Limitations on Duties of Collateral Agent. (i) The Collateral Agent shall be obliged to perform such duties and only such duties as are specifically set forth in this Agreement or in any Security Document, and no implied covenants or obligations shall be read into this Agreement or any Security Document against the Collateral Agent and the Collateral Agent shall not be liable with respect to any action taken or omitted by it in accordance with the direction of the Applicable Authorized Representative pursuant to Section 3(h). (ii) Except as herein otherwise expressly provided, the Collateral Agent shall not be under any obligation to take any action that is discretionary with the Collateral Agent under the provisions hereof or any Security Document except upon the written request of the Applicable Authorized Representative pursuant to Section 3(h). The Collateral Agent shall make available for inspection and copying by the Senior Indenture Trustee and each Additional Authorized Representative, each certificate or other paper furnished to the Collateral Agent by the Company under or in respect of this Agreement, any Security Document or any of the Trust Estate. (iii) Whenever reference is made in this Agreement to any action by, consent, designation, specification, requirement of approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.
Appears in 2 contracts
Samples: Collateral Trust Agreement, Collateral Trust Agreement (Ak Steel Holding Corp)
Limitations on Duties of Collateral Agent. (i) The Collateral Agent shall be obliged obligated to perform such duties and only such duties as are specifically set forth in this Agreement or in any and the Shared Collateral Security DocumentDocuments, and no implied covenants or obligations shall be read into this Agreement or any Shared Collateral Security Document against the Collateral Agent Agent. By acceptance of the benefits under this Agreement, the Public Debt Trustee and the Collateral Agent Holders of the Public Debt Obligations shall be deemed to have agreed that they shall not be liable with respect to any action taken or omitted by it in accordance with entitled to, and shall not, (i) direct the direction of the Applicable Authorized Representative pursuant to Section 3(h).
(ii) Except as herein otherwise expressly provided, the Collateral Agent shall not be under any obligation to take any action that is discretionary with the Collateral Agent under the provisions hereof or any Security Document except upon the written request of the Applicable Authorized Representative pursuant to Section 3(h). The Collateral Agent shall make available for inspection and copying by the Senior Indenture Trustee and each Additional Authorized Representative, each certificate or other paper furnished to the Collateral Agent by the Company under or in respect of this Agreement, any Security Document or any of the Trust Estate.
(iii) Whenever reference is made in this Agreement to any action by, consent, designation, specification, requirement of approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit actions of the Collateral Agent hereunder or under any Shared Collateral Security Document, (ii) have the right to consent to any amendment, supplement, waiver or other modification to this Agreement or any Shared Collateral Security Document, (iii) take any action, or commence any legal proceeding seeking, to require, compel or cause the Collateral Agent to enforce any of the provisions of this Agreement or any Shared Collateral Security Document against any Grantor or to exercise any remedy hereunder or thereunder, (iv) take any action, or commence any legal proceeding seeking, to prevent or enjoin the Collateral Agent from taking any action (including, without limitation, the enforcement of any provisions of this Agreement or any Shared Collateral Security Document against any Grantor, the exercise of any remedy hereunder or thereunder, the release of any Shared Collateral Security Document, the consent to any amendment or modification of this Agreement or any Shared Collateral Security Document or the grant of any waiver hereunder or thereunder), or refraining from taking any such action, in accordance with this Agreement or any Shared Collateral Security Document, as the case may be, or (v) otherwise take any action, or commence any legal proceeding seeking, to delay, hinder or otherwise impair the Collateral Agent in taking any such action in accordance with this Agreement or any Shared Collateral Security Document. By acceptance of the benefits under this Agreement, the Public Debt Trustee and its successors the Holders of the Public Debt Obligations, as Secured Parties, will be deemed to have acknowledged and permitted assigns and is not agreed that the provisions of the preceding sentence are intended to induce the Lenders to permit such Persons to be Secured Parties under this Agreement and will not entitle under the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party heretoShared Collateral Security Documents and are being relied upon by the Lenders as consideration therefor.
Appears in 2 contracts
Samples: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)
Limitations on Duties of Collateral Agent. (i) The Collateral Agent shall be obliged to perform such duties and only such duties as are specifically set forth in this Agreement, the Intercreditor Agreement or in any Security Document, and no implied covenants or obligations shall be read into this Agreement, the Intercreditor Agreement or any Security Document against the Collateral Agent and the Collateral Agent shall not be liable with respect to any action taken or omitted by it in accordance with the direction of the Applicable Authorized Representative pursuant to Section 3(h). Notwithstanding anything contained herein to the contrary, the Collateral Agent shall not be deemed to have a fiduciary relationship with any of the Grantors or noteholders.
(ii) Except as herein otherwise expressly provided, the The Collateral Agent shall not be under any obligation to take any action that is discretionary with the Collateral Agent under the provisions hereof or under the Intercreditor Agreement or any Security Document (including, without limitation, the protection of any rights and the exercise of any remedies hereunder) except upon the written request of the Applicable Authorized Representative pursuant to Section 3(h) and subject to Section 6(d)(iv). The Collateral Agent shall make available for inspection and copying by the Senior Indenture Trustee and each Additional Authorized Representative, each certificate or other paper furnished to the Collateral Agent by the Company under or in respect of this Agreement, the Intercreditor Agreement, any Security Document or any of the Trust Estate. The Collateral Agent shall be entitled to refrain from any act or the taking of any action or from the exercise of any power or authority vested in it hereunder or thereunder unless and until the Collateral Agent shall have received instructions from such Applicable Authorized Representative, and if the Collateral Agent deems necessary, satisfactory indemnity, and shall not be liable for any such delay in acting. The Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Collateral Agent to liability or that is contrary to this Agreement, the Intercreditor Agreement or any Security Document or applicable law, including for the avoidance of doubt any action that may be in violation of the automatic stay under any bankruptcy or insolvency law. For purposes of clarity, phrases such as “satisfactory to the Collateral Agent”, “approved by the Collateral Agent”, “acceptable to the Collateral Agent”, “as determined by the Collateral Agent”, “in the Collateral Agent's discretion”, “selected by the Collateral Agent”, “requested by the Collateral Agent” and phrases of similar import authorize and permit the Collateral Agent to approve, disapprove, determine, act or decline to act in its discretion.
(iii) Whenever reference is made in this Agreement to any action by, consent, designation, specification, requirement of approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto. The permissive rights of the CA enumerated herein shall not be construed as duties.
Appears in 2 contracts
Samples: Collateral Agency Agreement (Century Aluminum Co), Collateral Agency Agreement (Century Aluminum Co)
Limitations on Duties of Collateral Agent. (ia) The Collateral Agent shall be obliged obligated to perform such duties and only such duties as are specifically set forth in this Agreement or in any and the Security DocumentDocuments, and no implied covenants or obligations shall be read into this Agreement or any Security Document against the Collateral Agent. The Collateral Agent may, subject to the provisions of clause (b) of Section 2.4, exercise the rights and powers vested in the Collateral Agent by this Agreement and the Security Documents, and shall not be liable with respect to any action taken taken, or omitted by it to be taken, in accordance with Requisite Instructions delivered to the direction of the Applicable Authorized Representative pursuant to Section 3(h)Collateral Agent.
