Powers of the Collateral Agent. (a) The Collateral Agent is irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies under the Security Documents and applicable law and in equity and to act as set forth in this Article 3 or, subject to the other provisions of this Agreement, as requested in any lawful directions given to it from time to time in respect of any matter by an Act of Required Secured Parties.
(b) No Secured Debt Representative or Secured Party (other than the Collateral Agent) will have any liability whatsoever for any act or omission of the Collateral Agent.
Powers of the Collateral Agent. (a) The Collateral Agent is irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies under the Credit Agreement Security Documents and applicable law and in equity and to act as set forth in this Article 3 or as requested in any lawful directions given to it from time to time in respect of any matter by an Act of Specified Lenders.
(b) No Credit Agreement Representative or holder of Pari Passu Guaranteed Obligations will have any liability whatsoever for any act or omission of the Collateral Agent.
Powers of the Collateral Agent. (a) The Collateral Agent is irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies under the Collateral Documents and applicable law and in equity and to act as set forth in this Article 3 or as requested in any lawful directions given to it from time to time in respect of any matter by an Act of Instructing Debtholders.
(b) No Secured Debt Representative, Secured Debtholder or other holder of Secured Obligations will have any liability whatsoever for any act or omission of the Collateral Agent, subject to Section 9.12.
Powers of the Collateral Agent. The Lenders hereby appoint the Collateral Agent (and the Collateral Agent hereby accepts such appointment) to take any action upon the occurrence of a default (as defined in the Notes or the Security Agreement) (an “Event of Default”) that is not cured, including, without limitation, the application of any cash collateral received by the Collateral Agent to the payment of the Obligations and the exercise of any remedies given to the Collateral Agent pursuant to the Security Agreement that the Collateral Agent deems necessary or proper for the administration of the Collateral pursuant to the Security Agreement. Upon disposition of the Collateral in accordance with the Security Agreement, the Collateral Agent shall promptly distribute any cash or Collateral in accordance with Section 6.4 of the Security Agreement.
Powers of the Collateral Agent. (a) The Collateral Agent is irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies under the Security Documents and applicable law and in equity and to act as set forth in this Article 3 or as requested in any lawful directions given to it from time to time in respect of any matter by an Act of Required Debtholders.
(b) Without limiting the provisions of Section 6.2, the Collateral Agent may act through agents and Affiliates to the extent necessary to perform its obligations hereunder; provided, that if the Collateral Agent elects to act through an agent or Affiliate of the Collateral Agent, such agent or Affiliate shall have agreed in writing to act in accordance with the standards and obligations applicable to the Collateral Agent under this Agreement.
(c) No Secured Debt Representative, Secured Debtholder or other holder of Secured Obligations will have any liability whatsoever for any act or omission of the Collateral Agent.
Powers of the Collateral Agent. (a) The Collateral Agent is irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies under the Pari Passu Security Documents and applicable law and in equity and to act as set forth in this Article 3 or as requested in any lawful directions given to it from time to time in respect of any matter by an Act of Required Pari Passu Debtholders.
(b) No Pari Passu Debt Representative or holder of Pari Passu Debt Obligations will have any liability whatsoever for any act or omission of the Collateral Agent.
Powers of the Collateral Agent. (a) The Collateral Agent is irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies, in each case pursuant to the Security Documents and applicable law and to act as set forth in this Article 2 or as requested in any lawful directions given to it from time to time in respect of any matter by Act of the Secured Debtholders.
(b) Subject to Article 4, the Collateral Agent shall take direction only pursuant to (i) an Act of the Secured Debtholders or (ii) the Administrative Agent and the Trustee as required or permitted by the Term Loan Agreement and the Indenture.
(c) No direction given to the Collateral Agent (whether given by Act of the Secured Debtholders or by the Administrative Agent or Trustee or otherwise by any Person) which imposes, or purports to impose, upon the Collateral Agent any obligation not set forth in or arising under this Agreement or any other Security Document accepted by the Collateral Agent shall be binding upon the Collateral Agent unless the Collateral Agent elects, at its sole option, to accept direction (i) pursuant to an Act of the Secured Debtholders or (ii) from the Administrative Agent and the Trustee as required or permitted by the Term Loan Agreement and the Indenture.
(d) No Act of the Secured Debtholders shall be effective to impose any obligation or liability upon any Secured Debtholder, the Administrative Agent or the Trustee, unless it is a signatory party thereto.
(e) The Administrative Agent and the Trustee are party to this Agreement solely to confirm their consent to the undertaking of the Collateral Agent set forth in Section 2.1(a) and their acceptance of the rights granted to them by this Agreement. Neither the Administrative Agent nor the Trustee nor any Secured Debtholder nor any other holder of Secured Obligations shall have (i) any obligation under this Agreement or under any Act of the Secured Debtholders to which it is not a signatory party; (ii) any responsibility or duty whatsoever in respect of the Collateral or the Security Documents or any other interest, right, power or remedy granted to or enforceable by the Collateral Agent, it being understood and agreed by the Collateral Agent and by the Company and the Guarantors that only the Collateral Agent shall be bound by, or liable for breach of, the obligations of the Collateral Agent set forth in or arising under the Security Documents, including a...
Powers of the Collateral Agent. (a) The Collateral Agent is irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies under the Security Documents (including in connection with any Enforcement Action and in any Insolvency or Liquidation Proceeding) and applicable law and in equity and to act as set forth in this Article 3 or, subject to the other provisions of this Agreement, as requested in any lawful written directions given to it from time to time in respect of any matter by the Controlling Representative.
(b) No Representative or holder of First Lien Obligations (other than the Collateral Agent) will have any liability whatsoever for any act or omission of the Collateral Agent, and the Collateral Agent will have no liability whatsoever for any act or omission of any Representative or any holder of First Lien Obligations.
Powers of the Collateral Agent. (a) The Collateral Agent is irrevocably authorized and empowered to enter into and perform its obligations and protect, perfect, exercise and enforce its interest, rights, powers and remedies under the Security Instruments (including in connection with any Enforcement Action and in any Insolvency or Liquidation Proceeding) and applicable law and in equity and to act as set forth in this Article 3 or, subject to the other provisions of this Agreement, as requested in any lawful directions given to it from time to time in respect of any matter by the Controlling Priority Lien Representative.
(b) No Priority Lien Representative or holder of Priority Lien Obligations (other than the Collateral Agent) will have any liability whatsoever for any act or omission of the Collateral Agent, and the Collateral Agent will have no liability whatsoever for any act or omission of any Priority Lien Representative or any holder of Priority Lien Obligations.
Powers of the Collateral Agent. In addition to powers and rights provided for elsewhere in the Agreement, the Agent shall have the exclusive power and right to take any action with respect to the Collateral and/or to determine whether to enforce this Agreement and the rights of the Secured Parties under this Agreement. By its signature to this Agreement, each Secured Party agrees that its rights to enforce this Agreement and the Obligations under the Notes are delegated to the Agent. Each Secured Party hereby designates and appoints Agent as its sole and exclusive agent to act on behalf of all Secured Parties, subject to the terms of this Agreement, with respect to (a) enforcing the Secured Parties rights and remedies, and each Debtor’s Obligations, under the Notes and with respect to the Obligations and (b) dealing with, and securing and enforcing the Secured Parties’ rights and remedies and the Debtors’ Obligations with respect to, the Collateral (including, without limitation, waiving any Event of Defaults, foreclosing and realizing on all or any portion of the Collateral in case of an Event of Default, releasing all or any portion of the Collateral, and filing and refiling any financing statements, continuation statements or other documents under the applicable UCC or otherwise with respect to the Collateral).
