Determinations Relating to Collateral. In the event (a) the Trustee shall receive any written request from the Company, a Guarantor or the Notes Collateral Agent under any Collateral Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or a Guarantor’s obligations with respect thereto or (b) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document any material performance or the delivery of any material instrument or (c) the Trustee shall become aware of any material nonperformance by the Company or a Guarantor of any covenant or any material breach of any representation or warranty of the Company or a Guarantor set forth in any Collateral Document, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount of the Notes pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05.
Appears in 3 contracts
Samples: Supplemental Indenture (Foster Wheeler Inc), Supplemental Indenture (Foster Wheeler LTD), Supplemental Indenture (Foster Wheeler Inc)
Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Issuer or any Guarantor or the Notes Collateral Agent under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the CompanyIssuer’s or a any Guarantor’s obligations with respect thereto or thereto, (bii) there shall be due to or required from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Security Document any material performance or the delivery of any material instrument or (ciii) a Responsible Officer of the Trustee shall become aware of any material nonperformance by the Company Issuer or a any Guarantor of any covenant or any material breach of any representation or warranty of the Company Issuer or a any Guarantor set forth in any Collateral Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated hereunder (including, without limitation, Section 9.01) or under the applicable Security Documents, then, in each such event, the Trustee shall, within seven Business Days, advise the Holders, in writing and at the Issuer’s expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. The Holders of not less than a majority in aggregate principal amount of the then outstanding Securities pursuant to Section 6.05 shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 11.07, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount of the then outstanding Securities; provided that the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, respond to such request or render any requested performance or response to such nonperformance or breachbreach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is or agreed to by Holders of a majority in principal amount of the Notes Holders pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05.
Appears in 2 contracts
Samples: Global Crossing Uk Telecommunications LTD, Global Crossing LTD
Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Company or any Guarantor or the Notes Collateral Agent under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or a any Guarantor’s 's obligations with respect thereto or thereto, (bii) there shall be due to or required from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Security Document any material performance or the delivery of any material instrument or (ciii) a Responsible Officer of the Trustee shall become aware of any material nonperformance by the Company or a any Guarantor of any covenant or any material breach of any representation or warranty of the Company or a any Guarantor set forth in any Collateral Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee's response or action is not otherwise specifically contemplated hereunder (including, without limitation, Section 8.01) or under the applicable Security Documents, then, in each such event, the Trustee shall, within seven Business Days, advise the Holders, in writing and at the Company's expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. Subject to Section 8.02(c)(i), the Holders of not less than a majority in aggregate principal amount of the outstanding Notes pursuant to Section 6.05 shall have the exclusive authority to direct the Trustee's response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 11.07, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount of the outstanding Notes (subject to Section 8.02(c)(i)); provided that the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, respond to such request or render any requested performance or response to such nonperformance or breachbreach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is or agreed to by Holders of a majority in principal amount of the Notes Holders pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05.
Appears in 2 contracts
Samples: Indenture (Crown Holdings Inc), Indenture (Crown Holdings Inc)
Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Guarantor or the Notes Collateral Agent under any Collateral Document Security Agreement for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or a Guarantor’s 's obligations with respect thereto or (bii) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document Security Agreement any material performance or the delivery of any material instrument or (ciii) the Trustee shall become aware of any material nonperformance by the Company or a Guarantor of any covenant or any material breach of any representation or warranty of the Company or a Guarantor set forth in any Collateral DocumentSecurity Agreement, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount of the Notes Securities pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action or inaction if such action or inaction could subject it to environmental liabilities or taxation, require (1i) direction from the Holders of a majority in principal amount of the Notes Securities in accordance with Section 6.05 hereof and (2ii) indemnification in accordance with Section 6.05.
Appears in 2 contracts
Samples: Indenture (International Wire Group Inc), International Wire Rome Operations, Inc.
Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Guarantor Company or the Notes Collateral Agent an Owner under any Collateral Document Security Agreement for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or a Guarantor’s an Owner's obligations with respect thereto or (bii) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document Security Agreement any material performance or the delivery of any material instrument or (ciii) the Trustee shall become aware of any material nonperformance by the Company or a Guarantor an Owner of any covenant or any material breach of any representation or warranty of the Company or a Guarantor an Owner set forth in any Collateral DocumentSecurity Agreement, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount of the Notes Securities pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1i) direction from the Holders of a majority in principal amount of the Notes Securities in accordance with Section 6.05 hereof and (2ii) indemnification in accordance with Section 6.05.
Appears in 2 contracts
Samples: Navigator Gas Iom I-E LTD, Navigator Gas Iom I-E LTD
Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Company or any Guarantor or the Notes Collateral Agent under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or a any Guarantor’s obligations with respect thereto thereto; or (bii) there shall be due to or required from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Security Document any material performance or the delivery of any material instrument instrument; or (ciii) a Responsible Officer of the Trustee shall become aware of any material nonperformance by the Company or a any Guarantor of any covenant or any material breach of any representation or warranty of the Company or a any Guarantor set forth in any Collateral Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated hereunder then, in each such event, the Trustee shall, within seven Business Days thereafter, advise the Holders, in writing and at the Company’s expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. Subject to Article IX, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 12.9, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount of the outstanding Notes; provided that the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, respond to such request or render any requested performance or response to such nonperformance or breachbreach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.7). The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is or agreed to by Holders of a majority in principal amount of the Notes pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05Holders.
Appears in 2 contracts
Samples: Indenture (Vertis Inc), Webcraft LLC
Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Guarantor or the Notes Collateral Agent under any Collateral Document Security Agreement for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or a Guarantor’s 's obligations with respect thereto or (bii) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document Security Agreement any material performance or the delivery of any material instrument or (ciii) the Trustee shall become aware of any material nonperformance by the Company or a Guarantor of any covenant or any material breach of any representation or warranty of the Company or a Guarantor set forth in any Collateral DocumentSecurity Agreement, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount of the Notes Securities pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1i) direction from the Holders of a majority in principal amount of the Notes Securities in accordance with Section 6.05 hereof and (2ii) indemnification in accordance with Section 6.05.
Appears in 1 contract
Determinations Relating to Collateral. In the event (a) the Trustee shall receive any written request in compliance with Section 103 from PCI, the Company, a Company or any Guarantor or the Notes Collateral Agent under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or a Guarantor’s any Obligor's obligations with respect thereto thereto, or (b) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document Security Document, any material performance or the delivery of any material instrument instrument, or (c) the Trustee shall become aware of any material nonperformance by the Company or a Guarantor any Obligor of any covenant or any material breach of any representation or warranty of PCI, the 135 Company or a any Guarantor set forth in any Collateral Security Document, then, in each such event, the Trustee may, in its sole discretion and without the consent of the Holders, direct, on behalf of the Holders, the Collateral Agent to take all actions it deems necessary or appropriate in order to (x) enforce any of the terms of the Security Documents, and (y) collect and receive any and all amounts payable in respect of the obligations of the Obligors hereunder. The Trustee shall have power to institute and maintain such suits and proceedings as it may deem expedient to preserve or protect its interests and the interests of the Holders in the Collateral (including the power to institute and maintain suits and proceedings to restrain the enforcement of or compliance with any legislative or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid if the enforcement of, or compliance with, such enactment, rule or order would impair the security interest hereunder or be prejudicial to the interests of the Holders or to the Trustee). The Trustee shall be entitled to hireentitled, at the sole reasonable cost and expense of the CompanyCompany and subject to Sections 602 hereof, to hire experts, consultants, agents and attorneys (including internal counsel) to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, respond to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is (including internal counsel) or agreed to by Holders of a majority in principal amount of the Notes pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in of the aggregate principal amount of the Notes in accordance with Securities then Outstanding pursuant to Section 6.05 hereof and (2) indemnification in accordance with Section 6.05505 hereof.