(iib) Except as herein otherwise expressly provided, the Collateral Agent shall not be under any obligation to take any action that which is discretionary with the Collateral Agent under the provisions hereof or of any Security Document except upon in accordance with Requisite Instructions delivered to the written request of the Applicable Authorized Representative pursuant to Section 3(h)Collateral Agent. The Collateral Agent shall make available for inspection and copying by the Senior Administrative Agent and the Indenture Trustee and each Additional Authorized Representative, each certificate or other paper furnished to the Collateral Agent by any of the Company Obligors under or in respect of this Agreement or any Security Document or any of the Collateral.
(c) No provision of this Agreement or of any Security Document shall be deemed to impose any duty or obligation on the Collateral Agent to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Collateral Agent shall be unqualified or incompetent to perform any such act or acts or to exercise any such right, power, duty or obligation or if such performance or exercise would constitute doing business by the Collateral Agent in such jurisdiction or impose a tax on the Collateral Agent by reason thereof or would require the Collateral Agent to risk its own funds or otherwise incur any financial liability in the performance of its duties hereunder.
(d) Neither the Collateral Agent nor any of its directors, officers, agents or employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or representation made by any Obligor or any Secured Party in connection with this Agreement or any Security Document, (ii) the performance or observance of any of the covenants or agreements of any Obligor under this Agreement or any Security Document or the satisfaction of any condition specified in any such document, (iii) the existence or possible existence of any Event of Default, or (iv) the validity, effectiveness or genuineness of this Agreement, any Security Document or any of the Trust Estate.
(iii) Whenever reference is made other instrument or writing furnished in this Agreement to any action by, consent, designation, specification, requirement of approval of, notice, request connection herewith or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the therewith. The Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the responsible to any Secured Parties. This provision is intended solely Party for the benefit perfection or priority of any Lien on any of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle Collateral, for the other parties hereto to execution, effectiveness, genuineness, validity, legality, enforceability, collectability or sufficiency of any defense, claim of the Security Documents or counterclaimthe transactions contemplated thereby, or confer for the financial condition of any rights or benefits on any party heretoObligor.
Appears in 2 contracts
Samples: Collateral Trust Agreement, Collateral Trust Agreement (Advanced Micro Devices Inc)
Limitations on Duties of Collateral Agent. (ia) The Collateral Agent shall be obliged obligated to perform such duties and only such duties as are specifically set forth in this Agreement or in any and the Security DocumentDocuments, and no implied covenants or obligations shall be read into this Agreement or any Security Document against the Collateral Agent Agent. By acceptance of the benefits under this Agreement and the Security Documents, the holders of External Sharing Debt shall be deemed to have agreed that they shall not be entitled to, and shall not, (i) direct the actions of the Collateral Agent shall not be liable with respect hereunder or under any Security Document (except as provided in the last sentence of Section 5.4(b)), (ii) except as set forth in Section 6.3, have the right to consent to any amendment, supplement, waiver or other modification to this Agreement or any Security Document or to any release of Collateral or Guarantees, (iii) take any action, or commence any legal proceeding seeking, to require, compel or cause the Collateral Agent to enforce any of the provisions of this Agreement or any Security Document against any Grantor or to exercise any remedy hereunder or thereunder, (iv) take any action, or commence any legal proceeding seeking, to prevent or enjoin the Collateral Agent from taking any action taken (including, without limitation, the enforcement of any provisions of this Agreement or omitted by it any Security Document against any Grantor, the exercise of any remedy hereunder or thereunder, the release of any Security Document, the release of any Collateral or Guarantees, the consent to any amendment or modification of this Agreement or any Security Document or the grant of any waiver hereunder or thereunder), or refraining from taking any such action, in accordance with this Agreement or any Security Document, as the direction case may be, or (v) otherwise take any action, or commence any legal proceeding seeking, to delay, hinder or otherwise impair the Collateral Agent in taking any such action in accordance with this Agreement or any Security Document. By acceptance of the Applicable Authorized Representative pursuant benefits under this Agreement and the Security Documents, the holders of External Sharing Debt, as Secured Parties, will be deemed to Section 3(h)have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Banks and the Grantors to permit such Persons to be Secured Parties under this Agreement and under the Security Documents and are being relied upon by the Banks and the Grantors as consideration therefor.
(iib) Except as herein otherwise expressly provided, the Collateral Agent shall not be under any obligation to take any action that which is discretionary with the Collateral Agent under the provisions hereof or of any Security Document except upon the written request of the Applicable Authorized Representative pursuant to Section 3(h)Document. The Collateral Agent shall make available for inspection and copying by the Senior Indenture Trustee and each Additional Authorized Representative, Administrative Agent each certificate or other paper furnished to the Collateral Agent by any of the Company Grantors under or in respect of this Agreement, any Security Document Agreement or any of the Trust EstateCollateral. The Collateral Agent shall in all cases be fully protected in acting or refraining from acting, and (except to the extent that the same would, in the Collateral Agent's reasonable opinion, involve a risk of its violating any rule or regulation or expose it to any liability) shall act or refrain from acting, in accordance with written instructions signed by the Administrative Agent and any such instruction and any action or inaction pursuant thereto shall be binding on all the Secured Parties.
(iiic) Whenever reference is made in No provision of this Agreement or of any Security Document shall be deemed to impose any action byduty or obligation on the Collateral Agent to perform any act or acts or exercise any right, consentpower, designationduty or obligation conferred or imposed on it, specification, requirement of approval of, notice, request or other communication fromin any jurisdiction in which it shall be illegal, or other direction given in which the Collateral Agent shall be unqualified or action incompetent, to be undertaken perform any such act or acts or to be (exercise any such right, power, duty or not to be) suffered obligation or omitted if such performance or exercise would constitute doing business by the Collateral Agent in such jurisdiction or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases impose a tax on the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking by reason thereof or to risk its own funds or otherwise undertaking and exercising incur any financial liability in the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit performance of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party heretoduties hereunder.
Appears in 2 contracts
Samples: Collateral Sharing Agreement (Lucent Technologies Inc), Collateral Sharing Agreement (Lucent Technologies Inc)
Limitations on Duties of Collateral Agent. (ia) The Collateral Agent shall be obliged obligated to perform such duties and only such duties as are specifically set forth in this Agreement or in any and the other Security DocumentDocuments. Without limiting the generality of the foregoing, and no implied covenants or obligations shall be read into this Agreement or any Security Document against the Collateral Agent (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default under the Revolving Credit Agreement or an Event of Default has occurred and is continuing, and (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Loan Document that the Collateral Agent shall not be liable with respect is instructed in writing to any action taken or omitted by it exercise in accordance with the direction of the Applicable Authorized Representative pursuant to Section 3(h)First Lien Intercreditor Agreement.
