Rights of the Collateral Agent. (i) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated to communicate with or deal in any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent may conclusively rely on any statement by the Trustee or the applicable Additional Pari Passu Agent as to such matter. (ii) The Collateral Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care. (iii) The Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Agreement or any other Security Document. Whenever in the administration of this Agreement or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate. (iv) Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate. (v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. (vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document. (viii) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded (ix) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a duty.
Appears in 4 contracts
Samples: Security Agreement (Tops Holding Ii Corp), Security Agreement (Tops Markets Ii Corp), Security Agreement (Tops Holding Corp)
Rights of the Collateral Agent. (i) The Collateral Agent may conclusively rely Upon the occurrence and shall be fully protected in acting or refraining from acting on continuance of any document believed by it to be genuine and to have been signed or presented by Event of Default, the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall have the right
(a) to declare all of the Secured Obligations to be immediately due and payable, whereupon all such Secured Obligations shall become immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Pledgor, anything contained herein to the contrary notwithstanding;
(b) to exercise any one or more of the rights and remedies exercisable by the Collateral Agent under other provisions of this Agreement or exercisable by a secured party under the Uniform Commercial Code as in effect in New York (whether or not be obligated said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) or under any other applicable law;
(c) to communicate exercise, in the name of the Pledgor or in the name of the Collateral Agent, such rights and powers with respect to the Collateral as the Pledgor might exercise, including the right to demand, xxx, collect or deal receive any money or property at any time payable or receivable on account of or in exchange for any way with of the Collateral;
(d) whether or not the Collateral Agent or any Secured Party other than the Trustee and exercises any Additional Pari Passu Agent. In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of available right to declare any Secured Party Obligation due and payable or seek or pursue any other relief or remedy available to any amendment, waiver it under applicable law or other action under this Agreement, the Loan Agreement or any other Security Loan Document has been obtainedor other instrument or agreement relating to such Secured Obligation, (a) any and all Pledged Shares will be, at the option of the Collateral Agent, registered on the books of the relevant company in the name of the Collateral Agent may conclusively rely and (b) all dividends and other distributions on any statement by the Trustee or the applicable Additional Pari Passu Agent as Share Collateral shall be paid directly to such matter.
(ii) The Collateral Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.
(iii) The Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Agreement or any other Security Document. Whenever in the administration of this Agreement or any Security Document the Collateral Agent shall deem and retained by it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any behalf of the Secured Parties unless such Secured Parties shall have offered as part of the Share Collateral, subject to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence terms of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fitthis Agreement, and, if the Collateral Agent shall determine so request in writing, the Pledgor agrees to make execute and deliver to the Collateral Agent appropriate additional dividend, distribution and other orders and documents to that end, provided that if such further inquiry Event of Default is cured, any such dividend or investigationdistribution theretofore paid to the Collateral Agent shall, it upon request of the Pledgor (except to the extent theretofore applied to the Secured Obligations), be returned by the Collateral Agent to the Pledgor; and
(e) to sell, lease, assign or otherwise dispose of all or a part of the Collateral that shall then be entitled or shall thereafter come into the possession, custody or control of the Collateral Agent at such place or places that the Collateral Agent deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to examine during normal business hours and upon reasonable effect any such disposition or of the time or place thereof (except such notice the books, records and premises of any Grantor, personally as required below or by agent or attorney at the sole cost of the Grantorsapplicable statute and cannot be waived), and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(vii) The rights, privileges, protections and benefits given to the Collateral Agent, includingany Secured Party or anyone else may be the purchaser, without limitationlessee, its rights assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to be indemnifiedthe extent permitted by law, are extended toat any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Pledgor, any such demand, notice and shall be enforceable byright or equity being hereby expressly waived and released. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Collateral Agent in each will give the Pledgor at least five (5) days' prior written notice of its capacities hereunderthe time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii) which notice shall constitute reasonable notice. The Collateral Agent may request that may, without notice or publication, adjourn any public or private sale or cause the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such same to be adjourned from time to take specified actions pursuant to this Agreement or any other Security Documenttime by announcement at the time and place fixed for the sale, which Officers’ Certificate and such sale may be signed made at any time or place to which the sale may be so adjourned. The Pledgor recognizes that, by any person authorized to sign an Officers’ Certificatereason of certain prohibitions contained in the Securities Act of 1933, including any person specified as so authorized in any such certificate previously delivered amended, and not superseded
(ix) The permissive right of applicable state securities laws, the Collateral Agent may be compelled, with respect to take or refrain from taking any actions enumerated in this Agreement sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other Security Document things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be at prices and on terms less favorable to the Collateral Agent than those obtainable through a public sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall not be construed as deemed to have been made in a dutycommercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer to register it for public sale.
Appears in 2 contracts
Samples: Pledge Agreement (Motient Corp), Pledge Agreement (Motient Corp)
Rights of the Collateral Agent. (ia) The Subject to the terms of this Agreement and the Series A Indenture which provides for the monthly application of all Miscellaneous Collateral Cashflow to effect Mandatory Amortization Payments on the Series A Notes until all Secured Obligations under the Series A Notes Indenture are paid in full, any additional cash Proceeds received by the Collateral Agent may conclusively rely and hereunder shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented held by the proper Person. The Collateral Agent need not investigate for the benefit of the Series A Note Holders in the Established Collateral Account. All Miscellaneous Collateral Cashflow and any fact additional cash Proceeds, while held by the Collateral Agent in the Established Collateral Account shall be held as collateral security for the Secured Obligations until applied in accordance with the terms of the respective Indentures, or matter stated as provided in any Section 8 hereof, in each case only to the extent such document. The provision or document is applicable.
(b) Subject to the terms of the respective Indentures, if an Event of Default shall be continuing: at the request of the Collateral Agent, the Interest Strip Certificates held by the Collateral Agent shall not be obligated to communicate with or deal registered in any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount name of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent or its nominee, and the Collateral Agent or its nominee may conclusively rely on any statement by the Trustee or the applicable Additional Pari Passu Agent as thereafter exercise all voting and other rights pertaining to such matter.
(ii) The Interest Strip Certificates, the Partnership Interests and the Mezzanine Notes as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Collateral Agent may act through its attorneys and agents shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; provided, however, that the misconduct Collateral Agent shall be liable and responsible for any act or omission constituting negligence of any attorney or agent appointed with due carewillful misconduct.
(iiic) The rights of the Collateral Agent hereunder shall not be conditioned or contingent upon the pursuit by the Collateral Agent of any right or remedy against any Person which may be or become liable in respect of all or any part of the Secured Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. Subject to the terms of the respective Indentures, the Collateral Agent shall not be liable for any action failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it takes be under any obligation to sell or omits to take in good faith that it believes to be authorized or within otherwise dispose of any Collateral upon the rights or powers conferred upon it by this Agreement request of CMI or any other Security Document. Whenever in Person or to take any other action whatsoever with regard to the administration of this Agreement Collateral or any Security Document part thereof; provided, however, that the Collateral Agent shall deem it desirable that a matter be proved liable and responsible for any act or established prior to taking, suffering omission constituting negligence or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificatewillful misconduct.
(iv) Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded
(ix) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a duty.
Appears in 1 contract
Samples: Security, Pledge and Collateral Assignment Agreement (Criimi Mae Inc)
Rights of the Collateral Agent. (a) If an Event of Default shall occur and be continuing, (i) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not have the right to receive and shall receive any and all cash distributions or dividends paid in respect of the Collateral and make application thereof to the Obligations in such order as it may determine, and (ii) to the extent permitted by applicable law, all shares or certificates of or evidencing the Interests and the Pledged Stock shall be obligated to communicate with or deal registered in any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount name of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent or its nominee, and (whether or not so registered) the Collateral Agent or its nominee may conclusively rely on thereafter exercise (A) all voting, corporate, member, manager and other rights pertaining to the Interests or the shares of the Pledged Stock, as the case may be, and (B) any statement and all rights of conversion, exchange, subscription and any other SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT rights, privileges or options pertaining to the Interests or such shares of the Pledged Stock, as the case may be, as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Interests or the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of any of the Subsidiaries, or upon the exercise by the Trustee Pledgor or the applicable Additional Pari Passu Collateral Agent as of any right, privilege or option pertaining to such matter.
