Obligations and Powers of Collateral Agent Sample Clauses

Obligations and Powers of Collateral Agent. SECTION 3.1 Appointment and Undertaking of the Collateral Agent.
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Obligations and Powers of Collateral Agent. Section 3.1 Appointment and Undertaking of the Collateral Agent 23 Section 3.2 Release or Subordination of Liens 24 Section 3.3 Enforcement of Liens 24 Section 3.4 Application of Proceeds 28 Section 3.5 Powers of the Collateral Agent 30 Section 3.6 Documents and Communications 31 Section 3.7 For Sole and Exclusive Benefit of Holders of Priority Lien Obligations 31 Section 3.8 Additional Priority Lien Debt 31 Section 3.9 Gratuitous Bailment for Perfection of Certain Security Interests 33 ARTICLE 4 OBLIGATIONS ENFORCEABLE BY THE COMPANY AND THE OTHER GRANTORS Section 4.1 Release of Liens on Collateral 34 Section 4.2 Delivery of Copies to Priority Lien Representatives 35 Section 4.3 Collateral Agent not Required to Serve, File or Record 35 Section 4.4 Release of Liens in Respect of First-Out or Term B Obligations 36 ARTICLE 5 IMMUNITIES OF THE COLLATERAL AGENT
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Obligations and Powers of Collateral Agent. Intercreditor Provisions 9 3.1 Undertaking of the Collateral Agent 9 3.2 [Reserved] 10 3.3 Enforcement of Liens 10 3.4 Application of Proceeds 11 3.5 Powers of the Collateral Agent 13 3.6 Documents and Communications 13 3.7 For Sole and Exclusive Benefit of Holders of Secured Obligations 13 3.8 Second Lien Debt 13 3.9 Impairment 16 3.10 Insolvency or Liquidation Proceedings 17 3.11 Rights as Unsecured Creditors 18 SECTION 4. Release of Liens, Agreements, Etc. 18 4.2 Agreements of the Collateral Agent and the Company 20 SECTION 5. Rights and Protections of the Collateral Agent 21 5.1 No Implied Duty 21 5.2 Appointment of Agents and Advisors 21 5.3 Other Agreements 21 5.4 Solicitation of Instructions 21 5.5 Limitation of Liability 22 5.6 Documents in Satisfactory Form 22 5.7 Entitled to Rely 22 5.8 Triggering Event 23 5.9 Actions by Collateral Agent 23 5.10 Security or Indemnity in favor of the Collateral Agent 23 5.11 Conflicts; Bona Fide Disputes 23 5.12 Limitations on Duty of Collateral Agent in Respect of Collateral 24 5.13 Assumption of Rights, Not Assumption of Duties 25 5.14 No Liability for Clean Up of Hazardous Materials 25 5.15 Request For Accounting 25 5.16 Limitation on Obligations 25 (i) Table of Contents (continued) Page 5.17 Perfection of Collateral 26 5.18 Entitled to Protections 26 5.19 Obligation to Act 26 5.20 Force Majeure 26 5.21 USA PATRIOT Act 27 5.22 Credit Decisions 27 5.23 Collateral Agent in Individual Capacity 27 5.24 Concerning the Collateral and the Other Security Documents and Intercreditor Agreements 28 SECTION 6. Removal or Resignation of the Collateral Agent 28 6.1 Removal or Resignation of Collateral Agent 28 6.2 Appointment of Successor Collateral Agent 28 6.3 Succession 28 6.4 Merger, Conversion or Consolidation of Collateral Agent 29 SECTION 7. Miscellaneous Provisions 29 7.1 Amendment 29 7.2 Successors and Assigns 30 7.3 Delay and Waiver 31 7.4 Notices 31 7.5 Notice Following Discharge of Secured Obligations 32 7.6 Entire Agreement 32 7.7 Payment of Expenses and Taxes: Indemnification 32 7.8 Reserved 33 7.9 Severability 33 7.10 Headings 33 7.11 Obligations Secured 33 7.12 Governing Law 34 7.13 Consent to Jurisdiction; Waivers 34 7.14 Waiver of Jury Trial 34 7.15 Counterparts 34 7.16 Effectiveness 34 7.17 Additional Grantors; Additional Secured Representatives 35 7.18 Continuing Nature of this Agreement 35 7.19 Insolvency 35 7.20 Rights and Immunities of Secured Representatives 35 EXHIBIT Exhibit A — Form of Joinder Agre...
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Obligations and Powers of Collateral Agent. SECTION 2.1. Undertaking of the Collateral Agent...........................3 SECTION 2.2. Documents and Communications..................................4 SECTION 2.3. Release or Subordination of Liens.............................5 SECTION 2.4. Actionable Default............................................5 SECTION 2.5. Equal and Ratable Sharing.....................................5 SECTION 2.6. Application of Proceeds.......................................5 SECTION 2.7. Credit Bid Rights.............................................6 SECTION 2.8. Powers of the Collateral Agent................................7 SECTION 2.9. For Sole Benefit of Holders of Secured Obligations, Equally and Ratably...........................................8
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Obligations and Powers of Collateral Agent. 46 SECTION 3.1 Undertaking of the Collateral Agent........................................... 46 SECTION 3.2 Release or Subordination of Liens............................................. 48 SECTION 3.3
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Obligations and Powers of Collateral Agent 
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Related to Obligations and Powers of Collateral Agent

  • Limitation on Duty of Collateral Agent in Respect of Collateral (a) Beyond the safekeeping of the Collateral Obligation Files in accordance with Article XVIII, neither the Collateral Agent nor the Collateral Custodian shall have any 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 preservation of rights against prior parties or any other rights pertaining thereto and neither the Collateral Agent nor the Collateral Custodian shall be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. Neither the Collateral Agent nor the Collateral Custodian shall be liable or responsible for any misconduct, negligence or loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent, attorney or bailee selected by the Collateral Agent or the Collateral Custodian in good faith and with due care hereunder.