(iib) Except as herein otherwise expressly providedWithout limiting the generality of the foregoing, the Collateral Agent shall not be under any obligation to take any action that is discretionary with the Collateral Agent under the provisions hereof or any Security Document except upon the written request of the Applicable Authorized Representative pursuant to Section 3(h). The Collateral Agent shall make available for inspection and copying copying, upon request, by the Senior Indenture Trustee and each Additional Authorized RepresentativeAdministrative Agent or the Trustee, each certificate or other paper furnished to the Collateral Agent by any of the Company Loan Parties under or in respect of this Agreement, any Security Document Agreement or any of the Trust EstateCollateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations (but the Collateral Agent shall not have any duty to notify any Person of any such certificate or paper except as expressly provided in any applicable Loan Document).
(iiic) Whenever reference is made Beyond its duties as to the custody thereof expressly provided herein or in this Agreement any other Security Document and to account to the Secured Parties and the Loan Parties for moneys and other property received by it hereunder or under any action byother Security Document, consent, designation, specification, requirement of approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent shall not have any duty to the Loan Parties or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto Parties as to any defense, claim Collateral in its possession or counterclaimcontrol of any of its agents or nominees, or confer any income thereon or as to the preservation of rights against prior parties or benefits on any party heretoother rights pertaining thereto.
Appears in 1 contract
Samples: Collateral Agreement (American Axle & Manufacturing Holdings Inc)
Limitations on Duties of Collateral Agent. (ia) The Unless a Notice of Default is in effect, the Collateral Agent shall be obliged obligated to perform such duties and only such duties as are specifically set forth in this Agreement or in any Security DocumentAgreement, and no implied covenants or obligations shall be read into this Agreement or any Security Document against the Collateral Agent Agent. If and so long as a Notice of Default is in effect, the Collateral Agent shall exercise the rights and powers vested in it by this Agreement, and shall not be liable with respect to any action taken by it, or omitted to be taken by it it, in accordance with the direction of the Applicable Authorized Representative applicable Secured Parties or directions given to the Collateral Agent pursuant to Section 3(h)5.6.
(iib) Except as herein otherwise expressly provided, the The Collateral Agent shall not be under any obligation to take any action that which is discretionary with the Collateral Agent under the provisions hereof or with respect to any Security Document Secured Party Designated Collateral except upon upon, and shall be obligated to follow the reasonable instructions set forth in, the written request of the Applicable Authorized Representative pursuant Required Secured Parties with respect to Section 3(h)such Secured Party Designated Collateral.
(c) Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Collateral in its possession or control or in the possession or control of any agent or bailee or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto. The Collateral Agent shall make available be deemed to have exercised reasonable care in the custody of the Collateral in its possession if such items are accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for inspection and copying any loss or damage thereto, or for any diminution in the value thereof, by reason of the Senior Indenture Trustee and each Additional Authorized Representativeact or omission of any warehouseman, each certificate carrier, forwarding agency, consignee or other paper furnished to the Collateral Agent by the Company under agent or in respect of this Agreement, any Security Document or any of the Trust Estate.
(iii) Whenever reference is made in this Agreement to any action by, consent, designation, specification, requirement of approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted bailee selected by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party heretogood faith.
Appears in 1 contract
Samples: Collateral Agency Agreement (Navistar Financial Retail Receivables Corporation)
Limitations on Duties of Collateral Agent. (ia) The Collateral Agent shall be obliged obligated to perform such duties and only such duties as are specifically set forth in this Agreement or in any and the other Security DocumentDocuments, and no implied covenants or obligations shall be read into this Agreement or any other Security Document against the Collateral Agent Agent. Beyond its duties as to the custody thereof expressly provided herein or in any other Security Document and to account to the Applicable Secured Parties and the Grantors for moneys and other property received by it hereunder or under any other Security Document, the Collateral Agent shall not be liable with respect have any duty to the Grantors or to the Secured Parties as to any Shared Property or Non-Shared Property in its possession or control or in the possession or control of any of its agents or nominees, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.
(b) By acceptance of the benefits under this Agreement, the Bond Trustees and the Bondholders shall be deemed to have agreed that they shall not be entitled to, and shall not, (i) direct the actions of the Collateral Agent hereunder or under any other Shared Collateral Security Document, (ii) have the right to consent to any amendment, supplement, waiver or other modification to this Agreement or any other Shared Collateral Security Document, (iii) take any action, or commence any legal proceeding seeking, to require, compel or cause the Collateral Agent to enforce any of the provisions of this Agreement or any other Shared Collateral Security Document against any Grantor or to exercise any remedy hereunder or thereunder, (iv) take any action, or commence any legal proceeding seeking, to prevent or enjoin the Collateral Agent from taking any action taken (including the enforcement of any provisions of this Agreement or omitted by it any other Shared Collateral Security Document against any Grantor, the exercise of any remedy hereunder or thereunder, the release of this Agreement or any other Shared Collateral Security Document, the consent to any amendment or modification of this Agreement or any other Shared Collateral Security Document or the grant of any waiver hereunder or thereunder), or refraining from taking any such action, in accordance with this Agreement or any other Shared Collateral Security Document, as the direction case may be, or (v) otherwise take any action, or commence any legal proceeding seeking, to delay, hinder or otherwise impair the Collateral Agent in taking any such action in accordance with this Agreement or any other Shared Collateral Security Document. By acceptance of the Applicable Authorized Representative pursuant benefits under this Agreement, the Bond Trustees and the Bondholders will be deemed to Section 3(h)have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Lenders to permit such Persons to be Secured Parties under this Agreement and under the other Shared Collateral Security Documents and are being relied upon by the Lenders as consideration therefor.
(iic) Except as herein otherwise expressly provided, the Collateral Agent shall not be under any obligation to take any action that which is discretionary with the Collateral Agent under the provisions hereof or of any other Security Document except upon the written request of the Applicable Authorized Representative pursuant to Section 3(h)Document. The Collateral Agent shall make available for inspection and copying (i) by the Senior Indenture Trustee Administrative Agent and each Additional Authorized Representativethe Bond Trustees, each certificate or other paper furnished to the Collateral Agent by any of the Company Grantors under or in respect of this Agreementthe Shared Collateral Estate and (ii) by the Administrative Agent, any Security Document each certificate or other paper furnished to the Collateral Agent by any of the Trust Grantors under or in respect of the Non-Shared Collateral Estate.
(iiid) Whenever reference is made in No provision of this Agreement or of any other Security Document shall be deemed to impose any action byduty or obligation on the Collateral Agent to perform any act or acts or exercise any right, consentpower, designationduty or obligation conferred or imposed on it, specification, requirement of approval of, notice, request or other communication fromin any jurisdiction in which it shall be illegal, or other direction given in which the Collateral Agent shall be unqualified or action incompetent, to be undertaken perform any such act or acts or to be (exercise any such right, power, duty or not to be) suffered obligation or omitted if such performance or exercise would constitute doing business by the Collateral Agent in such jurisdiction or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases impose a tax on the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking by reason thereof or to risk its own funds or otherwise undertaking and exercising incur any financial liability in the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit performance of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party heretoduties hereunder.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Kerr McGee Corp /De)
Limitations on Duties of Collateral Agent. (ia) The ----------------------------------------- Collateral Agent shall not be obliged obligated to perform such duties and only take any action, or refrain from taking any action, under or in respect of any Security Document except for the performance of such duties as are specifically set forth required hereby and except as may be requested from time to time in this Agreement writing by one or more Secured Parties' Representatives acting on behalf of the Required Secured Parties or such other combination of Secured Parties as may be specified in any Security Documentapplicable provision of this Agreement. If an Event of Default exists and if the Collateral Agent shall have actual knowledge thereof, the Collateral Agent will exercise such rights, powers and no implied covenants or obligations shall be read into this Agreement or remedies (whether vested by any Security Document against or by statute or by law or otherwise) for the protection and enforcement of the Collateral Agent's rights under and in respect of the Security Documents as, in the absence of a Notice of Action, it may determine to be in the best interest of the Secured Parties, or as may be directed in writing pursuant to a Notice of Action, and shall use the same degree of care and skill in such exercise as a prudent man would use under the circumstances in the conduct of his own affairs.