(ii) The shares or certificates of or evidencing the Interests or the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Interests or the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Collateral Agent may act through its attorneys and agents shall have no duty to exercise any such right, privilege or option and shall not be responsible for the misconduct any failure to do so or negligence of any attorney or agent appointed with due caredelay in so doing.
(iiib) The rights of the Collateral Agent hereunder shall not be conditioned or contingent upon the pursuit by the Collateral Agent of any right or remedy against any Subsidiary, or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. The Collateral Agent shall not be liable for any action failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it takes be under any obligation to sell or omits to take in good faith that it believes to be authorized or within otherwise dispose of any Collateral upon the rights or powers conferred upon it by this Agreement request of the Pledgor or any other Security Document. Whenever in the administration of this Agreement Person or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided in this Agreement or take any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered action whatsoever with regard to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded
(ix) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a dutypart thereof.
Appears in 1 contract
Rights of the Collateral Agent. (a) If an Actionable Default shall occur and be continuing, (i) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated have the right to communicate with receive directly any and all dividends and other distributions of any kind or deal nature paid in any way with any Secured Party other than respect of the Trustee Pledged Stock and any Additional Pari Passu Agent. In determining (x) make application thereof to the amount of Secured Obligations outstanding under in the Indenture order specified in the Collateral Trust Agreement, and (ii) all shares of the Pledged Stock may be registered in the name of the Collateral Agent or any Permitted Additional Pari Passu Lien Agreement or (y) whether its nominee, and, subject to the consent terms of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtainedPledge Agreement, the Collateral Agent or its nominee may conclusively rely on thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any statement meeting of shareholders of the Company or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Company, or upon the exercise by the Trustee Pledgor or the applicable Additional Pari Passu Collateral Agent as of any right, privilege or option pertaining to such matter.
(ii) The shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it and except for its gross negligence or willful misconduct or failure to comply with the provisions of Section 11, but the Collateral Agent may act through its attorneys and agents shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing. The Pledgor hereby grants to the misconduct Collateral Agent an irrevocable proxy, exercisable upon the occurrence and continuation of an Actionable Default, to vote, or negligence to give a written consent with respect to, all of any attorney or agent appointed with due carethe Pledged Stock so as to effectuate the provisions of this Section 7(a).
(iiib) The rights of the Collateral Agent shall not be conditioned or contingent upon the pursuit by the Collateral Agent of any right or remedy against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. The Collateral Agent shall not be liable for any action it takes failure to demand, collect or omits realize upon all or any part of the Pledged Collateral or for any delay in doing so, nor shall the Collateral Agent be under any obligation to take in good faith that it believes to be authorized sell or within otherwise dispose of any Pledged Collateral upon the rights or powers conferred upon it by this Agreement request of the Pledgor or any other Security Document. Whenever in Person or to take any other action whatsoever with regard to the administration of this Agreement Pledged Collateral or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) part thereof. The Collateral Agent shall be under no obligation agrees to exercise release promptly to the Pledgor any dividends, cash, securities, instruments and other property paid, payable or otherwise distributed in respect of the rights or powers vested in Pledged Collateral which it by this Agreement or any other Security Document at may receive under Section 7(a) if, prior to the request or direction occurrence of an acceleration of any of the Secured Parties unless such Secured Parties Obligations, any Actionable Default shall have offered been waived or be no longer continuing.
(c) Notwithstanding anything to the contrary contained in this Agreement, (i) the Collateral Agent reasonable security will not take any action hereunder that would constitute or result in any transfer of control or assignment of the Pledgor or any Federal Communications Commission (“FCC”) licenses held or controlled by the Pledgor without obtaining all necessary FCC and indemnity reasonably satisfactory to other governmental authority approvals, and (ii) the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound foreclose on, sell, assign, transfer or otherwise dispose of, or exercise any right to make control any investigation into FCC licenses as provided herein or take any other action that would affect the facts or matters stated in any resolutionoperational, certificatevoting, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost control of the GrantorsPledgor, unless such action is taken in accordance with the provisions of the Communications Act of 1934, as from time to time amended, and shall incur no liability or additional liability the rules, regulations and published policies of any kind by reason of such inquiry or investigation.
(vii) The rights, privileges, protections the FCC and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded
(ix) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a dutygovernmental authority.
Appears in 1 contract
Samples: Pledge Agreement (ICO Global Communications (Holdings) LTD)
Rights of the Collateral Agent. (a) All money Proceeds received by the Collateral Agent hereunder may, at the Collateral Agent's discretion, be held by the Collateral Agent in a Collateral Account. All Proceeds while held by the Collateral Agent in a Collateral Account (or by the Pledgors in trust for the Collateral Agent) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 8(a).
(b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to a Pledgor: (i) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated have the right to communicate with receive any and all cash dividends or deal other cash distributions paid in any way with any Secured Party other than respect of the Trustee Pledged Collateral and any Additional Pari Passu Agent. In determining (x) make application thereof to the amount of Secured Obligations outstanding under in such order as it may determine, and (ii) at the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether request of the consent Collateral Agent, all shares of any Secured Party to any amendmentthe Pledged Stock, waiver or other action under this Agreement or any other Security Document has been obtained, all Pledged LLC Interests and all Pledged Partnership Interests shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may conclusively rely on thereafter exercise (A) all voting, corporate or other rights pertaining to such shares of the Pledged Stock at any statement meeting of shareholders of any of the Issuers or otherwise; (B) all members rights, powers and privileges with respect to the Pledged LLC Interests to the same extent as a member under the applicable Limited Liability Company Agreement; (C) all partnership rights, powers and privileges with respect to the Pledged Partnership Interests to the same extent as a partner under the applicable Partnership Agreement; and (D) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares or interests of the Pledged Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, company or partnership structure of any of the Issuers, or upon the exercise by the Trustee a Pledgor or the applicable Additional Pari Passu Collateral Agent as of any right, privilege or option pertaining to such matter.
(ii) The shares or interests of the Pledged Collateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Collateral Agent may act through its attorneys and agents shall have no duty to exercise any such right, privilege or option and shall not be responsible for the misconduct any failure to do so or negligence of any attorney or agent appointed with due caredelay in so doing.
(iiic) The rights of the Collateral Agent hereunder shall not be conditioned or contingent upon the pursuit by the Collateral Agent or any Agent or Lender of any right or remedy against any of the Issuers or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. The Collateral Agent shall not be liable for any action failure to demand, collect or realize upon all or any part of the Pledged Collateral or for any delay in doing so, nor shall it takes be under any obligation to sell or omits to take in good faith that it believes to be authorized or within otherwise dispose of any Pledged Collateral upon the rights or powers conferred upon it by this Agreement request of the Pledgors or any other Security Document. Whenever in Person or to take any other action whatsoever with regard to the administration Pledged Collateral or any part thereof.
(d) Each Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Collateral Agent, the Administrative Agent or any Lender upon this Pledge Agreement or acceptance of this Pledge Agreement or the Secured Obligations, and any Security Document of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Pledge Agreement; and all dealings between the Borrower and the Pledgors and/or any other Loan Party, on the one hand, and the Collateral Agent, the Administrative Agent and/or any Lender, on the other hand, likewise shall deem it desirable be conclusively presumed to have been had or consummated in reliance upon this Pledge Agreement. Each Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower, any Pledgor or any other Loan Party with respect to the Secured Obligations. Each Pledgor understands and agrees that this Pledge Agreement shall be construed as a matter continuing, absolute and unconditional security interest as collateral security for the payment and performance of the Secured Obligations without regard to (a) the validity, regularity or enforceability of the Credit Agreement, the Acquisition Notes or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be proved available to or established prior be asserted by the Borrower, the Pledgors or any other Loan Party against the Collateral Agent, the Administrative Agent or any Lender or (c) any other circumstance whatsoever (with or without notice to takingor knowledge of the Borrower, suffering the Pledgors or omitting any action hereunderother Loan Party) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower or any other Loan Party for the Secured Obligations, or of any Pledgor under this Pledge Agreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Pledged Collateral of any Pledgor, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent but shall be under no obligation to, pursue such rights and remedies as it may have against the Borrower, any other Loan Party or any other Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent (or the Administrative Agent or any Lender) to pursue such other rights or remedies or to collect any payments from the Borrower, any other Loan Party or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the rights or powers vested in it by this Agreement Borrower, any other Loan Party or any such other Security Document Person or any such collateral security, guarantee or right of offset, shall not release the Pledged Collateral of any Pledgor as security for the Secured Obligations, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Collateral Agent against the Pledged Collateral of any Pledgor. This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof, and shall inure to be benefit of the Collateral Agent and its successors, indorsees, transferees and assigns, until all of the Secured Obligations shall have been satisfied by payment in full and the Acquisition Loan Commitments shall have been terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower and the other Loan Parties may be free from any of the Secured Obligations.
