Instructions to Collateral Agent Sample Clauses

Instructions to Collateral Agent. (i) The Collateral Agent shall be entitled to refrain from taking any action unless it has such instruction (in the form of Proper Instructions) from the Borrower (or the Collateral Manager on the Borrower’s behalf) the Required Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to the terms of this Agreement or any other Facility Document or pursuant to any Proper Instruction of the Borrower, the Collateral Manager, the Required Lenders or the Administrative Agent, as applicable. (ii) Whenever the Collateral Agent is entitled or required to receive or obtain any communications or information pursuant to or as contemplated by this Agreement, it shall be entitled to receive the same in writing, in form, content and medium reasonably acceptable to it and otherwise in accordance with any applicable term of this Agreement; and whenever any report or other information is required to be produced or distributed by the Collateral Agent it shall be in form, content and medium reasonably acceptable to it and the Borrower, and otherwise in accordance with any applicable term of this Agreement. (iii) In case any reasonable question arises as to its duties hereunder, the Collateral Agent may, so long as no Event of Default has occurred and is continuing, request written instructions from the Collateral Manager and may, after the occurrence and during the continuance of an Event of Default, request written instructions from the Administrative Agent, and shall be entitled at all times to refrain from taking any action unless it has received written instructions from the Collateral Manager or the Administrative Agent, as applicable. The Collateral Agent shall, in the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, have no liability, risk or cost for any action taken pursuant to and in compliance with the written instruction of the Administrative Agent.
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Instructions to Collateral Agent. The Collateral Agent shall be entitled to refrain from taking any action unless it has such instruction (in the form of Proper Instructions) from the Borrower (or the Collateral Manager on the Borrower’s behalf), the Required Lenders or the Administrative Agent, as applicable, as it reasonably deems necessary. In the absence of gross negligence, fraud or willful misconduct by the Collateral Agent, the Collateral Agent shall have no liability for any action (or forbearance from action) taken pursuant to any Proper Instruction of the Borrower, the Collateral Manager, the Required Lenders or the Administrative Agent, as applicable.
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Instructions to Collateral Agent. The Administrative Agent (acting on the instructions of the Required Lenders) irrevocably and unconditionally instructs the Collateral Agent to enter into this Agreement.
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Instructions to Collateral Agent. The undersigned Secured Parties hereby certify that they constitute all of the Secured Parties as of the date hereof and, the undersigned Secured Parties, by executing their counterpart signature pages of this Agreement, hereby instruct the Collateral Agent to execute and deliver this Agreement. In order to induce the Collateral Agent to so execute and deliver this Agreement, the undersigned Secured Parties hereby certify that (i) they have reviewed and approved of this Agreement, and (ii) this instruction and such action by the Collateral Agent pursuant to this instruction are not contrary to any obligation of the Collateral Agent under, and are consistent with, permitted by and in compliance with the Purchase Agreement and the Security Documents. In order to induce the Agent to take the foregoing requested action, the undersigned Secured Parties (on a several, but not joint basis) hereby agree to indemnify each Indemnitee for, and agree to hold each Indemnitee harmless against, those liabilities, losses or expenses (including, without limitation, reasonable legal and other professional fees and expenses) incurred by an Indemnitee in connection with or arising out of the taking by Worldwide Stock Transfer LLC, as Collateral Agent, except to the extent resulting from or arising out of the gross negligence or willful misconduct of any Indemnitee as finally determined by a court of competent jurisdiction, of the foregoing requested action.
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Instructions to Collateral Agent. Except as set forth herein, the Collateral Agent hereby agrees to act with respect to the Collateral and otherwise under this Agreement only upon the written instructions of, or with the consent of, the Required Holders; provided that without the written instructions of, or consent from, all of the Secured Parties, the Collateral Agent may not release Collateral other than in accordance with this Agreement or the written instructions of the Required Holders.
Sample 1
Instructions to Collateral Agent. Each of the Senior Creditor and EBW agree that, at any time at the request of the other (the “Requesting Party”), it will cooperate fully and promptly in issuing joint written instructions to the Collateral Agent in order to effectuate any instruction directing the Collateral Agent to act, if, pursuant to the terms of this Agreement, such action is permitted to be taken pursuant to this Agreement. In the event that either the Senior Creditor or EBW does not at any time promptly comply with its obligations under the immediately preceding sentence, the Requesting Party may issue such instructions to the Collateral Agent on a unilateral basis, provided that the Requesting Party also provides (i) the Collateral Agent with an opinion of counsel reasonably satisfactory to the Collateral Agent to the effect that the taking of such action is allowed pursuant to this Agreement and (ii) the other party with five (5) Business Days prior written notice of such instructions and legal opinion.
Sample 1
Instructions to Collateral Agent. The Banks shall procure that the Collateral Agent under the Borrower's Debenture shall issue notices pursuant to clauses 1.1.3, 1.1.4 and 1.
Sample 1
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Instructions to Collateral Agent. The Trustee shall promptly instruct the Collateral Agent to take any action indicated in a written direction to the Trustee by Holders representing a majority in outstanding principal amount of the Notes.
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Instructions to Collateral Agent 
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Related to Instructions to Collateral Agent

  • Collateral Agent s rights upon default (a) The Pledgor irrevocably constitutes and appoints the Collateral Agent, with full power of substitution, as the Pledgor’s true and lawful attorney-in-fact, in the Pledgor’s name or in the Collateral Agent’s name or otherwise, and at the Pledgor’s expense, to take any of the actions authorized by this Agreement or permitted under applicable law upon the occurrence and during the continuation of an Event of Default, without notice to or the consent of the Pledgor. This power of attorney is a power coupled with an interest and cannot be revoked. The Pledgor ratifies and confirms all actions taken by the Collateral Agent or its agents under this power of attorney. (b) The Pledgor agrees that 10 days notice shall constitute reasonable notice in connection with any sale, transfer or other disposition of Pledged Collateral. (c) The Collateral Agent may comply with any applicable state or federal law requirements in connection with a disposition of Pledged Collateral and compliance will not be considered adversely to affect the commercial reasonableness of any sale of Pledged Collateral. (d) The grant to the Collateral Agent under this Agreement of any right, power or remedy does not impose upon the Collateral Agent any duty to exercise that right, power or remedy. The Collateral Agent will have no obligation to take any steps to preserve any claim or other right against any person or with respect to any Pledged Collateral. (e) The Pledgor bears the risk of loss, damage, diminution in value, or destruction of the Pledged Collateral. (f) The Collateral Agent will have no responsibility for any act or omission of any courier, bailee, broker, bank, investment bank or any other person chosen by it with reasonable care. (g) The Collateral Agent makes no express or implied representations or warranties with respect to any Pledged Collateral or other property released to the Pledgor or its successors and assigns (other than as to the absence of liens created by the Pledgor). (h) The Pledgor agrees that the Collateral Agent will have met its duty of care under applicable law if it holds, maintains and disposes of Pledged Collateral in the same manner that it holds, maintains and disposes of property for its own account. (i) Except as set forth in this Clause or as required under applicable law, the Collateral Agent will have no duties or obligations under this Agreement or otherwise with respect to the Pledged Collateral. (j) The sale, transfer or other disposition under this Agreement of any right, title, or interest of the Pledgor in any item of Pledged Collateral will: (i) operate to divest the Pledgor permanently and all persons claiming under or through the Pledgor of that right, title, or interest, and (ii) be a perpetual bar, both at law and in equity, to any claims by the Pledgor or any person claiming under or through the Pledgor

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