COLLATERAL AGENT APPOINTMENT; AUTHORIZATION; RIGHT TO ENFORCE RIGHTS AND REMEDIES Sample Clauses

COLLATERAL AGENT APPOINTMENT; AUTHORIZATION; RIGHT TO ENFORCE RIGHTS AND REMEDIES. (a) The Purchaser, each Noteholder and each other Secured Party (as defined in the Note)) hereby irrevocably (i) designates and appoints Glencore Canada (or any successor appointed in accordance with this Section 9) as its administrative agent and collateral agent (in such capacities, the “Collateral Agent”) hereunder and in respect of this Agreement, the Note and each other Finance Document (as defined in the Note) and (ii) authorizes Glencore Canada (or any successor appointed pursuant hereto) as the Collateral Agent to take such action on its behalf under the applicable provisions of this Agreement, the Note and each other Finance Document, and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of each of the Finance Documents to which it is a party, together with such other powers as are reasonably incidental thereto. In such capacity, the Collateral Agent is hereby authorized to: (i) act as agent (and with respect to any German Security (as defined below) as trustee (Treuhänder)) of the Purchaser Parties, the Noteholder(s) and the other Secured Parties with respect to the security interest in the Collateral and the guaranty under the Note Guaranty; and (ii) subject to the terms and conditions set forth in the Finance Documents to which it is a party, take other actions as set forth herein or therein. (b) The Collateral Agent is hereby authorized by the Purchaser Parties, the Noteholder and the other Secured Parties to execute, deliver and perform each of the Finance Documents (including any Intercreditor Agreement to which the Collateral Agent is a party or is intended to be a party), and each holder (by its acceptance of the benefits hereunder) agrees to be bound by all of the agreements of the Collateral Agent contained in the Finance Documents and approves any self-contracting (Selbstkontrahieren) and/or double representation (Doppelvertretung) by the Collateral Agent and, to the extent legally permissible, unconditionally releases the Collateral Agent from any restriction under Swiss law in connection therewith.. (c) In relation to the Collateral Documents that are governed by Swiss law (the “Swiss Collateral Documents”) (i) the Collateral Agent holds: (A) any security created or evidenced or expressed to be created under or pursuant to a Swiss Collateral Document by way of a security assignment (Sicherungsabtretung) or transfer for security purposes (Sicherungsübereignung) or any other ...
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Related to COLLATERAL AGENT APPOINTMENT; AUTHORIZATION; RIGHT TO ENFORCE RIGHTS AND REMEDIES

  • Rights and Remedies of the Collateral Agent (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder and the Collateral Agent shall, for the benefit of the Company, have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury Portfolio, subject, in each case, to the provisions of this Agreement, and as otherwise provided herein. (d) The Purchase Contract Agent and each Holder agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of such Holder, shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

  • Lenders Rights and Remedies (a) Upon the occurrence and continuation of an Event of Default (as defined in the Note), the Lender may exercise in respect of the Collateral, in addition to any and all other rights and remedies provided for herein or otherwise available to it under applicable law, all the rights and remedies of a secured party on default under applicable law, including, but not limited to, the UCC in effect at the time, and the Lender may also, without notice except as specified below, sell the Collateral or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at Lender’s principal office or elsewhere, for cash, on credit or for future delivery, and at such price or prices and upon such other terms as the Lender may deem commercially reasonable. The Lender may require the Company to assemble the Collateral and deliver it to a place designated by the Lender. The Lender may proceed to sell or otherwise dispose of the Collateral at public or private sale for cash or credit; provided, however, that the Company shall be credited with proceeds of such sale only when the proceeds are actually received by the Lender. The Company agrees that, to the extent notice of sale shall be required by law, at least 10 days’ notice to the Company at the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Lender shall not be obligated to make any sale of Collateral regardless of any notice of sale having been given. The Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor and such sale, without further notice, may be made at the time and place to which it was so adjourned. (b) Any cash held by the Lender as Collateral and all cash proceeds by Lender in respect of any sale of, collection from, other realization upon all or any part of the Collateral may, in the sole and arbitrary discretion of the Lender, shall be held by the Lender as Collateral for, and/or then or at any time thereafter applied in whole or in part by the Lender against, all or any part of the expenses and costs to exercise by the Lender of its rights hereunder, and to the Obligations then remaining unpaid as the Lender shall elect. Any surplus of such cash or cash proceeds held by the Lender and remaining after payment in full of the Obligations shall be paid over to the Company or to whomsoever may be lawfully entitled to receive such surplus. (c) All provisions contained herein pertaining to Lender’s remedies shall be and are severable and cumulative.

  • Conditions Precedent and Secured Party’s Rights and Remedies The following Termination Events will be a “Specified Condition” for the party specified (that party being the Affected Party if the Termination Event occurs with respect to that party): With respect to Party A: any Additional Termination Event with respect to which Party A is the sole Affected Party. With respect to Party B: None.

  • The Lender Groups Rights and Remedies 9.1 Rights and Remedies. 9.2 Remedies Cumulative.

  • Banks Rights and Remedies 8.1 Upon the occurrence of an Event of Default by Borrower under this Agreement, Bank may, at its election, without notice of its election and without demand, do any one or more of the following, all of which are authorized by Borrower: a. Declare Borrower's Obligations, whether evidenced by this Agreement, installment notes, demand notes or otherwise, immediately due and payable to the Bank;

  • Waivers, Rights and Remedies Except as expressly provided in this Agreement, no failure or delay by any Party in exercising any right or remedy relating to this Agreement shall affect or operate as a waiver or variation of that right or remedy or preclude its exercise at any subsequent time. No single or partial exercise of any such right or remedy shall preclude any further exercise of it or the exercise of any other remedy.

  • Secured Party’s Rights and Remedies If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledgor has paid in full all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies: (i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledgor with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may be required under applicable law, free from any claim or right of any nature whatsoever of the Pledgor, including any equity or right of redemption by the Pledgor (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledgor with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any sale of that Posted Collateral by the Secured Party, except any notice that is required under applicable law and cannot be waived.

  • Grants, Rights and Remedies This IP Security Agreement has been entered into in conjunction with the provisions of the Security Agreement. Each Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Collateral Agent with respect to the Collateral are more fully set forth in the Security Agreement, the terms and provisions of which are incorporated herein by reference as if fully set forth herein.

  • Additional Rights and Remedies The rights and remedies provided in this clause are in addition to any other rights and remedies provided by law or under this contract.

  • Other Rights and Remedies Lender shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time. In addition, Lender shall have and may exercise any or all other rights and remedies it may have available at law, in equity, or otherwise.

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