(e) This Pledge Agreement shall continue to be effective, or be reinstated, as the case may be, if at the request any time payment, or direction any part thereof, of any of the Secured Parties unless such Secured Parties shall have offered to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might Obligations is rescinded or must otherwise be incurred restored or returned by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretionthe Administrative Agent or the Lenders upon the insolvency, may make such further inquiry bankruptcy, dissolution, liquidation or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost reorganization of the GrantorsBorrower, and shall incur no liability any other Loan Party or additional liability any Pledgor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Borrower, any kind by reason Loan Party or any Pledgor or any substantial part of their respective property, or otherwise, all as though such inquiry or investigationpayments had not been made.
(viif) The rightsNotwithstanding any modification, privilegesdischarge or extension of the Secured Obligations or any amendment, protections modification, stay or cure of the Collateral Agent's, the Administrative Agent's or any Lender's rights which may occur in any bankruptcy or reorganization case or proceeding against the Borrower or any other Loan Party, whether permanent or temporary, and benefits given whether or not assented to by the Collateral Agent, includingthe Administrative Agent or the Lenders, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii) The Collateral Agent may request Pledgor hereby agrees that the Issuers deliver an Officers’ Certificate setting forth Pledged Collateral of such Pledgor shall secure the names payment in full of individuals and/or titles the Secured Obligations in accordance with its terms (without regard to any such modification, discharge or extension of officers authorized at such time to take specified actions pursuant to this Agreement the Secured Obligations of the Borrower or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized Loan Party thereunder). Without in any such certificate previously delivered and not superseded
(ix) The permissive right way limiting the generality of the Collateral Agent to take or refrain from taking foregoing, any actions enumerated subsequent modification of the Secured Obligations in this Agreement any reorganization case concerning the Borrower or any other Security Document Loan Party (other than such Pledgor) shall not be construed as a dutyaffect the obligation of any Pledgor to pay and perform the Secured Obligations in accordance with the original terms thereof.
Appears in 1 contract
Samples: Pledge Agreement (Global Signal Inc)
Rights of the Collateral Agent. (ia) The Bank of New York shall act as Collateral Agent and, as Collateral Agent, shall be entitled to the protections, immunities and indemnities afforded the Trustee under Article Seven.
(b) The Collateral Agent may conclusively rely is authorized and empowered to appoint one or more co-Collateral Agents or sub-agents as it deems necessary or appropriate and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by no liability for the proper Person. The performance of such co-Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated to communicate with or deal in any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent may conclusively rely on any statement by the Trustee or the applicable Additional Pari Passu Agent sub-agent so long as to such matter.
(ii) The Collateral Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed it was selected with due care.
(iiic) The Neither the Trustee nor the Collateral Agent nor any of their respective officers, directors, employees, attorneys or agents shall not be liable responsible for the existence, genuineness, value or protection of any Collateral (except for the safe custody of any Collateral in their possession and the accounting for moneys actually received by them hereunder), for the legality, enforceability, effectiveness or sufficiency of the Security Documents, for the creation, perfection, priority, sufficiency or protection of any Second Priority Lien, or for any action it takes failure to demand, collect, foreclose or omits to take realize upon or otherwise enforce any of the Second Priority Liens or Security Documents or for any delay in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Agreement or any other Security Documentdoing so. Whenever in the administration of this Agreement or any Security Document The Trustee and the Collateral Agent shall deem it desirable that a matter be proved or established prior deemed to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, have exercised reasonable care in the absence custody and preservation of bad faith on its part, conclusively rely upon an Officers’ Certificateany Collateral in their possession if such Collateral is accorded treatment substantially equal to that which they accord their own property.
(iv) Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(vd) The Collateral Agent shall be under no obligation subject to exercise any of the rights or powers vested in such directions as may be given it by the Trustee from time to time as required or permitted by this Indenture and the Intercreditor Agreement. Except as directed by the Trustee and as required or permitted by this Indenture, the Intercreditor Agreement or any the other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered to Documents, the Collateral Agent reasonable security and indemnity reasonably satisfactory shall not be obligated:
(i) to act upon directions purported to be delivered to it by any other Person;
(ii) to foreclose upon or otherwise enforce any Second Priority Lien; or
(iii) to take any other action whatsoever with regard to any or all of the Collateral Agent against the costsSecond Priority Liens, expenses and liabilities that might be incurred by it in compliance with such request Security Documents or directionCollateral.
(vie) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters accountable only for amounts that it actually receives as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost a result of the Grantors, and shall incur no liability enforcement of the Second Priority Liens or additional liability of any kind by reason of such inquiry or investigationSecurity Documents.
(viif) The rights, privileges, protections and benefits given to the In acting as Collateral Agent or co-Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in and each co-Collateral Agent may rely upon and enforce each and all of its capacities hereunderthe rights, powers, immunities, indemnities and to each agent, custodian and other Persons employed to act hereunder or benefits of the Trustee under any Security DocumentArticle Seven.
(viiig) The Each successor Trustee shall become the successor Collateral Agent may request that as and when the Issuers deliver an Officers’ Certificate setting forth successor Trustee becomes the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded
(ix) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a dutyTrustee.
Appears in 1 contract
Samples: Indenture (Hexacomb CORP)
Rights of the Collateral Agent. (a) If an Event of Default shall occur and the Collateral Agent shall give notice of its intent to exercise such right to the Pledgor, (i) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated have the right to communicate with or deal receive any and all cash dividends paid in any way with any Secured Party other than respect of the Trustee Pledged Stock and any Additional Pari Passu Agent. In determining (x) make application thereof to the amount of Secured Obligations outstanding under in the Indenture or any Permitted Additional Pari Passu Lien order set forth in Section 7 of the Intercreditor Agreement or and (yii) whether all shares of the consent Pledged Stock shall be registered in the name of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent or its nominee, and the Collateral Agent or its nominee may conclusively rely on thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any statement meeting of shareholders of the applicable Issuer, and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or, or upon the exercise by the Trustee Pledgor or the applicable Additional Pari Passu Collateral Agent as of any right, privilege or option pertaining to such matter.
(ii) The shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Collateral Agent may act through its attorneys and agents shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for the misconduct any failure to do so or negligence of any attorney or agent appointed with due caredelay in so doing.
(iiib) The rights of the Collateral Agent and the Secured Parties hereunder shall not be conditioned or contingent upon the pursuit by the Collateral Agent or any Secured Party of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Collateral Agent nor any Secured Party shall be liable for any action it takes failure to demand, collect or omits realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Collateral Agent be under any obligation to take in good faith that it believes to be authorized sell or within otherwise dispose of any Collateral upon the rights or powers conferred upon it by this Agreement request of the Pledgor or any other Security Document. Whenever in the administration of this Agreement Person or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided in this Agreement or take any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered action whatsoever with regard to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded
(ix) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a duty.part thereof. 7
Appears in 1 contract
Samples: Pledge Agreement (WLR Foods Inc)
Rights of the Collateral Agent. (a) If an Event of Default shall ------------------------------ have occurred and be continuing and the Collateral Agent shall have given notice of its intent to exercise such rights to the Pledgor: (i) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated have the right to communicate with or deal in receive any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent all payments of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, character paid in respect of the Collateral and (ii) the Collateral Agent or its nominee may conclusively rely on thereafter exercise (A) all voting, corporate and other rights pertaining to the Collateral at any statement meeting of shareholders of the Company or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Company, or upon the exercise by the Trustee Pledgor or the applicable Additional Pari Passu Collateral Agent as of any right, privilege or option pertaining to such matter.