(b) In the event that the Collateral Agent shall have received incomplete or insufficient information to perform its duties hereunder or requires clarification of any matter, the Collateral Agent shall be entitled to request direction from, and to act, or refrain from acting, on the written direction of one or more Secured Parties' Representatives acting on behalf of the Required Secured Parties, and the Collateral Agent shall not be liable with respect fully protected in relying on such direction or in failing to any action taken act until the receipt of such information or omitted by it in accordance with the direction of the Applicable Authorized Representative pursuant to Section 3(h)clarification.
(iic) Except as herein otherwise expressly providedNo provision of any Security Document shall be deemed to impose any duty or obligation on the Collateral Agent to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Collateral Agent shall not be under unqualified or incompetent, to perform any such act or acts or to exercise any such right, power, duty or obligation to take any action that is discretionary with or if such performance or exercise would constitute doing business by the Collateral Agent under the provisions hereof in such jurisdiction or any Security Document except upon the written request of the Applicable Authorized Representative pursuant to Section 3(h). The Collateral Agent shall make available for inspection and copying by the Senior Indenture Trustee and each Additional Authorized Representative, each certificate or other paper furnished to impose a tax on the Collateral Agent by the Company under or in respect of this Agreement, any Security Document or any of the Trust Estatereason thereof.
(iii) Whenever reference is made in this Agreement to any action by, consent, designation, specification, requirement of approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.
Appears in 1 contract
Samples: Collateral Agency and Intercreditor Agreement (Edison Mission Energy)
Limitations on Duties of Collateral Agent. (ia) The Collateral Agent shall be obliged obligated to perform such duties and only such duties as are specifically set forth in this Agreement Agreement, or in any other Security Document, and no implied covenants or obligations shall be read into this Agreement, or any other Security Document against the Collateral Agent. By acceptance of the benefits under this Agreement, the Holders shall be deemed to have agreed that they shall not be entitled to, and shall not, (i) direct the actions of the Collateral Agent hereunder or under any Security Document, (ii) have the right to consent to any amendment, supplement, waiver or other modification to this Agreement or any Security Document, (iii) take any action, or commence any legal proceeding seeking, to require, compel or cause the Collateral Agent to enforce any of the provisions of this Agreement or any Security Document against any Grantor or to exercise any remedy hereunder or thereunder, (iv) take any action, or commence any legal proceeding seeking, to prevent or enjoin the Collateral Agent and from taking any action (including, without limitation, the enforcement of any provisions of this Agreement or any Security Document against any Grantor, the exercise of any remedy hereunder or thereunder, the release of any Security Document, the consent to any amendment or modification of this Agreement or any Security Document or the grant of any waiver hereunder or thereunder), or refraining from taking any such action, in accordance with this Agreement or any Security Document, as the case may be, or (v) otherwise take any action, or commence any legal proceeding seeking, to delay, hinder or otherwise impair the Collateral Agent shall not be liable with respect to in taking any such action taken or omitted by it in accordance with the direction this Agreement or any Security Document. By acceptance of the Applicable Authorized Representative pursuant benefits under this Agreement, the Holders, as Secured Parties, will be deemed to Section 3(h)have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Credit Agreement Secured Parties to permit such Persons to be Secured Parties under this Agreement and under the Security Documents and are being relied upon by the Credit Agreement Secured Parties as consideration therefor.
(iib) Except as herein otherwise expressly provided, the Collateral Agent shall not be under any obligation to take any action that is discretionary with the Collateral Agent under the provisions hereof of this Agreement or of any other Security Document except upon the written request of the Applicable Authorized Representative pursuant to Section 3(h)Document. The Collateral Agent shall make available for inspection and copying by the Senior Indenture Administrative Agent and the Trustee and each Additional Authorized Representative, each certificate or other paper furnished to the Collateral Agent by any of the Company Grantors under or in with respect to this Agreement, any other Security Document or the Collateral.
(c) No provision of this Agreement, or any other Security Document shall be deemed to impose any duty or obligation on the Collateral Agent to perform any of the Trust Estate.
(iii) Whenever reference is made act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in this Agreement to any action by, consent, designation, specification, requirement of approval of, notice, request or other communication fromjurisdiction in which it shall be illegal, or other direction given in which the Collateral Agent shall be unqualified or action incompetent, to be undertaken perform any such act or acts or to be (exercise any such right, power, duty or not to be) suffered obligation or omitted if such performance or exercise would constitute doing business by the Collateral Agent in such jurisdiction or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases impose a tax on the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking by reason thereof or to risk its own funds or otherwise undertaking and exercising incur any financial liability in the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit performance of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party heretoduties hereunder.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Donnelley R H Inc)
Limitations on Duties of Collateral Agent. (ia) The Collateral Agent shall be obliged obligated to perform such duties and only such duties as are specifically set forth in this Agreement and the other Security Documents. Without limiting the generality of the foregoing, the Collateral Agent (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, and (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Loan Document that the Collateral Agent is instructed in writing to exercise by the Required Lenders (or such number of Lenders or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Revolving Credit Agreement). By acceptance of the benefits under this Agreement and the other Security Documents, the holders of Secured Obligations (other than the Revolving Administrative Agent, the Issuing Banks and the Lenders under the Revolving Credit Agreement in their capacities as such) shall be deemed to have agreed that they shall not be entitled to, and shall not, (i) direct the actions of the Collateral Agent hereunder or under any other Security Document, and no implied covenants (ii) have the right to consent to any amendment, supplement, waiver or obligations shall be read into other modification to this Agreement or any other Security Document or to any release of Collateral, (iii) take any action, or commence any legal proceeding seeking, to require, compel or cause the Collateral Agent to enforce any of the provisions of this Agreement or any other Security Document against any Loan Party or to exercise any remedy hereunder or thereunder, (iv) take any action, or commence any legal proceeding seeking, to prevent or enjoin the Collateral Agent from taking any action (including the enforcement of any provisions of this Agreement or any other Security Document against any Loan Party, the exercise of any remedy hereunder or thereunder, the release of any other Security Document, the release of any Collateral, the consent to any amendment or modification of this Agreement or any other Security Document or the grant of any waiver hereunder or thereunder), or refraining from taking any such action, in accordance with this Agreement or any Security Document against Document, as the case may be, or (v) otherwise take any action, or commence any legal proceeding seeking to delay, hinder or otherwise impair the Collateral Agent and the Collateral Agent shall not be liable with respect to in taking any such action taken or omitted by it in accordance with the direction this Agreement or any other Security Document. By acceptance of the Applicable Authorized Representative pursuant benefits under this Agreement and the other Security Documents, the holders of Secured Obligations (other than the Revolving Administrative Agent, the Issuing Banks and the Lenders under the Revolving Credit Agreement in their capacities as such), as secured parties hereunder, will be deemed to Section 3(h)have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Lenders under the Revolving Credit Agreement and the Loan Parties to permit such Persons to be secured parties under this Agreement and under the other Security Documents and are being relied upon by the Lenders and the Loan Parties as consideration therefor.