  • Rights of Collateral Agent (a) The Collateral Agent may execute and effect any of its duties under the Security Documents by or through agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties.

  • Duties of Collateral Agent Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees to make such demands and give such notices under the Collateral Documents as may be requested by, and to take such action to enforce the Collateral Documents and to foreclose upon, collect and dispose of the Collateral or of the Collateral Documents as may be directed by, the Required Creditors; provided, however, that the Collateral Agent shall not be required to take any action that is contrary to law or the terms of the Collateral Documents or this Agreement. Once a direction to take any action has been given by the Required Creditors to the Collateral Agent, and subject to any other directions which may be given from time to time by the Required Creditors, decisions regarding the manner in which any such action is to be implemented and conducted (with the exception of any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice) shall be made by the Collateral Agent, with the assistance and upon the advice of its counsel. Notwithstanding the provisions of the preceding sentence, any decision to settle, compromise or dismiss any legal proceeding, with or without prejudice, which implements, approves or results in or has the effect of causing any release, change or occurrence, where such release, change or occurrence otherwise would require unanimous approval of all of the Qualified Creditors pursuant to the terms of this Agreement, also shall require the unanimous approval of all of the Qualified Creditors.

  • Duty of Collateral Agent The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Security Collateral in its possession, under Section 9-207 of the Code or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. None of the Collateral Agent or any other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Security Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Security Collateral upon the request of any Granting Party or any other Person or, except as otherwise provided herein, to take any other action whatsoever with regard to the Security Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured Parties’ interests in the Security Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and to the maximum extent permitted by applicable law, neither they nor any of their officers, directors, employees or agents shall be responsible to any Granting Party for any act or failure to act hereunder, except as otherwise provided herein or for their own gross negligence or willful misconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision).

  • Authority of Collateral Agent Each Grantor acknowledges that the rights and responsibilities of the Collateral Agent under this Agreement with respect to any action taken by the Collateral Agent or the exercise or non-exercise by the Collateral Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Collateral Agent and the other Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Collateral Agent and the Grantors, the Collateral Agent shall be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority.

  • Liability of Collateral Agent Except as otherwise provided herein, no Collateral Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by Borrower or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by Collateral Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of Borrower or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Collateral Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of Borrower or any Affiliate thereof.

  • Locations of Collateral (a) Properties Owned by the Grantor:

  • Appointment of Collateral Agent Each Secured Party hereby irrevocably designates JPMorgan Chase Bank, N.A. as Collateral Agent under this Agreement and the other Loan Documents. The Secured Parties each hereby (i) irrevocably authorizes the Collateral Agent (x) to enter into the Loan Documents to which it is a party, and (y) at its discretion, to take or refrain from taking such actions as agent on its behalf and to exercise or refrain from exercising such powers under the Loan Documents as are delegated by the terms hereof or thereof, as appropriate, together with all powers reasonably incidental or related thereto, and (ii) agrees and consents to all of the provisions of the Security Documents. All Collateral shall be held or administered by the Collateral Agent (or its duly-appointed agent) for its own benefit and for the ratable benefit of the other Credit Parties. Any proceeds received by the Collateral Agent from the foreclosure, sale, lease or other disposition of any of the Collateral and any other proceeds received pursuant to the terms of the Security Documents or the other Loan Documents shall be paid over to the Administrative Agent for application as provided in this Agreement and the other Loan Documents. The Collateral Agent shall have no duties or responsibilities except as set forth in this Agreement and the other Loan Documents, nor shall it have any fiduciary relationship with any other Secured Party, and no implied covenants, responsibilities, duties, obligations, or liabilities shall be read into the Loan Documents or otherwise exist against the Collateral Agent.

  • Indemnification of Collateral Agent Financial Security hereby indemnifies and holds the Collateral Agent harmless from and against any and all judgments, claims, defenses, charges, losses, liabilities, costs or expenses that the Collateral Agent may incur or that may be claimed against the Collateral Agent by any Person by reason of any action taken, or any failure to act, in connection with the duties and responsibilities of the Collateral Agent under the terms of this Agreement; provided, however, that Financial Security shall not be required to indemnify the Collateral Agent pursuant to this Section for any judgments, claims, defenses, charges, losses, liabilities, costs or expenses to the extent caused by such Collateral Agent's willful misconduct or gross negligence in any action taken, or any failure to act, in connection with the duties and responsibilities of the Collateral Agent under the terms of this Agreement. The Collateral Agent shall have the right to retain counsel in any action for which indemnification from Financial Security is provided herein, and the reasonable fees and expenses of such counsel shall constitute costs and expenses of such Collateral Agent for which indemnification from Financial Security is provided herein. The Collateral Agent shall be entitled to submit a written request, with supporting documentation, for any amounts expended by it for which indemnification is provided herein, as such amounts are expended or on a periodic basis, as the Collateral Agent shall choose, and Financial Security shall reimburse to the Collateral Agent the amount specified in each such written request promptly. The indemnity agreements contained in this Section shall remain operative and in full force and effect regardless of the termination of this Agreement.

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