(ii) The shares of the Collateral, and in connection therewith, the right to deposit and deliver any and all of the Collateral with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Collateral Agent may act through its attorneys and agents shall have no duty to exercise any such right, privilege or option and shall not be responsible for the misconduct any failure to do so or negligence of any attorney or agent appointed with due caredelay in so doing.
(iiib) The Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Agreement or any other Security Document. Whenever in the administration of this Agreement or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded
(ix) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document hereunder shall not be construed as a dutyconditioned or contingent upon the pursuit by the Collateral Agent of any right or remedy against the Pledgor or the Company or against any other Person which may be or become liable in respect of all or any part of the Notes or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto.
Appears in 1 contract
Samples: Pledge Agreement (Mobile Telecommunication Technologies Corp)
Rights of the Collateral Agent. (a) If an Event of Default shall occur and the Collateral Agent shall give notice of its intent to exercise such right to the Pledgor, (i) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated have the right to communicate with or deal receive any and all cash dividends paid in any way with any Secured Party other than respect of the Trustee Pledged Stock and any Additional Pari Passu Agent. In determining (x) make application thereof to the amount of Secured Obligations outstanding under in the Indenture or any Permitted Additional Pari Passu Lien order set forth in Section 7 of the Intercreditor Agreement or and (yii) whether all shares of the consent Pledged Stock shall be registered in the name of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent or its nominee, and the Collateral Agent or its nominee may conclusively rely on thereafter exercise (A) all voting, corporate and other rights pertaining to such shares of the Pledged Stock at any statement meeting of shareholders of the applicable Issuer, and (B) any and all rights of conversion, exchange, 6 subscription and any other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock interests upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the applicable Issuer or, or upon the exercise by the Trustee Pledgor or the applicable Additional Pari Passu Collateral Agent as of any right, privilege or option pertaining to such matter.
(ii) The shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Collateral Agent may act through its attorneys and agents shall have no duty to the Pledgor to exercise any such right, privilege or option and shall not be responsible for the misconduct any failure to do so or negligence of any attorney or agent appointed with due caredelay in so doing.
(iiib) The rights of the Collateral Agent and the Secured Parties hereunder shall not be conditioned or contingent upon the pursuit by the Collateral Agent or any Secured Party of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Collateral Agent nor any Secured Party shall be liable for any action it takes failure to demand, collect or omits realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Collateral Agent be under any obligation to take in good faith that it believes to be authorized sell or within otherwise dispose of any Collateral upon the rights or powers conferred upon it by this Agreement request of the Pledgor or any other Security Document. Whenever in the administration of this Agreement Person or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided in this Agreement or take any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered action whatsoever with regard to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded
(ix) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a dutypart thereof.
Appears in 1 contract
Samples: Pledge Agreement (WLR Foods Inc)
Rights of the Collateral Agent. (a) If an Event of Default shall occur and be continuing, (i) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not have the right to receive and shall receive any and all cash distributions or dividends paid in respect of the Collateral and make application thereof to the Obligations in such order as it may determine, and (ii) to the extent permitted by applicable law, all shares or certificates of or evidencing the Interests and the Pledged Stock shall be obligated to communicate with or deal registered in any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount name of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent or its nominee, and (whether or not so registered) the Collateral Agent or its nominee may conclusively rely on thereafter exercise (A) all voting, corporate, member, manager and other rights pertaining to the Interests or the shares of the Pledged Stock, as the case may be, and (B) any statement and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Interests or such shares of the Pledged Stock, as the case may be, as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Interests or the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of any of the Subsidiaries, or upon the exercise by the Trustee Pledgor or the applicable Additional Pari Passu Collateral Agent as of any right, privilege or option pertaining to such matter.
(ii) The shares or certificates of or evidencing the Interests or the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Interests or the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Collateral Agent may act through its attorneys and agents shall have no duty to exercise any such right, privilege or option and shall not be responsible for the misconduct any failure to do so or negligence of any attorney or agent appointed with due caredelay in so doing.
(iiib) The rights of the Collateral Agent hereunder shall not be conditioned or contingent upon the pursuit by the Collateral Agent of any right or remedy against any Subsidiary, or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. The Collateral Agent shall not be liable for any action failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it takes be under any obligation to sell or omits to take in good faith that it believes to be authorized or within otherwise dispose of any Collateral upon the rights or powers conferred upon it by this Agreement request of the Pledgor or any other Security Document. Whenever in the administration of this Agreement Person or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided in this Agreement or take any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered action whatsoever with regard to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded
(ix) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a dutypart thereof.
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Samples: Senior Secured Acquisition Term Loan Credit Agreement (El Paso Energy Partners Lp)
Rights of the Collateral Agent. (i) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated to communicate with or deal in any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent may conclusively rely on any statement by the Trustee or the applicable Additional Pari Passu Agent as to such matter.
(ii) Before the Collateral Agent acts or refrains from acting, it may require an Officers’ Certificate. The Collateral Agent shall not be liable for any action it takes or omits to take in good faith in reliance on such Officers’ Certificate. The Collateral Agent may consult with counsel of the Collateral Agent’s own choosing (which may be counsel to the Grantors) and the Collateral Agent shall be fully protected from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance on the advice or opinion of such counsel or on any Opinion of Counsel.
(iii) The Collateral Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.
(iiiiv) The Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Agreement or any other Security Document. Whenever in the administration of this Agreement or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(ivv) Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(vvi) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vivii) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(viiviii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viiiix) The Collateral Agent may request that the Issuers Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
(ixx) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a duty.
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Rights of the Collateral Agent. (ia) The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Pledge and Security Agreement. The Collateral Agent shall not have by reason of this Agreement a fiduciary relationship in respect of Debtor or and Secured Party and nothing in this Agreement, expressed or implied, is intended to or shall be construed as to impose upon the Collateral Agent any obligations in respect of this Pledge and Security Agreement except as expressly set forth herein.
(b) The collateral Agent shall not be responsible to any Secured Party for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Pledge and Security Agreement, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Pledge and Security Agreement, or the existence of any Event of Default or any condition, event or act which, with notice or lapse of time or both, would constitute such and Event of Default. The Collateral Agent may conclusively rely resign on thirty days' written notice to each of the Secured Parties (a copy of which notice shall be provided to Debtor but shall not be a condition to resignation) and upon such resignation Secured Parties holding a majority of the outstanding principal amount of the Indebtedness (the "Required Secured Parties") will designate a successor Collateral Agent.
(c) If the Collateral Agent shall request instructions from the Secured Parties with respect to any act or action (including failure to act) in connection with this Agreement, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until the Collateral Agent shall have received instructions from the Required Secured Parties; and the Collateral Agent shall not incur liability to any person by reason of so refraining. Without limiting the foregoing, no Secured Party shall have any right of action whatsoever against the Collateral Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of the Required Secured Parties.
(d) The Collateral Agent shall be entitled to rely, and shall be fully protected in acting relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or refraining from acting on any telecopier message, cablegram, order or other document or telephone message believed by it to be genuine and correct and to have been signed signed, sent or presented made by the proper Person. The Collateral Agent need not investigate any fact person or matter stated in any such document. The Collateral Agent shall not be obligated to communicate with or deal in any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent may conclusively rely on any statement by the Trustee or the applicable Additional Pari Passu Agent as to such matter.
(ii) The Collateral Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.
(iii) The Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Agreement or any other Security Document. Whenever in the administration of this Agreement or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fitentity, and, if the Collateral Agent shall determine with respect to make such further inquiry or investigationall legal matters pertaining to this Pledge and Security Agreement and its duties hereunder, upon advice of counsel selected by it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, special counsel to the Collateral Agent).
(e) To the extent the Collateral Agent is not reimbursed and indemnified by the Debtor, the Secured Parties will reimburse and indemnify the Collateral Agent in proportion to the outstanding amounts of the Notes held by them, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent in performing its rights duties hereunder, or in any way relating to be indemnified, are extended to, or arising out of this Pledge and Security Agreement; provided that no Secured Party shall be enforceable byliable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Agent's gross negligence or willful misconduct.