(iib) Except as herein otherwise expressly providedWithout limiting the generality of the foregoing, the Collateral Agent shall not be under any obligation to take any action that is discretionary with the Collateral Agent under the provisions hereof or any Security Document except upon the written request of the Applicable Authorized Representative pursuant to Section 3(h). The Collateral Agent shall make available for inspection and copying copying, upon request, by the Senior Indenture Trustee and each Additional Authorized RepresentativeAdministrative Agents, each certificate or other paper furnished to the Collateral Agent by any of the Company Loan Parties under or in respect of this Agreement, any Security Document Agreement or any of the Trust EstateCollateral (but the Collateral Agent shall not have any duty to notify any Person of any such certificate or paper except as expressly provided in any applicable Loan Document).
(iiic) Whenever reference is made Beyond its duties as to the custody thereof expressly provided herein or in this Agreement any other Security Document and to account to the Secured Parties and the Loan Parties for moneys and other property received by it hereunder or under any action byother Security Document, consent, designation, specification, requirement of approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent shall not have any duty to the Loan Parties or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto Parties as to any defense, claim Collateral in its possession or counterclaimcontrol of any of its agents or nominees, or confer any income thereon or as to the preservation of rights against prior parties or benefits on any party heretoother rights pertaining thereto.
Appears in 1 contract
Samples: Collateral Agreement (American Axle & Manufacturing Holdings Inc)
Limitations on Duties of Collateral Agent. (i) The Collateral Agent shall be obliged to perform such duties and only such duties as are specifically set forth in this Agreement, the Intercreditor Agreement or in any Security Document, and no implied covenants or obligations shall be read into this Agreement, the Intercreditor Agreement or any Security Document against the Collateral Agent and the Collateral Agent shall not be liable with respect to any action taken or omitted by it in accordance with the direction of the Applicable Authorized Representative pursuant to Section 3(h). Notwithstanding anything contained herein to the contrary, the Collateral Agent shall not be deemed to have a fiduciary relationship with any of the Grantors or noteholders.
(ii) Except as herein otherwise expressly provided, the The Collateral Agent shall not be under any obligation to take any action that is discretionary with the Collateral Agent under the provisions hereof or under the Intercreditor Agreement or any Security Document (including, without limitation, the protection of any rights and the exercise of any remedies hereunder) except upon the written request of the Applicable Authorized Representative pursuant to Section 3(h) and subject to Section 6(d)(iv). The Collateral Agent shall make available for inspection and copying by the Senior Indenture Trustee and each Additional Authorized Representative, each certificate or other paper furnished to the Collateral Agent by the Company under or in respect of this Agreement, the Intercreditor Agreement, any Security Document or any of the Trust Estate.
(iii) Whenever reference is made in this Agreement to any action by, consent, designation, specification, requirement of approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.,
Appears in 1 contract
Limitations on Duties of Collateral Agent. (ia) The Collateral Agent shall be obliged obligated to perform such duties and only such duties as are specifically set forth in this Agreement or in any and the Security DocumentDocuments, and no implied covenants or obligations shall be read into this Agreement or any Security Document against the Collateral Agent Agent. By acceptance of the benefits under this Agreement and the Security Documents, the holders of External Sharing Debt shall be deemed to have agreed that they shall not be entitled to, and shall not, (i) direct the actions of the Collateral Agent shall not be liable with respect hereunder or under any Security Document, (ii) except as set forth in Section 6.3, have the right to consent to any amendment, supplement, waiver or other modification to this Agreement or any Security Document or to any release of Collateral or Guarantees, (iii) take any action, or commence any legal proceeding seeking, to require, compel or cause the Collateral Agent to enforce any of the provisions of this Agreement or any Security Document against any Grantor or to exercise any remedy hereunder or thereunder, (iv) take any action, or commence any legal proceeding seeking, to prevent or enjoin the Collateral Agent from taking any action taken (including, without limitation, the enforcement of any provisions of this Agreement or omitted by it any Security Document against any Grantor, the exercise of any remedy hereunder or thereunder, the release of any Security Document, the release of any Collateral or Guarantees, the consent to any amendment or modification of this Agreement or any Security Document or the grant of any waiver hereunder or thereunder), or refraining from taking any such action, in accordance with this Agreement or any Security Document, as the direction case may be, or (v) otherwise take any action, or commence any legal proceeding seeking, to delay, hinder or otherwise impair the Collateral Agent in taking any such action in accordance with this Agreement or any Security Document. By acceptance of the Applicable Authorized Representative pursuant benefits under this Agreement and the Security Documents, the holders of External Sharing Debt, as Secured Parties, will be deemed to Section 3(h)have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Lenders and the Grantors to permit such Persons to be Secured Parties under this Agreement and under the Security Documents and are being relied upon by the Lenders and the Grantors as consideration therefor.
(iib) Except as herein otherwise expressly provided, the Collateral Agent shall not be under any obligation to take any action that which is discretionary with the Collateral Agent under the provisions hereof or of any Security Document except upon the written request of the Applicable Authorized Representative pursuant to Section 3(h)Document. The Collateral Agent shall make available for inspection and copying by the Senior Indenture Trustee and each Additional Authorized Representative, Administrative Agent each certificate or other paper furnished to the Collateral Agent by any of the Company Grantors under or in respect of this Agreement, any Security Document Agreement or any of the Trust EstateCollateral.
(iiic) Whenever reference is made in No provision of this Agreement or of any Security Document shall be deemed to impose any action byduty or obligation on the Collateral Agent to perform any act or acts or exercise any right, consentpower, designationduty or obligation conferred or imposed on it, specification, requirement of approval of, notice, request or other communication fromin any jurisdiction in which it shall be illegal, or other direction given in which the Collateral Agent shall be unqualified or action incompetent, to be undertaken perform any such act or acts or to be (exercise any such right, power, duty or not to be) suffered obligation or omitted if such performance or exercise would constitute doing business by the Collateral Agent in such jurisdiction or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases impose a tax on the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking by reason thereof or to risk its own funds or otherwise undertaking and exercising incur any financial liability in the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit performance of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party heretoduties hereunder.