Appears in 1 contract
Samples: Pioneer Companies Inc
Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Issuer or any Guarantor or the Notes Collateral Agent under any Collateral Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s Issuer's or a any Guarantor’s 's obligations with respect thereto or thereto; (bii) there shall be due to or required from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document any material performance or the delivery of any material instrument or (ciii) a Responsible Officer of the Trustee shall become aware of any material nonperformance by the Company Issuer or a any Guarantor of any covenant or any material breach of any representation or warranty of the Company Issuer or a any Guarantor set forth in any Collateral Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee's response or action is not otherwise specifically contemplated hereunder then, in each such event, the Trustee shall, within seven Business Days, advise the Holders, in writing and at the Issuer's expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. The Holders of not less than a majority in aggregate principal amount of the outstanding Debentures pursuant to Section 6.05 shall have the exclusive authority to direct the Trustee's response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 10.09, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount of the outstanding Debentures; provided that the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, respond to such request or render any requested performance or response to such nonperformance or breachbreach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is or agreed to by a majority of Holders of a majority in principal amount of the Notes Debentures pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05.
Appears in 1 contract
Samples: Umt Holdings Lp
Determinations Relating to Collateral. In the event (a) the Trustee shall receive any written request from the Company, a Subsidiary Guarantor or the Notes Collateral Agent under any Collateral Document Security Agreement for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or a Subsidiary Guarantor’s 's obligations with respect thereto or (b) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document Security Agreement any material performance or the delivery of any material instrument or (c) the Trustee shall become aware of any material nonperformance by the Company or a Subsidiary Guarantor of any covenant or any material breach of any representation or warranty of the Company or a Subsidiary Guarantor set forth in any Collateral DocumentSecurity Agreement, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount of the Notes Securities pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes Securities in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05.
Appears in 1 contract
Samples: Indenture (Jacuzzi Brands Inc)
Determinations Relating to Collateral. In the event (ai) the Trustee or the Security Agent shall receive any written request from the Company, a Issuer or any Mortgaged Guarantor or the Notes Collateral Agent under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s obligations of the Issuer or a Guarantor’s obligations such Mortgaged Guarantor with respect thereto or (bii) there shall be due to or required from the Trustee or the Notes Collateral Security Agent under the provisions of any Collateral Security Document any material performance or the delivery of any material instrument or (ciii) the Trustee or the Security Agent shall become aware of any material nonperformance by the Company Issuer or a any Mortgaged Guarantor of any covenant or any material breach of any representation or warranty of the Company Issuer or a such Mortgaged Guarantor set forth in any Collateral Security Document, then, in each such event, the Trustee Security Agent shall be entitled (but not obligated) (upon notice to hire, the Trustee) at the sole reasonable cost and expense of the Company, Issuer to hire experts, consultants, agents and attorneys (including, without limitation, those with appropriate experience and qualifications in all aspects of shipping, including operations and finance) to advise the Trustee Security Agent on the manner in which the Trustee Security Agent should respond, or direct the Notes Collateral Agent to respond, respond to such request or render any requested performance or response to such nonperformance or breachbreach or to act on its behalf, including without limitation, in connection with Collateral located outside the United States. The Trustee Security Agent shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is or agreed to by Holders of a majority in principal amount of the Notes Holders pursuant to Section 6.05 andand for any action taken by such consultant, the Trustee mayagent or attorney. Global Ship Lease, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05.Inc. Indenture Page 156
Appears in 1 contract
Samples: Indenture (Global Ship Lease, Inc.)
Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Company or any Guarantor or the Notes Collateral Agent under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or a any Guarantor’s 's obligations with respect thereto or (bii) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions a Responsible Officer of any Collateral Document any material performance or the delivery of any material instrument or (c) the Trustee shall become aware of any material nonperformance by the Company or a any Guarantor of any covenant or any material breach of any representation or warranty of the Company or a any Guarantor set forth in any Collateral Security Document, and, in the case of clause (i) or (ii) above, the Trustee's response or action is not otherwise specifically contemplated hereunder (including, without limitation, Section 9.01) or under the applicable Security Documents, then, in each such event, the Trustee shall, within seven Business Days, advise the Holders, in writing and at the Company's expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes pursuant to Section 6.05 shall have the exclusive authority to direct the Trustee's response to any of the circumstances contemplated in clause (i) or (ii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 11.08, the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount of the then outstanding Notes; provided that the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, respond to such request or render any requested performance or response to such nonperformance or breachbreach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is or agreed to by Holders of a majority in principal amount of the Notes Holders pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05.