(f) With respect to the rights of the Collateral Agent as a holder of Indebtedness and of any note issued to Debtor by the Collateral Agent, the Collateral Agent in each of its capacities hereunder, shall have the same rights and to each agent, custodian and other Persons employed to act powers hereunder or under any Security Document.
(viii) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or as any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified Secured Party and as so authorized in any such certificate previously delivered and if it were not superseded
(ix) The permissive right of performing the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed duties as a duty.Collateral
Appears in 1 contract
Samples: Pledge and Security Agreement (Metal Recovery Technologies Inc)
Rights of the Collateral Agent. (a) If an Event of Default shall occur and be continuing, (i) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not have the right to receive and shall receive any and all cash distributions or dividends paid in respect of the Collateral and make application thereof to the Obligations in such order as it may determine, and (ii) to the extent permitted by applicable law, all shares or certificates of or evidencing the Interests and the Pledged Stock shall be obligated to communicate with or deal registered in any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount name of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent or its nominee, and (whether or not so registered) the Collateral Agent or its nominee may conclusively rely on any statement by thereafter exercise (A) all voting, corporate, member, manager and other rights pertaining to the Trustee Interests or the applicable Additional Pari Passu shares of the Pledged Stock, as the case may be, and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Interests or such shares of the Pledged Stock, as the case may be, as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Interests or the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of any of the Subsidiaries, or upon the exercise by any Pledgor or the Collateral Agent as of any right, privilege or option pertaining to such matter.
(ii) The shares or certificates of or evidencing the Interests or the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Interests or the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Collateral Agent may act through its attorneys and agents shall have no duty to exercise any such right, privilege or option and shall not be responsible for the misconduct any failure to do so or negligence of any attorney or agent appointed with due caredelay in so doing.
(iiib) The rights of the Collateral Agent hereunder shall not be conditioned or contingent upon the pursuit by the Collateral Agent of any right or remedy against any Subsidiary, or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. The Collateral Agent shall not be liable for any action failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it takes be under any obligation to sell or omits to take in good faith that it believes to be authorized or within otherwise dispose of any Collateral upon the rights or powers conferred upon it by this Agreement request of any Pledgor or any other Security Document. Whenever in the administration of this Agreement Person or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided in this Agreement or take any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered action whatsoever with regard to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded
(ix) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a duty.part thereof. SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT
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Rights of the Collateral Agent. (a) Subject to the terms of this Agreement (including, without limitation, Section 5(b), as to the Collateral Agent's obligation to promptly transfer all funds deposited into the New Note Collection Account to the Cash Management Account unless an Event of Default shall have occurred and be continuing, and Section 6 hereof), the Indentures, the Repurchase Agreement and the Intercreditor Agreement, all cash Proceeds received by the Collateral Agent hereunder shall be held by the Collateral Agent for the benefit of the Series A Note Holders, the Series B Note Holders and the Repo Purchaser in the New Note Collection Account or the Collection Account, as appropriate. All cash Proceeds, while held by the Collateral Agent in the New Note Collection Account or the Collection Account, shall be held as collateral security for the Indenture Secured Obligations and the Repurchase Agreement Secured Obligations until applied in accordance with the terms of Section 5(b) hereof, Section 6 hereof, the Indentures, the Repurchase Agreement, the Intercreditor Agreement and Section 8 hereof, in each case only to the extent such provision or document is applicable.
(b) Subject to the terms of this Agreement, the Indentures, the Repurchase Agreement and the Intercreditor Agreement, if an Event of Default shall be continuing: (i) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated have the right to communicate with or deal receive any and all interest, cash dividend and principal payments paid in any way with any Secured Party other than respect of the Trustee Bonds and any Additional Pari Passu Agent. In determining (x) the amount of Pledged Stock and make application thereof to the Indenture Secured Obligations outstanding under and the Indenture or any Permitted Additional Pari Passu Lien Repurchase Agreement or Secured Obligations in such order as it may determine, and (yii) whether at the consent request of any Secured Party to any amendmentthe Collateral Agent, waiver or other action under this Agreement or any other Security Document has been obtained, the Bonds and all shares of the Pledged Stock held by the Collateral Agent may conclusively rely on any statement by shall be registered in the Trustee name of the Collateral Agent or its nominee, and the applicable Additional Pari Passu Collateral Agent as or its nominee shall thereafter be entitled to exercise all voting and other rights pertaining to such matter.
(ii) The Bonds and shares of Pledged Stock as if it were the absolute owner thereof, all without liability except to account for property actually received by it, but the Collateral Agent may act through its attorneys and agents shall have no duty to exercise any such right, privilege or option and shall not be responsible for the misconduct any failure to do so or negligence of any attorney or agent appointed with due care.
(iii) The Collateral Agent shall not be liable for any action it takes or omits to take delay in good faith so doing; provided, however, that it believes to be authorized or within the rights or powers conferred upon it by this Agreement or any other Security Document. Whenever in the administration of this Agreement or any Security Document the Collateral Agent shall deem it desirable that a matter be proved liable and responsible for any act or established prior to taking, suffering omission constituting negligence or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided willful misconduct. Notwithstanding anything in this Agreement or any other Security Documentagreement to the contrary, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(va) The Collateral Agent shall be under no obligation to exercise any Sections 7 and 13 of the Repurchase Agreement shall govern the voting and other rights or powers vested in it by this Agreement or any other Security Document at with respect to the request or direction of any CBO-REIT Pledged Stock, and (b) consistent with the treatment of the Secured Parties unless such Secured Parties shall have offered to CBO-REIT Pledged Stock under the Collateral Agent reasonable security Repurchase Agreement and indemnity reasonably satisfactory to for the Collateral Agent against the costssame purpose, expenses CMI (and liabilities that might be incurred by it in compliance with such request or direction.
(viany successor parent corporation) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours continue to exercise all voting and upon reasonable notice other corporate rights and powers of ownership, under terms similar to those applicable to the booksCBO-REIT Pledged Stock under the Repurchase Agreement, records with respect to the CMBS Corp Pledged Stock and premises the QRS 1 Pledged Stock for a period of any Grantorthirty consecutive days after the occurrence and continuation of an Event of Default other than a Payment Event of Default or Insolvency Event of Default, personally or by agent or attorney at as such terms are defined in the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigationRepurchase Agreement.
(viic) The rights, privileges, protections and benefits given to rights of the Collateral AgentAgent hereunder shall not be conditioned or contingent upon the pursuit by the Collateral Agent of any right or remedy against any Person which may be or become liable in respect of all or any part of the Indenture Secured Obligations or Repurchase Agreement Secured Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto.
(d) Notwithstanding anything in this Agreement (including, without limitation, its rights to be indemnifiedSections 7, are extended to8, 9, 10 and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii11 hereof) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Documentagreement to the contrary, which Officers’ Certificate may unless an Event of Default shall have occurred and be signed by any person authorized to sign an Officers’ Certificatecontinuing (for a period of thirty consecutive days in the case of each Event of Default other than a Payment Event of Default or Insolvency Event of Default, including any person specified as so authorized such terms are defined in any such certificate previously delivered and not superseded
(ixthe Repurchase Agreement) The permissive right of the Collateral Agent to take or refrain Agent, the Series A Trustee, the Series B Trustee, the Series A Note Holders, the Series B Note Holders and the Repo Purchaser, and each of them, shall be prohibited from taking any actions enumerated action with respect to any of the Pledged Stock which would result in this Agreement the Trusts, or any either of them, ceasing to be a qualified REIT subsidiary, and CMI shall be permitted to exercise all voting and other Security Document shall not be construed as a dutycorporate rights and powers of ownership with respect to the Pledged Stock.
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Rights of the Collateral Agent. (ia) The Collateral Agent may conclusively rely upon and shall will be fully protected in acting or refraining from acting on upon, whether in its original, facsimile or other electronic form, any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in the document (regardless of whether any such documentdocument is subject to any monetary or other limit).