Appears in 1 contract
Samples: Collateral Sharing Agreement (Lucent Technologies Inc)
Limitations on Duties of Collateral Agent. (ia) The Collateral Agent shall be obliged to perform such duties and only such duties as are specifically set forth in this Agreement or in any Security Collateral Document, and no implied covenants or obligations shall be read into this Agreement or any Security Collateral Document against the Collateral Agent. The Collateral Agent shall, upon receipt of a Notice of Actionable Default and during such time as such Notice of Actionable Default shall not have been withdrawn in accordance with the provisions of Section 3.1(b) hereof, exercise -------------- the rights vested in it by this Agreement or by any Collateral Document, and the Collateral Agent shall not be liable with respect to any action taken or omitted by it in accordance with the direction of the Applicable Authorized Representative Majority Holders pursuant to Section 3(h).2.2 or ----------- 3.6 of this Agreement. ---
(iib) Except as herein otherwise expressly provided, including, without limitation, upon the written request of the Majority Holders pursuant to Section ------- 2.2 or 3.6 of this Agreement, the Collateral Agent shall not be under any --- --- obligation to take any action that which is discretionary with the Collateral Agent under the provisions hereof or under any Security Document except upon the written request of the Applicable Authorized Representative pursuant to Section 3(h)Collateral Document. The Collateral Agent shall make available for inspection and copying by the Senior Indenture Trustee and furnish to each Additional Authorized Representative, Holder promptly upon receipt thereof a copy of each certificate or other paper furnished to the Collateral Agent by any of the Company Grantors under or in respect of this Agreement, any Security Collateral Document or any of the Trust Estate.
(iii) Whenever reference Collateral, unless by the express terms of any Collateral Document a copy of the same is made in this Agreement required to any action by, consent, designation, specification, requirement of approval of, notice, request or be furnished by some other communication fromPerson directly to the Holders, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any electionshall have determined that the same has already been so furnished; provided, decisionhowever, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking shall have no -------- ------- liability for its inadvertent failure to furnish any such Person with any such copies and exercising the same (or Collateral Agent shall not be undertaking and exercising the same) as directed required to furnish copies of documents which are not material unless reasonably requested to do so by the Secured Parties. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party heretoa Holder.
Appears in 1 contract
Samples: Secured Credit Agreement (System Software Associates Inc)
Limitations on Duties of Collateral Agent. (ia) The Collateral Agent shall be obliged obligated to perform such duties and only such duties as are specifically set forth in this Agreement Agreement, the Security Documents or in any the Bond Security DocumentDocuments, and no implied covenants or obligations shall be read into this Agreement, any Security Document or any Bond Security Document against the Collateral Agent. By acceptance of the benefits under this Agreement, the Security Documents and the Bond Security Documents, the holders or creditors of Obligations (other than the Collateral Agent in its capacity as such) shall be deemed to have agreed that they shall not be entitled to, and shall not, (i) save as expressly provided for in this Agreement or, in the case of the Senior Agreement Creditors to the extent not inconsistent with this Agreement and the Priority Agreement, direct the actions of the Collateral Agent hereunder or under any Security Document or Bond Security Document, (ii) have the right to object to, contest or oppose any release of Collateral, and they shall be deemed to have approved any such release where the release of such Collateral is otherwise permitted or provided for by this Agreement, the Priority Agreement and the Credit Agreement, (iii) take any action, or commence any legal proceeding seeking, to require, compel or cause the Collateral Agent to enforce any of the provisions of this Agreement or any Security Document or Bond Security Document against any Loan Party or to exercise any remedy hereunder or thereunder unless such provision is then enforceable or remedy exercisable under the terms of this Agreement or the Security Documents or Bond Security Documents and an Instructing Group has instructed the Collateral Agent to enforce such provision or exercise such remedy in accordance with this Agreement (or, in the case of the Hedging Banks and the enforcement of the Hedging Security Documents, Clause 12.2 of the Priority Agreement applies), (iv) take any action, or commence any legal proceeding seeking, to prevent or enjoin the Collateral Agent shall not be liable with respect from taking any action (including the enforcement of any provisions of this Agreement or any Security Document or Bond Security Documents against any Loan Party, the exercise of any remedy hereunder or thereunder, the release of any Security Document or Bond Security Document, the release of any Collateral, the consent to any amendment or modification of this Agreement or any Security Document or Bond Security Document or the grant of any waiver hereunder or thereunder), or refraining from taking any such action, where such action taken or omitted by it inaction is in accordance with this Agreement or any Security Document or Bond Security Document, as the direction of case may be, or (v) otherwise take any action, or commence any legal proceeding seeking, to delay, hinder or otherwise impair the Applicable Authorized Representative pursuant to Section 3(h)Collateral Agent in taking any such action in accordance with this Agreement or any Security Document or Bond Security Document.
(iib) Except as herein otherwise expressly provided, the Collateral Agent shall not be under any obligation to take any action that which is discretionary with subject to the Collateral Agent Agent's discretion under the provisions hereof or of any Security Document except upon or Bond Security Document.
(c) No provision of this Agreement or of any Security Document or Bond Security Document shall be deemed to impose any duty or obligation on the written request of Collateral Agent to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Applicable Authorized Representative pursuant to Section 3(h). The Collateral Agent shall make available for inspection and copying be unqualified or incompetent, to perform any such act or acts or to exercise any such right, power, duty or obligation or if such performance or exercise would constitute doing business by the Senior Indenture Trustee and each Additional Authorized Representative, each certificate Collateral Agent in such jurisdiction or other paper furnished to impose a tax or an additional amount of tax on the Collateral Agent by the Company under or in respect of this Agreement, any Security Document or any of the Trust Estate.
(iii) Whenever reference is made in this Agreement to any action by, consent, designation, specification, requirement of approval of, notice, request or other communication from, or other direction given or action to be undertaken reason thereof or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking risk its own funds or otherwise undertaking and exercising incur any financial liability in the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit performance of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party heretoduties hereunder.
Appears in 1 contract
Limitations on Duties of Collateral Agent. (ia) The Collateral Agent shall be obliged obligated to perform such duties and only such duties as are specifically set forth in this Agreement and the other Loan Group Documents. Without limiting the generality of the foregoing, the Collateral Agent (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Loan Group Default has occurred and is continuing, and (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Loan Group Document that the Collateral Agent is instructed in writing to exercise by the “Required Lenders” under each of the Credit Agreements (or such other number of lenders or percentage of lenders as shall be necessary under the circumstances as provided in each of the Credit Agreements). By acceptance of the benefits under this Agreement and the other Loan Group Documents, the holders of any Security obligation secured hereby (other than the administrative agents under the Credit Agreements, the Loan Group Issuing Banks and the Loan Group Lenders in their capacities as such) shall be deemed to have agreed that they shall not be entitled to, and shall not, (i) direct the actions of the Collateral Agent hereunder or under any other Loan Group Document, and no implied covenants (ii) have the right to consent to any amendment, supplement, waiver or obligations shall be read into other modification to this Agreement or any Security other Loan Group Document against or to any release of Collateral or guarantees, (iii) take any action, or commence any legal proceeding seeking, to require, compel or cause the Collateral Agent and to enforce any of the provisions of this Agreement or any other Loan Group Document against any Loan Group Party or to exercise any remedy hereunder or thereunder, (iv) take any action, or commence any legal proceeding seeking, to prevent or enjoin the Collateral Agent shall not be liable with respect from taking any action (including the enforcement of any provisions of this Agreement or any other Loan Group Document against any Loan Group Party, the exercise of any remedy hereunder or thereunder, the release of any other Loan Group Document, the release of any Collateral or guarantees, the consent to any action taken amendment or omitted by it modification of this Agreement or any other Loan Group Document or the grant of any waiver hereunder or thereunder), or refraining from taking any such action, in accordance with this Agreement or any Loan Group Document, as the direction case may be, or (v) otherwise take any action, or commence any legal proceeding seeking to delay, hinder or otherwise impair the Collateral Agent in taking any such action in accordance with this Agreement or any other Loan Group Document. By acceptance of the Applicable Authorized Representative pursuant benefits under this Agreement and the other Loan Group Documents, the holders of obligations secured hereby (other than the administrative agents under the Credit Agreements, the Loan Group Issuing Banks and the Loan Group Lenders in their capacities as such), as secured parties hereunder, will be deemed to Section 3(h)have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Loan Group Lenders and the Loan Group Parties to permit such persons to be secured parties under this Agreement and under the other Loan Group Documents to the extent provided herein and therein, and are being relied upon by the Loan Group Lenders and the Loan Group Parties as consideration therefor.