Appears in 1 contract
Samples: Indenture (Huntsman Polymers Corp)
Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Subsidiary Guarantor or the Notes Collateral Agent under any Collateral Document Security Agreement for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or a Subsidiary Guarantor’s 's obligations with respect thereto or (bii) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document Security Agreement any material performance or the delivery of any material instrument or (ciii) the Trustee shall become aware of any material nonperformance by the Company or a Subsidiary Guarantor of any covenant or any material breach of any representation or warranty of the Company or a Subsidiary Guarantor set forth in any Collateral DocumentSecurity Agreement, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of 110 the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount at maturity of the Notes Securities pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1i) direction from the Holders of a majority in principal amount at maturity of the Notes Securities in accordance with Section 6.05 hereof and (2ii) indemnification in accordance with Section 6.05.
Appears in 1 contract
Determinations Relating to Collateral. In the event (a) the Trustee shall receive any written request from the Company, a the Guarantor or the Notes Collateral Agent under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any the Collateral or the Company’s 's or a the Guarantor’s 's obligations with respect thereto or (b) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Security Document any material performance or the delivery of any material instrument or (c) the Trustee shall become aware of any material nonperformance non-performance by the Company or a the Guarantor of any covenant or any material breach of any representation or warranty of the Company or a the Guarantor set forth in any Collateral Security Document, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance non-performance or breach. The Trustee shall be fully protected in accordance with Article 7 VII hereof in the taking of any action with respect to the Notes recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 6.12 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount of the Notes pursuant to Section 6.05 6.12 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 6.12 hereof and (2) indemnification in accordance with Section 6.056.12.
Appears in 1 contract
Samples: Indenture (Tupperware Brands Corp)
Determinations Relating to Collateral. In the event (a) the Trustee shall receive any written request from the Company, a Grantor Subsidiary Guarantor or the Notes Collateral Agent under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or a Grantor Subsidiary Guarantor’s 's obligations with respect thereto or (b) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Security Document any material performance or the delivery of any material instrument or (c) the Trustee shall become aware of any material nonperformance by the Company or a Grantor Subsidiary Guarantor of any covenant or any material breach of any representation or warranty of the Company or a Grantor Subsidiary Guarantor set forth in any Collateral Security Document, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount of the Notes Securities pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes Securities in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05.
Appears in 1 contract
Samples: Goodyear Tire & Rubber Co /Oh/
Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Company or any Guarantor or the Notes Collateral Agent under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or a any Guarantor’s obligations with respect thereto or thereto, (bii) there shall be due to or required from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Security Document any material performance or the delivery of any material instrument or (ciii) a Responsible Officer of the Trustee shall become aware of any material nonperformance by the Company or a any Guarantor of any covenant or any material breach of any representation or warranty of the Company or a any Guarantor set forth in any Collateral Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated hereunder (including, without limitation, Section 9.1) or under the applicable Security Documents, then, in each such event, the Trustee shall, within seven Business Days, advise the Holders, in writing and at the Company’s expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. The Holders of not less than a majority in aggregate principal amount of the then outstanding Notes pursuant to Section 6.8 shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 13.7, the Trustee shall not be required so to respond unless it shall have received written authority from the Holders of not less than a majority in aggregate principal amount of the then outstanding Notes; provided that the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, respond to such request or render any requested performance or response to such nonperformance or breachbreach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.6). The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is or agreed to by Holders of a majority in principal amount of the Notes pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes in accordance with pursuant to Section 6.05 hereof and (2) indemnification in accordance with Section 6.056.8.
Appears in 1 contract
Determinations Relating to Collateral. In the event (a) the Trustee shall receive any written request from the Company, a Guarantor or the Notes Collateral Agent under any Collateral Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s 's or a Guarantor’s 's obligations with respect thereto or (b) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document any material performance or the delivery of any material instrument or (c) the Trustee shall become aware of any material nonperformance by the Company or a Guarantor of any covenant or any material breach of any representation or warranty of the Company or a Guarantor set forth in any Collateral Document, then, in each such event, the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance or breach. The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is agreed to by Holders of a majority in principal amount of the Notes pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05.
