Collateral Agents Sample Clauses

Collateral Agents. It is understood and agreed that (a) Bank of America is entering into this Agreement in its capacity as collateral agent under the ABL Credit Agreement, and the provisions of Section 13 of the ABL Credit Agreement applicable to the administrative agent and collateral agent thereunder shall also apply to the ABL Collateral Agent hereunder and (b) Bank of America is entering into this Agreement in its capacity as collateral agent under the New First Lien Agreements, and the provisions of Section 11.02 of the New First Lien Agreements applicable to the collateral agent thereunder shall also apply to the New First Lien Collateral Agent hereunder.

Collateral Agents. It is understood and agreed that (i) Jefferies Finance LLC is entering into this Agreement in its capacity as First Lien Collateral Agent and the rights, powers, privileges and protections afforded to the “Agent” under Article IX of the First Lien Credit Agreement shall also apply to Jefferies Finance LLC as First Lien Collateral Agent hereunder, (ii) BNYM is entering in this Agreement in its capacity as “Notes Collateral Agent” under the Second Lien Notes Security Agreement and the other Second Lien Documents and the rights, powers, privileges, protections, immunities and benefits afforded to the “Notes Collateral Agent” under the Second Lien Documents shall also apply to BNYM, as the Second Lien Collateral Agent hereunder, and (iii) the Second Lien Noteholders have expressly authorized and instructed the Second Lien Collateral Agent to execute and deliver this Agreement. In addition, but not in substitution of the foregoing and except as expressly provided in this Agreement, (x) the Second Lien Collateral Agent shall not be subject to any fiduciary, trust or other implied duties to the First Lien Collateral Agent or the other First Lien Claimholders by reason of this Agreement and (y) the First Lien Collateral Agent shall not be subject to any fiduciary, trust or other implied duties to the Second Lien Collateral Agent or the other Second Lien Claimholders by reason of this Agreement.

Collateral Agents. It is understood and agreed that (a) Bank of America is entering into this Agreement in its capacity as collateral agent under the ABL Credit Agreement, and the provisions of Section 13 of the ABL Credit Agreement applicable to the administrative agent and collateral agent thereunder shall also apply to the ABL Collateral Agent hereunder, and (b) Xxxxx Fargo Bank, National Association is entering into this Agreement in its capacity as collateral agent under the Indenture, and the provisions of Article VII of the Indenture applicable to the Trustee and collateral agent thereunder shall also apply to the Notes Collateral Agent hereunder. The Notes Collateral Agent shall not be responsible for and makes no representation as to the validity or adequacy of, or the existence, genuineness, value or protection of any Intercreditor Collateral or Non-Intercreditor Collateral, for the legality, effectiveness or sufficiency of any Notes Security Document or ABL Security Document, or for the creation, perfection, priority, sufficiency or protection of any Lien (except, without degradation, as otherwise expressly provided herein), and it shall not be responsible for any statement with respect to any other party or recital herein or any statement in the Indenture or the Notes, any statement or recital in any document in connection with this Agreement. Anything to the contrary herein notwithstanding, the Notes Collateral Agent shall have no liability to any other Secured Party as a consequence of its performance or non-performance hereunder, except for gross negligence, willful misconduct and willful breach hereof. The Notes Collateral Agent shall not have any duties or responsibilities except those expressly set forth herein or therein or any fiduciary relationship with any party hereto, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into the Indenture or any Security Document or otherwise exist against the Notes Collateral Agent. The Notes Collateral Agent may consult with counsel of its selection and the advice or opinion of such counsel as to matters of law (including the Trust Indenture Act of 1939, as amended) shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by it hereunder or under the Security Documents in good faith and in accordance with the advice or opinion of such counsel. The Notes Collateral Agent shall not be responsible or lia...

Collateral Agents. (i) Each Buyer hereby (a) appoints Castlerigg, as the collateral agent hereunder and under the Second Amended and Restated Security Agreement (in such capacity, the “Castlerigg Collateral Agent”), (b) appoints DOF, as the collateral agent hereunder and under the First Amended and Restated Security Agreement (in such capacity, the “DOF Collateral Agent”, and together with the Castlerigg Collateral Agent, the “Collateral Agents”) and (c) authorizes the Collateral Agents (and its officers, directors, employees and agents) to take such action on such Buyer’s behalf in accordance with the terms hereof and thereof. The Collateral Agents shall not have, by reason hereof or the Security Agreements, a fiduciary relationship in respect of any Buyer. Neither the Collateral Agents nor any of their officers, directors, employees and agents shall have any liability to any Buyer for any action taken or omitted to be taken in connection hereof or the Security Agreements except to the extent caused by their own gross negligence or willful misconduct, and each Buyer agrees to defend, protect, indemnify and hold harmless the respective Collateral Agents and all of their officers, directors, employees and agents (collectively, the “Indemnitees”) from and against any losses, damages, liabilities, obligations, penalties, actions, judgments, suits, fees, costs and expenses (including, without limitation, reasonable attorneys’ fees, costs and expenses) incurred by such Indemnitee, whether direct, indirect or consequential, arising from or in connection with the performance by such Indemnitee of the duties and obligations of Collateral Agents pursuant hereto or the Security Agreements. (ii) The Collateral Agents shall be entitled to rely upon any written notices, statements, certificates, orders or other documents or any telephone message believed by it in good faith to be genuine and correct and to have been signed, sent or made by the proper Person, and with respect to all matters pertaining to this Agreement or any of the other Transaction Documents and its duties hereunder or thereunder, upon advice of counsel selected by it. (iii) The Collateral Agents may resign from the performance of all their functions and duties hereunder and under the New Notes and the Agreement at any time by giving at least ten (10) Business Days prior written notice to the Company and each holder of the New Notes. Such resignation shall take effect upon the acceptance by a successor Collateral Agent ...