(iib) Except Beyond its duties as to the custody thereof as expressly provided herein otherwise expressly providedor in any other Loan Group Document and to account to the Secured Parties, the Cyprus Amax Noteholders and the Loan Group Parties for moneys and other property received by it hereunder or under any other Loan Group Document, the Collateral Agent shall not be under have any obligation duty to take the Loan Group Parties, to the Secured Parties or to the Cyprus Amax Noteholders as to any action that is discretionary with the Collateral Agent under the provisions hereof in its (or its agents’ or nominees’) possession or control, or any Security Document except upon the written request of the Applicable Authorized Representative pursuant to Section 3(h). The Collateral Agent shall make available for inspection and copying by the Senior Indenture Trustee and each Additional Authorized Representative, each certificate income thereon or other paper furnished as to the Collateral Agent by the Company under or in respect preservation of this Agreement, any Security Document rights against prior parties or any of the Trust Estateother rights pertaining thereto.
(iii) Whenever reference is made in this Agreement to any action by, consent, designation, specification, requirement of approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Phelps Dodge Corp)
Limitations on Duties of Collateral Agent. (ia) The Collateral Agent shall be obliged obligated to perform such duties and only such duties as are specifically set forth in this Agreement or in any and the Security DocumentDocuments, and no implied covenants or obligations shall be read into this Agreement or any Security Document against the Collateral Agent Agent. By acceptance of the benefits under this Agreement and the Security Documents, the holders of External Sharing Debt shall be deemed to have agreed that they shall not be entitled to, and shall not, (i) direct the actions of the Collateral Agent shall not be liable with respect hereunder or under any Security Document (except as provided in the last sentence of Section 5.4(b)), (ii) except as set forth in Section 6.3, have the right to consent to any amendment, supplement, waiver or other modification to this Agreement or any Security Document or to any release of Collateral or Guarantees, (iii) take any action, or commence any legal proceeding seeking, to require, compel or cause the Collateral Agent to enforce any of the provisions of this Agreement or any Security Document against any Grantor or to exercise any remedy hereunder or thereunder, (iv) take any action, or commence any legal proceeding seeking, to prevent or enjoin the Collateral Agent from taking any action taken (including, without limitation, the enforcement of any provisions of this Agreement or omitted by it any Security Document against any Grantor, the exercise of any remedy hereunder or thereunder, the release of any Security Document, the release of any Collateral or Guarantees, the consent to any amendment or modification of this Agreement or any Security Document or the grant of any waiver hereunder or thereunder), or refraining from taking any such action, in accordance with this Agreement or any Security Document, as the direction case may be, or (v) otherwise take any action, or commence any legal proceeding seeking, to delay, hinder or otherwise impair the Collateral Agent in taking any such action in accordance with this Agreement or any Security Document. By acceptance of the Applicable Authorized Representative pursuant benefits under this Agreement and the Security Documents, the holders of External Sharing Debt, as Secured Parties, will be deemed to Section 3(h)have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Banks and the Grantors to permit such Persons to be Secured Parties under this Agreement and under the Security Documents and are being relied upon by the Banks and the Grantors as consideration therefor.
(iib) Except as herein otherwise expressly provided, the Collateral Agent shall not be under any obligation to take any action that which is discretionary with the Collateral Agent under the provisions hereof or of any Security Document except upon the written request of the Applicable Authorized Representative pursuant to Section 3(h)Document. The Collateral Agent shall make available for inspection and copying by the Senior Indenture Trustee and each Additional Authorized Representative, Administrative Agent each certificate or other paper furnished to the Collateral Agent by any of the Company Grantors under or in respect of this Agreement, any Security Document Agreement or any of the Trust EstateCollateral. The Collateral Agent shall in all cases be fully protected in acting or refraining from acting, and (except to the extent that the same would, in the Collateral Agent’s reasonable opinion, involve a risk of its violating any rule or regulation or expose it to any liability) shall act or refrain from acting, in accordance with written instructions signed by the Administrative Agent and any such instruction and any action or inaction pursuant thereto shall be binding on all the Secured Parties.
(iiic) Whenever reference is made in No provision of this Agreement or of any Security Document shall be deemed to impose any action byduty or obligation on the Collateral Agent to perform any act or acts or exercise any right, consentpower, designationduty or obligation conferred or imposed on it, specification, requirement of approval of, notice, request or other communication fromin any jurisdiction in which it shall be illegal, or other direction given in which the Collateral Agent shall be unqualified or action incompetent, to be undertaken perform any such act or acts or to be (exercise any such right, power, duty or not to be) suffered obligation or omitted if such performance or exercise would constitute doing business by the Collateral Agent in such jurisdiction or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases impose a tax on the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking by reason thereof or to risk its own funds or otherwise undertaking and exercising incur any financial liability in the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit performance of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party heretoduties hereunder.
Appears in 1 contract
Samples: Collateral Sharing Agreement (Lucent Technologies Inc)
Limitations on Duties of Collateral Agent. (ia) The Collateral Agent shall be obliged obligated to perform such duties and only such duties as are specifically set forth in this Agreement or in any and the other Security DocumentDocuments. Without limiting the generality of the foregoing, and no implied covenants or obligations shall be read into this Agreement or any Security Document against the Collateral Agent (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default under the Revolving Credit Agreement or an Event of Default has occurred and is continuing, and (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Loan Document that the Collateral Agent shall not be liable with respect is instructed in writing to any action taken or omitted by it exercise in accordance with the direction First Lien Intercreditor Agreement..
(b) Without limiting the generality of the Applicable Authorized Representative pursuant to Section 3(h).