(b) Before the Collateral Agent acts or refrains from acting, it may require an officers’ certificate or an opinion of counsel or both. The Collateral Agent shall not be obligated to communicate with liable for any action taken or deal not taken in any way with any Secured Party other than good faith in reliance on such officers’ certificate or opinion of counsel, as the Trustee and any Additional Pari Passu Agentcase may be. In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the The Collateral Agent may conclusively rely on consult with professional advisers (including counsel) and the advice or written advice of such professional adviser or any statement opinion of counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by the Trustee or the applicable Additional Pari Passu Agent as to such matterthem hereunder in good faith and in reliance thereon.
(iic) The Collateral Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.
(iiid) The Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Agreement or any other Security Document. Whenever in the administration of this Agreement or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ CertificateAgreement.
(iv) Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(ve) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties Trustee unless such Secured Parties shall have it has been offered to the Collateral Agent reasonable security and or indemnity reasonably satisfactory to the Collateral Agent against the costslosses, liabilities and expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vif) The Collateral Agent shall have no duty to inquire as to the performance of the covenants of the Grantors herein or to determine the accuracy of the representations and warranties of the Grantors herein. Delivery of reports, information and documents to the Collateral Agent is for informational purposes only and the Collateral Agent’s receipt of the foregoing shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein.
(g) The Collateral Agent is not required to give any bond or surety with respect to the performance or its duties or the exercise of its powers under this Agreement.
(h) The permissive right of the Collateral Agent to take the actions permitted by this Agreement shall not be construed as an obligation or duty to do so. Notwithstanding anything in this Agreement to the contrary, the Collateral Agent shall not exercise any discretion or take any discretionary actions, but shall act only as directed by the Trustee and subject to its rights and protections herein, including the right to be indemnified or secured to its satisfaction prior to acting.
(i) In no event shall the Collateral Agent be responsible or liable for any failure or delay in the performance of their obligations hereunder arising out of or caused by acts of war or terrorism or any other national or international calamity or emergency (including natural disasters or acts of God), it being understood that the Collateral Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.
(j) In no event shall the Collateral Agent be liable for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Collateral Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.
(k) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but document.
(l) No provision of this Agreement shall require the Collateral AgentAgent to do anything which, in its discretionopinion on advice of counsel, may make such further inquiry be illegal or investigation into such facts contrary to applicable law or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigationregulation.
(vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viiim) The Collateral Agent may request that retain professional advisors to assist it in performing its duties under this Agreement. The Collateral Agent may consult with such professional advisors or with counsel, and the Issuers deliver an Officers’ Certificate setting forth the names advice or opinion of individuals and/or titles of officers authorized at such time professional advisors or counsel with respect to take specified actions pursuant legal or other matters relating to this Agreement and the other Finance Documents shall be full and complete authorization and protection from liability in respect of any action taken, omitted or suffered by them hereunder in good faith and in reliance on the advice or opinion of such counsel.
(n) The Collateral Agent shall accept without investigation, requisition or objection such right and title as each Grantor may have to any of the Collateral and shall not be bound or concerned to examine or inquire into or be liable for any defect or failure in the right or title of the relevant Grantor to the Collateral or any part thereof, whether such defect or failure was known to the Collateral Agent or might have been discovered upon examination or inquiry and whether capable of remedy or not, and shall have no responsibility for the validity, value or sufficiency of the Collateral.
(o) Without prejudice to the provisions hereof, the Collateral Agent shall be under no obligation to insure any of the Collateral or any certificate, note, bond or other evidence in respect thereof, or to require any other Person to maintain any such insurance and shall not be responsible for any loss, expense or liability which may be suffered as a result of any assets comprised in the Collateral being uninsured or inadequately insured.
(p) The Collateral Agent shall not be responsible for any loss, expense or liability occasioned to the Collateral, howsoever caused, by the Collateral Agent or by any act or omission on the part of any other Person (including any bank, broker, depositary, warehouseman or other intermediary or by any clearing system or other operator thereof), or otherwise, unless such loss is occasioned by the gross negligence, willful misconduct or fraud of the Collateral Agent.
(q) Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty or liability as to the Collateral (if any) 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 Security Document, which Officers’ Certificate may rights pertaining thereto and the Collateral Agent shall not be signed by responsible or liable for filing any person authorized to sign an Officers’ Certificate, including financing or continuation statements or recording any person specified as so authorized documents or instruments in any such certificate previously delivered and not superseded
(ix) public office at any time or times or otherwise creating, perfecting or maintaining the priority, perfection or validity of any security interest in the Collateral. The permissive right Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral Agent in its possession if the Collateral is accorded treatment substantially equal to take or refrain from taking any actions enumerated in this Agreement or any other Security Document that which it accords its own property and shall not be construed liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any warehouseman, carrier, forwarding agency, consignee or other agent or bailee selected by the Collateral Agent in good faith.
(r) The Collateral Agent shall not be required to take fee simple title to any property, unless prior to taking any remedial action upon default (such as a duty.foreclosure action), it has the right to perform sufficient due diligence (which may require environmental assessments under applicable law, including Phase I and Phase II Environmental Site
Appears in 1 contract
Rights of the Collateral Agent. (a) Subject to Section 6, all money Proceeds received by the Collateral Agent hereunder may, at the Collateral Agent's discretion, be held by the Collateral Agent in a Collateral Account. All Proceeds while held by the Collateral Agent in a Collateral Account (or by the Pledgors in trust for the Collateral Agent) shall continue to be held as collateral security for all the Secured Obligations and shall not constitute payment thereof until applied as provided in Section 8(a); provided that the Collateral Agent shall release to Global Signal any Pledged Collateral owned by Global Signal in excess of the maximum liability of Global Signal under the Limited Recourse Parent Guarantee after giving effect to any payments by Global Signal thereunder.
(b) If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to a Pledgor: (i) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated have the right to communicate with receive any and all cash dividends or deal other cash distributions paid in any way with any Secured Party other than respect of the Trustee and any Additional Pari Passu Agent. In determining (x) Pledged Collateral to the amount extent of the Secured Obligations outstanding under and make application thereof to the Indenture or any Permitted Additional Pari Passu Lien Agreement or Secured Obligations in such order as it may determine, and (yii) whether at the consent request of any Secured Party to any amendmentthe Collateral Agent, waiver or other action under this Agreement or any other Security Document has been obtainedall shares of the Pledged Stock, all Pledged LLC Interests and all Pledged Partnership Interests shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may conclusively rely on thereafter exercise (A) all voting, corporate or other rights pertaining to such shares of the Pledged Stock at any statement meeting of shareholders of any of the Issuers or otherwise; (B) all members rights, powers and privileges with respect to the Pledged LLC Interests to the same extent as a member under the applicable Limited Liability Company Agreement; (C) all partnership rights, powers and privileges with respect to the Pledged Partnership Interests to the same extent as a partner under the applicable Partnership Agreement; and (D) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares or interests of the Pledged Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate, company or partnership structure of any of the Issuers, or upon the exercise by the Trustee a Pledgor or the applicable Additional Pari Passu Collateral Agent as of any right, privilege or option pertaining to such matter.
(ii) The shares or interests of the Pledged Collateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Collateral Agent may act through its attorneys and agents shall have no duty to exercise any such right, privilege or option and shall not be responsible for the misconduct any failure to do so or negligence of any attorney or agent appointed with due caredelay in so doing.
(iiic) The rights of the Collateral Agent hereunder shall not be conditioned or contingent upon the pursuit by the Collateral Agent, any Agent or any Lender of any right or remedy against any of the Issuers or against any other Person which may be or become liable in respect of all or any part of the Secured Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. The Collateral Agent shall not be liable for any action failure to demand, collect or realize upon all or any part of the Pledged Collateral or for any delay in doing so, nor shall it takes be under any obligation to sell or omits to take in good faith that it believes to be authorized or within otherwise dispose of any Pledged Collateral upon the rights or powers conferred upon it by this Agreement request of the Pledgors or any other Security Document. Whenever in Person or to take any other action whatsoever with regard to the administration Pledged Collateral or any part thereof.