Appears in 1 contract
Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Guarantor Company or the Notes Collateral Agent any Domestic Subsidiary under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or a any Guarantor’s obligations with respect thereto thereto; or (bii) there shall be due to or required from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Security Document any material performance or the delivery of any material instrument instrument; or (ciii) a Responsible Officer of the Trustee shall become aware of any material nonperformance by the Company or a any Guarantor of any covenant or any material breach of any representation or warranty of the Company or a any Guarantor set forth in any Collateral Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically contemplated hereunder then, in each such event, the Trustee shall, within fifteen Business Days thereafter, advise the Holders, in writing and at the Company’s expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Trustee has become aware. Subject to Article Nine, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. Notwithstanding the foregoing, the Trustee shall not be required to respond to any of the circumstances contemplated in clauses (i), (ii) or (iii) above unless it shall have received written authority by not less than a majority in aggregate principal amount of the outstanding Notes; provided that the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, respond to such request or render any requested performance or response to such nonperformance or breachbreach (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is or agreed to by Holders of a majority in principal amount of the Notes pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05Holders.
Appears in 1 contract
Samples: Exide Technologies
Determinations Relating to Collateral. In the event (ai) the Collateral Agent or the Trustee shall receive any written request from the Company, a Company or any Guarantor or the Notes Collateral Agent under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or a any Guarantor’s obligations with respect thereto thereto; or (bii) there shall be due to or required from the Trustee Collateral Agent or the Notes Collateral Agent Trustee under the provisions of any Collateral Security Document any material performance or the delivery of any material instrument instrument; or (ciii) a Responsible Officer of the Collateral Agent or the Trustee shall become aware of any material nonperformance by the Company or a any Guarantor of any covenant or any material breach of any representation or warranty of the Company or a any Guarantor set forth in any Collateral Security Document, and, in the case of clause (i), (ii) or (iii) above, the Collateral Agent’s or the Trustee’s response or action, as applicable, is not otherwise specifically contemplated hereunder then, in each such event, the Collateral Agent or the Trustee, as applicable, shall, within seven Business Days thereafter, advise the Holders, in writing and at the Company’s expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the nonperformance or breach of which the Collateral Agent or the Trustee has become aware. Subject to Article IX, the Holders of not less than a majority in aggregate principal amount of the outstanding Notes shall have the exclusive authority to direct the Collateral Agent’s or the Trustee’s response, as applicable, to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Collateral Agent or the Trustee shall be required to respond to any of the circumstances contemplated in this Section 12.9, the Collateral Agent or the Trustee shall not be required so to respond unless it shall have received written authority by not less than a majority in aggregate principal amount of the outstanding Notes; provided that the Collateral Agent or the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, hire experts, consultants, agents and attorneys to advise the Collateral Agent or the Trustee on the manner in which the Collateral Agent or the Trustee should respond, or direct the Notes Collateral Agent to respond, respond to such request or render any requested performance or response to such nonperformance or breachbreach (the expenses of which shall be reimbursed to the Collateral Agent or the Trustee, as applicable, pursuant to Section 7.7 or 12.12, as applicable). The Collateral Agent and the Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is or agreed to by Holders of a majority in principal amount of the Notes pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05Holders.