(ii) Except as herein otherwise expressly providedforegoing, the Collateral Agent shall not be under any obligation to take any action that is discretionary with the Collateral Agent under the provisions hereof or any Security Document except upon the written request of the Applicable Authorized Representative pursuant to Section 3(h). The Collateral Agent shall make available for inspection and copying copying, upon request, by the Senior Indenture Trustee and each Additional Authorized RepresentativeAdministrative Agent or the Trustee, each certificate or other paper furnished to the Collateral Agent by any of the Company Loan Parties under or in respect of this Agreement, any Security Document Agreement or any of the Trust EstateCollateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations (but the Collateral Agent shall not have any duty to notify any Person of any such certificate or paper except as expressly provided in any applicable Loan Document).
(iiic) Whenever reference is made Beyond its duties as to the custody thereof expressly provided herein or in this Agreement any other Security Document and to account to the Secured Parties and the Loan Parties for moneys and other property received by it hereunder or under any action byother Security Document, consent, designation, specification, requirement of approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent shall not have any duty to the Loan Parties or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto Parties as to any defense, claim Collateral in its possession or counterclaimcontrol of any of its agents or nominees, or confer any income thereon or as to the preservation of rights against prior parties or benefits on any party heretoother rights pertaining thereto.
Appears in 1 contract
Samples: Collateral Agreement (American Axle & Manufacturing Holdings Inc)
Limitations on Duties of Collateral Agent. (ia) The Collateral Agent shall be obliged to perform such duties and only such duties as are specifically set forth in this Agreement or in any Security Collateral Document, and no implied covenants or obligations shall be read into this Agreement or any Security Collateral Document against the Collateral Agent and the Collateral Agent shall not be liable with respect to any action taken or omitted by it in accordance with the direction of the Applicable Authorized Representative Majority Holders pursuant to Section 3(h)3.08.
(iib) Except as herein otherwise expressly provided, the Collateral Agent shall not be under any obligation to take any action that is discretionary with the Collateral Agent under the provisions hereof or any Security Collateral Document except upon the written request of the Applicable Authorized Representative Majority Holders pursuant to Section 3(h)3.08. The Collateral Agent shall make available for inspection and copying by the Senior Indenture Trustee and each Additional Authorized New Representative, each certificate or other paper furnished to the Collateral Agent by the Company under or in respect of this Agreement, any Security Collateral Document or any of the Trust Estate.
(iiic) Whenever reference is made in this Agreement to any action by, consent, designation, specification, requirement of approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.
Appears in 1 contract
Limitations on Duties of Collateral Agent. (ia) The Unless a Notice of Acceleration is in effect, the Collateral Agent shall be obliged obligated to perform such duties and only such duties as are specifically set forth in this Collateral Agency Agreement or in any and the Security DocumentAgreement, and no implied covenants or obligations shall be read into this Collateral Agency Agreement or any the Security Document Agreement against the Collateral Agent Agent. If and so long as a Notice of Acceleration is in effect, the Collateral Agent shall, subject to the provisions of subsection 2.5(b), exercise the rights and powers vested in it by this Collateral Agency Agreement and the Security Documents, and shall not be liable with respect to any action taken by it, or omitted to be taken by it in accordance with the direction of the Applicable Authorized Representative pursuant to Section 3(h)Required Secured Parties.
(iib) Except as herein otherwise expressly provided, the Collateral Agent shall not be under any obligation to take any action that which is discretionary with the Collateral Agent under the provisions hereof or any of the Security Document Agreement except upon the written request of the Applicable Authorized Representative pursuant Required Secured Parties.
(c) No provision of this Collateral Agency Agreement or of the Security Agreement shall be deemed to Section 3(h). The impose any duty or obligation on the Collateral Agent to perform any act or acts or exercise any right, power, duty or obligation conferred or imposed on it, in any jurisdiction in which it shall be illegal, or in which the Collateral Agent shall make available for inspection and copying be unqualified or incompetent, to perform any such act or acts or to exercise any such right, power, duty or obligation or if such performance or exercise would constitute doing business by the Senior Indenture Trustee and each Additional Authorized Representative, each certificate Collateral Agent in such jurisdiction or other paper furnished to imposes a tax on the Collateral Agent by the Company under or in respect of this Agreement, any Security Document or any of the Trust Estatereason thereof.
(iii) Whenever reference is made in this Agreement to any action by, consent, designation, specification, requirement of approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto to any defense, claim or counterclaim, or confer any rights or benefits on any party hereto.
Appears in 1 contract
Samples: Collateral Agency Agreement (Cogen Technologies Inc)
Limitations on Duties of Collateral Agent. (ia) The Collateral Agent shall be obliged obligated to perform such duties and only such duties as are specifically set forth in this Agreement or in any and the other Security DocumentDocuments. Without limiting the generality of the foregoing, and no implied covenants or obligations shall be read into this Agreement or any Security Document against the Collateral Agent (a) shall not be subject to any fiduciary or other implied duties, regardless of whether a Default under either Credit Agreement has occurred and is continuing, and (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by any other Loan Document that the Collateral Agent shall not be liable with respect is instructed in writing to any action taken exercise by both the Revolving Required Lenders (or omitted by it in accordance with the direction such number of Revolving Lenders or percentage of the Applicable Authorized Representative pursuant to Revolving Lenders as shall be necessary under the circumstances as provided in Section 3(h9.02 of the Revolving Credit Agreement) and the Term Loan Required Lenders (or such number of Term Loan Lenders or percentage of the Term Loan Lenders as shall be necessary under the circumstances as provided in Section 9.02 of the Term Loan Agreement).
(iib) Except as herein otherwise expressly providedWithout limiting the generality of the foregoing, the Collateral Agent shall not be under any obligation to take any action that is discretionary with the Collateral Agent under the provisions hereof or any Security Document except upon the written request of the Applicable Authorized Representative pursuant to Section 3(h). The Collateral Agent shall make available for inspection and copying copying, upon request, by the Senior Indenture Trustee and each Additional Authorized RepresentativeAdministrative Agents, each certificate or other paper furnished to the Collateral Agent by any of the Company Loan Parties under or in respect of this Agreement, any Security Document Agreement or any of the Trust EstateCollateral, which for such purposes shall include any assets of any Loan Party upon which a Lien is granted pursuant to any other Security Document to secure any Secured Obligations (but the Collateral Agent shall not have any duty to notify any Person of any such certificate or paper except as expressly provided in any applicable Loan Document).
(iiic) Whenever reference is made Beyond its duties as to the custody thereof expressly provided herein or in this Agreement any other Security Document and to account to the Secured Parties and the Loan Parties for moneys and other property received by it hereunder or under any action byother Security Document, consent, designation, specification, requirement of approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent shall not have any duty to the Loan Parties or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction or other exercise of discretion, rights or remedies to be made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall, except as otherwise expressly provided in this Agreement, be acting, giving, withholding, suffering, omitting, taking or otherwise undertaking and exercising the same (or shall not be undertaking and exercising the same) as directed by the Secured Parties. This provision is intended solely for the benefit of the Collateral Agent and its successors and permitted assigns and is not intended to and will not entitle the other parties hereto Parties as to any defense, claim Collateral in its possession or counterclaimcontrol of any of its agents or nominees, or confer any income thereon or as to the preservation of rights against prior parties or benefits on any party heretoother rights pertaining thereto.
Appears in 1 contract
Samples: Collateral Agreement (American Axle & Manufacturing Holdings Inc)