(d) Each Pledgor waives any and all notice of the creation, renewal, extension or accrual of any of the Secured Obligations and notice of or proof of reliance by the Collateral Agent, any Agent or any Lender upon this Pledge Agreement or acceptance of this Pledge Agreement or the Secured Obligations, and any Security Document of them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Pledge Agreement; and all dealings between the Pledgors and any other Loan Party, on the one hand, and the Collateral Agent, any Agent and/or any Lender, on the other hand, likewise shall deem it desirable be conclusively presumed to have been had or consummated in reliance upon this Pledge Agreement. Each Pledgor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any Pledgor or any other Loan Party with respect to the Secured Obligations. Each Pledgor understands and agrees that this Pledge Agreement shall be construed as a matter continuing, absolute and unconditional security interest as collateral security for the payment and performance of the Secured Obligations without regard to (a) the validity, regularity or enforceability of the Bridge Loan Agreement, the Notes or any other Loan Document, any of the Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Collateral Agent, any Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be proved available to or established prior be asserted by any Pledgor or any other Loan Party against the Collateral Agent, any Agent or any Lender or (c) any other circumstance whatsoever (with or without notice to takingor knowledge of any Pledgor or any other Loan Party) which constitutes, suffering or omitting might be construed to constitute, an equitable or legal discharge of any action hereunderother Loan Party for the Secured Obligations, or of any Pledgor under this Pledge Agreement, in bankruptcy or in any other instance. When pursuing its rights and remedies hereunder against the Pledged Collateral of any Pledgor, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent but shall be under no obligation to, pursue such rights and remedies as it may have against any Pledgor or any other Loan Party or any other Person or against any collateral security or guarantee for the Secured Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent (or any Agent or any Lender) to pursue such other rights or remedies or to collect any payments from any Pledgor or any other Loan Party or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any other Loan Party or any such other Person or any such collateral security, guarantee or right of offset, shall not release the Pledged Collateral of any Pledgor as security for the Secured Obligations, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the rights Collateral Agent against the Pledged Collateral of any Pledgor. This Pledge Agreement shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Pledgor and the successors and assigns thereof, and shall inure to be benefit of the Collateral Agent and its successors, indorsees, transferees and assigns, until all of the Secured Obligations shall have been satisfied by payment in full and the Aggregate Loan Commitment shall have been terminated, notwithstanding that from time to time during the term of the Bridge Loan Agreement the other Loan Parties may be free from any of the Secured Obligations.
(e) This Pledge Agreement shall continue to be effective, or powers vested in it by this Agreement be reinstated, as the case may be, if at any time payment, or any other Security Document at the request or direction part thereof, of any of the Secured Parties unless such Secured Parties shall have offered to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might Obligations is rescinded or must otherwise be incurred restored or returned by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretionthe other Agents or the Lenders upon the insolvency, may make such further inquiry bankruptcy, dissolution, liquidation or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises reorganization of any GrantorPledgor or any other Loan Party, personally or by agent upon or attorney at the sole cost as a result of the Grantorsappointment of a receiver, and shall incur no liability intervenor or additional liability conservator of, or trustee or similar officer for, any Pledgor or any Loan Party or any substantial part of any kind by reason of their respective property, or otherwise, all as though such inquiry or investigationpayments had not been made.
(viif) The rightsNotwithstanding any modification, privilegesdischarge or extension of the Secured Obligations or any amendment, protections modification, stay or cure of the Collateral Agent's, any Agent's or any Lender's rights which may occur in any bankruptcy or reorganization case or proceeding against any other Loan Party, whether permanent or temporary, and benefits given whether or not assented to by the Collateral Agent, includingthe other Agents or the Lenders, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii) The Collateral Agent may request Pledgor hereby agrees that the Issuers deliver an Officers’ Certificate setting forth Pledged Collateral of such Pledgor shall secure the names payment in full of individuals and/or titles the Secured Obligations in accordance with its terms (without regard to any such modification, discharge or extension of officers authorized at such time to take specified actions pursuant to this Agreement or the Secured Obligations of any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized Loan Party thereunder). Without in any such certificate previously delivered and not superseded
(ix) The permissive right way limiting the generality of the Collateral Agent to take or refrain from taking foregoing, any actions enumerated subsequent modification of the Secured Obligations in this Agreement or any reorganization case concerning any other Security Document Loan Party (other than such Pledgor) shall not be construed as a dutyaffect the obligation of any Pledgor to pay and perform the Secured Obligations in accordance with the original terms thereof.
Appears in 1 contract
Samples: Pledge Agreement (Global Signal Inc)
Rights of the Collateral Agent. (ia) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated to communicate with or deal in any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent may conclusively rely on any statement by the Trustee or the applicable Additional Pari Passu Agent as to such matterTrustee.
(iib) The Collateral Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.
(iiic) The Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Agreement or any other Security Collateral Document. Whenever in the administration of the Indenture, this Agreement or any Security Collateral Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ CertificateCertificate or an Opinion of Counsel, as applicable, at the expense of the Company. In no event shall the Collateral Agent be liable under or in connection with the Indenture, this Agreement or other Collateral Documents for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Collateral Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.
(ivd) Unless otherwise specifically provided in the Indenture, this Agreement or any other Security Collateral Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(ve) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture, this Agreement or any other Security Collateral Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vif) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(viig) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Collateral Document.
(viiih) The Collateral Agent may request that the Issuers Grantors deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to the Indenture, this Agreement or any other Security Collateral Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
(ixi) In connection with exercising any right or discretionary duty hereunder or under any of the Collateral Documents, the Collateral Agent shall be entitled to rely upon the direction of the Holders of a majority in aggregate principal amount of the Securities. The Collateral Agent shall not have any liability for taking any action at the direction of such party, or for any failure or delay of any such party to provide timely direction to the Collateral Agent. Notwithstanding any other provision of this Agreement, (i) any such direction may not conflict with any rule of law or with this Agreement and (ii) the Collateral Agent shall not be required to take any action that it determines might involve it in liability (unless the Collateral Agent has received satisfactory indemnity or security against such liability).
(j) The permissive right Collateral Agent shall enjoy all the same rights, protections, immunities and indemnities granted to it and to the Trustee under the Indenture as though set forth in full herein (with any references to the Trustee therein being deemed to refer to the Collateral Agent). All of such rights, protections, immunities and indemnities shall survive resignation or removal of the Collateral Agent and termination of this Agreement. In performing its functions and duties solely under this Agreement, the Collateral Agent shall act solely as the agent of the Secured Parties and does not assume, nor shall be deemed to take have assumed, any obligation or refrain from taking any actions enumerated in this Agreement relationship of trust with or any for the Secured Parties. The Collateral Agent will be compensated pursuant to a fee agreement with the Company.
(k) The Collateral Agent may consult with legal counsel, independent public accountants and other Security Document experts selected by it at the expense of the Company and shall not be construed as a dutyliable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.
Appears in 1 contract
Samples: Pledge and Security Agreement (Savient Pharmaceuticals Inc)
Rights of the Collateral Agent. (a) If an Event of Default shall occur and be continuing, (i) The promptly upon receipt thereof by the Pledgor and without any request therefor by the Collateral Agent, the Pledgor shall deliver to the Collateral Agent may conclusively rely any and shall be fully protected all cash dividends paid in acting or refraining from acting on any document believed by it to be genuine respect of the Pledged Stock and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated to communicate with or deal in any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent may conclusively rely on any statement by make application thereof to the Trustee or Obligations in such order as the applicable Additional Pari Passu Collateral Agent as to such matter.
may determine, (ii) The all shares of the Pledged Stock shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may act through thereafter exercise (A) all voting, corporate and other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its attorneys discretion any and agents all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuer, or upon the exercise by the Pledgor or the Collateral Agent of any right, privilege or option pertaining to such shares of Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to the Pledgor to exercise (and, without the consent of the Collateral Agent, the Pledgor shall not exercise) any such right, privilege or option and shall not be responsible for the misconduct any failure to do so or negligence of any attorney or agent appointed with due caredelay in so doing.
(iiib) The rights of the Collateral Agent hereunder shall not be conditioned or contingent upon the pursuit by the Collateral Agent of any right or remedy against the Pledgor or the Issuer against any other Person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. The Collateral Agent shall not be liable for any action it takes failure to demand, collect or omits realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Collateral Agent be under any obligation to take in good faith that it believes to be authorized sell or within otherwise dispose of any Collateral upon the rights or powers conferred upon it by this Agreement request of the Pledgor or any other Security Document. Whenever in the administration of this Agreement Person or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided in this Agreement or take any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered action whatsoever with regard to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded
(ix) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a dutypart thereof.