Appears in 1 contract
Samples: Webcraft LLC
Determinations Relating to Collateral. In the event (ai) the Trustee shall receive any written request from the Company, a Company or any Guarantor or the Notes Collateral Agent under any Collateral Security Document for consent or approval with respect to any matter or thing relating to any Collateral or the Company’s or a any Guarantor’s obligations with respect thereto (other than actions with respect to the Collateral on the part of the Trustee that do not, pursuant to the express terms of this Indenture, require the consent of the Holders); or (bii) there shall be due to or required from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Security Document any material performance or the delivery of any material instrument (other than the performance or delivery of any instrument with respect to the Collateral that does not require the consent of the Holders pursuant to the express terms of this Indenture); or (ciii) a Responsible Officer of the Trustee shall become aware receive notice or have actual knowledge of any material nonperformance default by the Company or a any Guarantor of any covenant or any material breach of any representation or warranty of the Company or a any Guarantor set forth in any Collateral Security Document, and, in the case of clause (i), (ii) or (iii) above, the Trustee’s response or action is not otherwise specifically addressed hereunder or under the applicable Security Document then, in each such event, the Trustee shall, within seven Business Days thereafter, advise the Holders, in writing and at the Company’s expense, of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the default of which the Trustee has received notice or has actual knowledge. Subject to Article Nine, the Holders of not less than a majority in aggregate principal amount at maturity of the outstanding Securities shall have the exclusive authority to direct the Trustee’s response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. In the event the Trustee shall be required to respond to any of the circumstances contemplated in this Section 10.09, the Trustee shall not be required so to respond unless it shall have received written direction by Holders of not less than a majority in aggregate principal amount at maturity of the outstanding Notes and indemnity reasonably satisfactory to it; provided that the Trustee shall be entitled to hire, at the sole reasonable cost and expense of the Company, hire experts, consultants, agents and attorneys to advise the Trustee on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, respond to such request or render any requested performance or response to such nonperformance or breachdefault (the expenses of which shall be reimbursed to the Trustee pursuant to Section 7.07). The Trustee shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is or agreed to by Holders of a majority in principal amount of the Notes pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05Holders.
Appears in 1 contract
Samples: Clean Harbors Inc
Determinations Relating to Collateral. In Prior to the occurrence and continuance of an Event of Default and receipt of an Enforcement Notice from Lenders' Collateral Agent any Secured Party, in the event (ai) the Trustee Collateral Agent shall receive any written request from the Company, a Guarantor or the Notes Collateral Agent any Pledgors under any Collateral Document this Agreement for consent or approval with respect to any matter or thing relating to any Pledged Collateral or the Company’s or a Guarantor’s such Pledgor's obligations with respect thereto and which matter or thing is, under the terms of this Agreement, of a nature such that the Collateral Agent shall not be entitled to respond thereto or determines not to respond thereto or (bii) there shall be due to or from the Trustee or the Notes Collateral Agent under the provisions of any Collateral Document this Agreement any material performance or the delivery of any material instrument or (ciii) the Trustee Collateral Agent shall become aware of any material nonperformance by the Company or a Guarantor any Pledgor of any covenant or any material breach of any representation representations or warranty of the Company or a Guarantor such Pledgor set forth in any Collateral Documentthis Agreement, then, in each such event, the Trustee Collateral Agent shall, within three Business Days, advise all Secured Parties in writing of the matter or thing as to which consent has been requested or the performance or instrument required to be delivered or the non-performance or breach of which the Collateral Agent has become aware. The Lenders' Collateral Agent shall have the exclusive authority to direct the Collateral Agent's response to any of the circumstances contemplated in clauses (i), (ii) and (iii) above. Subject to each Pledgor's rights and obligations under the provisions of Section 4.17 of this Agreement, the Lenders' Collateral Agent shall have the sole authority to direct the conduct of the Collateral Agent with respect to any disposition of a Net Condemnation Award or Net Insurance Proceeds. In the event the Collateral Agent shall be entitled required to hirerespond to any of the circumstances contemplated in this Section 13.3, the Collateral Agent shall be entitled, at the sole reasonable cost and expense of the CompanyBorrower, to hire experts, consultants, agents and attorneys to advise the Trustee Collateral Agent on the manner in which the Trustee should respond, or direct the Notes Collateral Agent to respond, to such request or render any requested performance or response to such nonperformance or breachshall respond thereto. The Trustee Collateral Agent shall be fully protected in accordance with Article 7 hereof in the taking of any action recommended or approved by any such expert, consultant, agent or attorney and by indemnification provided in accordance with Section 6.05 and other sections of this Indenture if such action is or agreed to by Holders of a majority in principal amount of the Notes Lenders' Collateral Agent pursuant to Section 6.05 and, the Trustee may, in its sole discretion, prior to taking such action if such action could subject it to environmental liabilities or taxation, require (1) direction from the Holders of a majority in principal amount of the Notes in accordance with Section 6.05 hereof and (2) indemnification in accordance with Section 6.05hereto.
Appears in 1 contract