTORNEY IN FACT; PROXY
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COLLATERAL AGENT AND TRUSTEE RIGHTS, DUTIES AND LIABILITIES. ATTORNEY IN FACT; PROXY 26 Section 7.1 The Collateral Agent’s and the Trustee’s Rights, Duties, and Liabilities 26 Section 7.2 Right to Cure 27 Section 7.3 Confidentiality 27 Section 7.4 Power of Attorney 28 Section 7.5 NATURE OF APPOINTMENT; LIMITATION OF DUTY 29 Section 7.6 Additional Matters Relating to the Collateral Agent 29 Section 7.7 Appointment of Co-Collateral Agent 32 Section 7.8 Instructions under Account Control Agreement 32 ARTICLE VIII GENERAL PROVISIONS 33 Section 8.1 Notice 33 Section 8.2 Waiver of Notices 34 Section 8.3 Limitation on Collateral Agent’s and Secured Party’s Duty with Respect to the Collateral 34 Section 8.4 Compromises and Collection of Collateral 35 Section 8.5 Specific Performance of Certain Covenants 35 Section 8.6 Cumulative Remedies; No Prior Recourse to Collateral 35 Section 8.7 Limitation by Law; Severability of Provisions 35 Section 8.8 Reinstatement 36 Section 8.9 Binding Effect 36 Section 8.10 Survival of Representations 36 Section 8.11 Guaranties; Third Party Joinder 36 Section 8.12 Captions 37 Section 8.13 Termination and Release 37 Section 8.14 Entire Agreement 37 Section 8.15 Governing Law; Jurisdiction; Consent to Service of Process 37 Section 8.16 Waiver of Jury Trial 37 Section 8.17 Indemnity 37 Section 8.18 Limitation of Liability 38 Section 8.19 Counterparts 39 Section 8.20 Amendments 39 Section 8.21 Conflicts with Other Agreements 39 Section 8.22 Incorporation by Reference 39 Section 8.23 English Language 39 EXHIBIT A Grantors’ Information and Collateral Locations EXHIBIT B Proprietary Rights EXHIBIT C Commercial Tort Claims EXHIBIT D List of Investment Property EXHIBIT E Filing Offices EXHIBIT F Form of Amendment EXHIBIT G Form of Perfection Certificate EXHIBIT H Form of Supplement EXHIBIT I Leased Property EXHIBIT J Bank Accounts and Related Items EXHIBIT K Trade Names COLLATERAL AGREEMENT THIS COLLATERAL AGREEMENT (as amended, extended, renewed, restated, supplemented, waived or otherwise modified from time to time, this “Agreement”) is entered into as of August 31, 2016, by and among EGALET CORPORATION, a Delaware corporation with an address at 000 Xxx Xxxx, Suite 100, Wayne, Pennsylvania 19087 (the “Issuer”), EGALET US INC., a Delaware corporation (“Egalet US”), EGALET LIMITED, a private limited company formed under the law of England and Wales (“Egalet UK”), the other SUBSIDIARY PARTIES (as defined below) from time to time party hereto, U.S. BANK NATIONAL ASSOCIATION, in its capacity as Trustee (an...
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Related to COLLATERAL AGENT AND TRUSTEE RIGHTS, DUTIES AND LIABILITIES

  • Collateral Agent’s Duties The powers conferred on Collateral Agent hereunder are solely to protect Collateral Agent’s security interest in the Collateral, for the benefit of the Secured Parties, and shall not impose any duty upon Collateral Agent to exercise any such powers. Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, Collateral Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Collateral Agent accords its own property.

  • The Collateral Agent’s Duties (a) The powers conferred on the Collateral Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property.

  • Powers Duties and Rights of Guarantee Trustee 8 SECTION 3.1 Powers and Duties of Guarantee Trustee................................................... 8 SECTION 3.2 Certain Rights of Guarantee Trustee...................................................... 10 SECTION 3.3 Not Responsible for Recitals or Issuance of Guarantee.................................... 12

  • The Agent's Duties (a) The powers conferred on the Agent hereunder are solely to protect the Secured Parties’ interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not any Secured Party has or is deemed to have knowledge of such matters, or as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which it accords its own property.

  • Powers Duties and Rights of the Guarantee Trustee SECTION 2.1. Powers and Duties of the Guarantee Trustee............................................4 SECTION 2.2. Certain Rights of the Guarantee Trustee...............................................5 SECTION 2.3. Not Responsible for Recitals or Issuance of Guarantee.................................7 SECTION 2.4. Events of Default; Waiver.............................................................7 SECTION 2.5. Events of Default; Notice.............................................................8

  • Powers Duties and Rights of Preferred Guarantee Trustee SECTION 3.1 Powers and Duties of the Preferred Guarantee Trustee

  • Duties of Collateral Agent Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Creditors.

  • Agent’s Duties The powers conferred on Agent hereunder are solely to protect Agent’s interest in the Collateral, for the benefit of the Lender Group and the Bank Product Providers, and shall not impose any duty upon Agent to exercise any such powers. Except for the safe custody of any Collateral in its actual possession and the accounting for moneys actually received by it hereunder, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property.

  • Limitation of Liability of Eligible Lender Trustee and Indenture Trustee A. Notwithstanding anything contained herein to the contrary, this Agreement has been signed by Chase Manhattan Bank USA, National Association, not in its individual capacity but solely in its capacity as Eligible Lender Trustee of the Issuer and in no event shall Chase Manhattan Bank USA, National Association in its individual capacity or, except as expressly provided in the Trust Agreement, as Eligible Lender Trustee have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer or the Eligible Lender Trustee hereunder or in any of the certificates, notices or agreements delivered pursuant hereto as to all of which recourse shall be had solely to the assets of the Issuer.

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