Collateral Agents. Notwithstanding anything contained in this Article VIII or any other Loan Document to the contrary, no Collateral Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement or any other Loan Document other than those applicable to all Lenders as such or as expressly set forth below in this Section 8.1(d). All determinations under this Agreement and the other Loan Documents (including modifications to such Loan Documents) related, directly or indirectly, to the Collateral, borrowing base eligibility standards or reserves, intercreditor arrangements, collateral information rights, access rights, appraisal rights or audit rights (including, for the avoidance of doubt, any such determinations which are assigned to the Agent pursuant to this Agreement and other Loan Documents) shall be made by the Collateral Agents as set forth in this Section 8.1(d) (hereinafter collectively referred to as a “Collateral Matter”). If a Collateral Agent makes any proposal with respect to a Collateral Matter (including without limitation, proposes an adjustment or revision or interpretation of borrowing base eligibility standards or reserves), the other Collateral Agent shall respond to such proposal within three (3)

Collateral Agents. (a) Each of the Lenders and each L/C Issuer hereby irrevocably appoints each of GECC and Xxxxx Fargo Capital Finance, LLC to act on its behalf as a Co-Collateral Agent hereunder and authorizes the Co-Collateral Agents to take such actions on its behalf and to exercise such powers as are delegated to the Co-Collateral Agents by the terms hereof or thereof, together with such actions and powers as are reasonably incidental thereto. (b) A Co-Collateral Agent may at any time give notice of its resignation to the Administrative Agent, the Lenders, each L/C Issuer and the Borrower, which resignation shall be effective immediately upon the delivery of such written notice. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, but not the obligation, to appoint a successor Co-Collateral Agent, which shall be a Lender hereunder who has agreed to act in such capacity. Upon the appointment of a successor Co-Collateral Agent, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring Co-Collateral Agent. (c) In the event that, with respect to any matter herein that requires or permits a decision, exercise of discretion or other determination by the Collateral Agents (including matters relating to the Availability Reserve, other matters affecting the calculation of the Borrowing Base, Collateral information rights, access rights, appraisal rights or audit rights), the Collateral Agents do not agree on such determination, the consenting vote of two (2) of the three (3) Collateral Agents shall be required; provided that if there are only two Collateral Agents at the time of such determination, the determination shall be made by the individual Collateral Agent either asserting the more conservative credit judgment, the numerically larger Availability Reserve or declining to permit the requested action for which consent is being sought by the Borrower, as applicable; provided further that in the event an issue cannot be resolved by either the more conservative credit judgment, the numerically larger Availability Reserve or declining to permit a requested action by the Borrower, then the decision of the Lead Collateral Agent shall be final and binding. For the avoidance of doubt, the Administrative Agent shall have the sole and exclusive authority to act as collateral agent for the Secured Parties for purposes of perfecting and administering Liens granted by the Loan Parties sec...

Collateral Agents. Article 9 of the Credit Agreement is hereby amended by adding a new Section 9.09 to read in its entirety as follows:

Collateral Agents. In entering into the Agreement, each Collateral Agent shall be entitled to the rights, privileges, protections, immunities and benefits granted to it under the applicable Collateral Documents.

Collateral Agents. In the City of Xxxxxxxx de Chile, on this [*], before me, [*], [*], attorney-at-law, holder of national identity card number [*], Notary Public of the [*] Notarial Office of Santiago, located at [*] [*], there appeared: /One/ Messrs. [•], [nationality], [marital status], [profession or occupation], holder of national identity card [•], who acts in the name and on behalf, as it shall be hereinafter evidenced, of BANCO ITAÚ CHILE, a sociedad anónima (joint-stock corporation) doing business as a banking entity, organized and existing according to the laws in force in Chile, rol único tributario (taxpayer’s identification number) [ ], all of them domiciled in this city at Xxxxxxx Xxxxxxxxx Xx. 0000, in the commune of Las Condes, in Santiago, hereinafter and indistinctly referred to as “Itaú Chile” or the “Agent Bank” or the “Collateral Agent”; which appears in its own name and on behalf of BANCO ITAÚ BBA S.A., NASSAU BRANCH, a sociedad anónima (joint-stock corporation) doing business as banking entity, organized and existing under the laws in force in Bahamas, hereinafter and indistinctly referred to as “Itaú Nassau” or the “Creditor”; all of them domiciled for the purposes hereof at Xxxxxxx Xxxxxxxxx Xx. 0000, in the commune of Las Condes, in Santiago; /Two/ Messrs. [•], [nationality], [marital status], [profession or occupation], holder of national identity card [•], and [•], [nationality], [marital status], [profession or occupation], holder of national identity card [•], both of them acting, as it shall be hereinafter evidenced in the name and on behalf of the PLEDGOR, a limited liability company, rol único tributario (taxpayer’s identification number) [*], all of them domiciled at [*], hereinafter indistinctly referred to as [*] or the “Pledgor”; all appearing

Collateral Agents. Notwithstanding any provision to the contrary elsewhere in the Secured Debt Documents, each Collateral Agent shall not have any duties or responsibilities or fiduciary relationship with any Secured Party, except such duties and responsibilities expressly set forth in this Agreement and the other Secured Debt Documents to which it is a party or third party beneficiary (it being understood that in no event shall any Collateral Agent have or be deemed to have any fiduciary relationship with any Secured Party or any other Person), and no implied covenants, functions or responsibilities, fiduciary or otherwise, shall be read into this Agreement or any other Secured Debt Document or otherwise exist against the Collateral Agents, and any such implied duties that may exist under any applicable law are hereby waived to the fullest extent permitted under such applicable law.