Appears in 1 contract
Samples: Pledge Agreement (Comforce Corp)
Rights of the Collateral Agent. (i) The Collateral Agent may conclusively rely Upon the occurrence and shall be fully protected in acting or refraining from acting on continuance of any document believed by it to be genuine and to have been signed or presented by Event of Default, the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall have the right, subject to the provisions of Section 7.06:
(a) to declare all of the Secured Obligations to be immediately due and payable, whereupon all such Secured Obligations shall become immediately due and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Pledgor, anything contained herein to the contrary notwithstanding;
(b) to exercise any one or more of the rights and remedies exercisable by the Collateral Agent under other provisions of this Agreement or exercisable by a secured party under the Uniform Commercial Code as in effect in Illinois (whether or not be obligated said Uniform Commercial Code is in effect in the jurisdiction where the rights and remedies are asserted) or under any other applicable law;
(c) to communicate exercise, in the name of the Pledgor or in the name of the Collateral Agent, such rights and powers with respect to the Collateral as the Pledgor might exercise, including the right to demand, xxx, collect or deal receive any money or property at any time payable or receivable on account of or in exchange for any way with of the Collateral;
(d) whether or not Secured Party exercises any available right to declare any Secured Party Obligation due and payable or seek or pursue any other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount of Secured Obligations outstanding relief or remedy available to it under the Indenture applicable law or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement, the Credit Agreement or any other Security Credit Document has been obtainedor other instrument or agreement relating to such Secured Obligation, (i) any and all Pledged Shares will be, at the option of the Secured Party, registered on the books of the relevant company in the name of the Collateral Agent may conclusively rely on any statement by the Trustee or the applicable Additional Pari Passu Agent as to such matter.
and (ii) The all dividends and other distributions on the Share Collateral Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.
(iii) The Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Agreement or any other Security Document. Whenever in the administration of this Agreement or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered paid directly to the Collateral Agent reasonable security and indemnity reasonably satisfactory retained by it on behalf of the Secured Party as part of the Share Collateral, subject to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence terms of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fitthis Agreement, and, if the Collateral Agent Secured Party shall determine so request in writing, the Pledgor agrees to make such further inquiry or investigation, it shall be entitled to examine during normal business hours execute and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(vii) The rights, privileges, protections and benefits given deliver to the Collateral AgentAgent appropriate additional dividend, includingdistribution and other orders and documents to that end, without limitationprovided that if such Event of Default is cured, its rights any such dividend or distribution theretofore paid to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each shall, upon request of its capacities hereunderthe Pledgor (except to the extent theretofore applied to the Secured Obligations), and be returned by the Collateral Agent to each agent, custodian and other Persons employed to act hereunder or under any Security Document.the Pledgor; and
(viiie) The to sell, lease, assign or otherwise dispose of all or a part of the Collateral Agent may request that shall then be or shall thereafter come into the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement possession, custody or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded
(ix) The permissive right control of the Collateral Agent at such place or places that the Secured Party deems best, and for cash or for credit or for future delivery (without thereby assuming any credit risk), at public or private sale, without demand of performance or notice of intention to take effect any such disposition or refrain from taking any actions enumerated in this Agreement of the time or place thereof (except such notice as is required below or by applicable statute and cannot be waived), and the Secured Party or any other Security Document individual or entity may be the purchaser, lessee, assignee or recipient of any or all of the Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind, including any right or equity of redemption (statutory or otherwise), of the Pledgor, any such demand, notice and right or equity being hereby expressly waived and released. Unless the Collateral is perishable or threatens to decline speedily in value or is of a type customarily sold on a recognized market, the Secured Party will give the Pledgor at least five (5) days' prior written notice of the time and place of any public sale thereof or of the time after which any private sale or any other intended disposition thereof is to be made, which notice shall constitute reasonable notice. The Secured Party may, without notice or publication, adjourn any public or private sale or cause the same to be adjourned from time to time by announcement at the time and place fixed for the sale, and such sale may be made at any time or place to which the sale may be so adjourned. The Pledgor recognizes that, by reason of certain prohibitions contained in the Securities Act of 1933, as amended, and applicable state securities laws, the Secured Party may be compelled, with respect to any sale of all or any part of the Collateral, to limit purchasers to those who will agree, among other things, to acquire the Collateral for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sales may be construed as at prices and on terms less favorable to the Secured Party than those obtainable through a dutypublic sale without such restrictions, and, notwithstanding such circumstances, agree that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Secured Party shall have no obligation to engage in public sales and no obligation to delay the sale of any Collateral for the period of time necessary to permit the respective issuer to register it for public sale.
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Rights of the Collateral Agent. (a) If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to Pledgor: (i) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated have the right to communicate with receive any and all cash dividends or deal other cash distributions paid in any way with any Secured Party respect of the Pledged Collateral (other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party with respect to any amendmentIncentive Distribution Rights) and make application thereof to the Obligations in the order provided in Section 8(a) and (ii) at the request of the Collateral Agent, waiver or other action under this Agreement or any other Security Document has been obtained, the Pledged Partnership Interests shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may conclusively rely on thereafter exercise (A) all partnership rights, powers and privileges with respect to the Pledged Partnership Interests to the same extent as a partner under the applicable Partnership Agreement; and (B) any statement and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or company structure of the Partnership, or upon the exercise by the Trustee Pledgor or the applicable Additional Pari Passu Collateral Agent as of any right, privilege or option pertaining to such matter.
(ii) The shares or interests of the Pledged Collateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Collateral Agent may act through its attorneys and agents shall have no duty to exercise any such right, privilege or option and shall not be responsible for the misconduct any failure to do so or negligence of any attorney or agent appointed with due caredelay in so doing.
(iiib) The rights of the Collateral Agent hereunder shall not be conditioned or contingent upon the pursuit by the Collateral Agent of any right or remedy against the Partnership or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. The Collateral Agent shall not be liable for any action failure to demand, collect or realize upon all or any part of the Pledged Collateral or for any delay in doing so, nor shall it takes be under any obligation to sell or omits to take in good faith that it believes to be authorized or within otherwise dispose of any Pledged Collateral upon the rights or powers conferred upon it by this Agreement request of the Pledgor or any other Security Document. Whenever in Person or to take any other action whatsoever with regard to the administration of this Agreement Pledged Collateral or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificatepart thereof.
(iv) Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded
(ix) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a duty.
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Rights of the Collateral Agent. (a) If an Event of Default shall ------------------------------- occur and be continuing, (i) The promptly upon receipt of notice thereof by any Pledgor from the Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on without any document believed by it to be genuine and to have been signed or presented request therefor by the proper Person. The Collateral Agent, such Pledgor shall deliver to the Collateral Agent need not investigate any fact or matter stated and all cash dividends thereafter paid in any such document. The Collateral Agent shall not be obligated to communicate with or deal in any way with any Secured Party other than respect of the Trustee Pledged Stock and any Additional Pari Passu Agent. In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent may conclusively rely on any statement by make application thereof to the Trustee or Obligations in the applicable Additional Pari Passu Agent as to such matter.
order provided in Section 6.10 of the Indenture, (ii) The all shares of the Pledged Stock shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may act through thereafter exercise (A) all voting, corporate and other rights, privileges or options pertaining to such shares of the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its attorneys discretion any and agents all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of the Issuers, or upon the exercise by any Pledgor or the Collateral Agent of any right, privilege or option pertaining to such shares of Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to any Pledgor to exercise any such right, privilege or option and shall not be responsible for the misconduct any failure to do so or negligence of any attorney or agent appointed with due caredelay in so doing.
(iiib) The rights of the Collateral Agent hereunder shall not be conditioned or contingent upon the pursuit by the Collateral Agent of any right or remedy against any Pledgor or any of the Issuers against any other Person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. The Collateral Agent shall not be liable for any action it takes failure to demand, collect or omits realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Collateral Agent be under any obligation to take in good faith that it believes to be authorized sell or within otherwise dispose of any Collateral upon the rights or powers conferred upon it by this Agreement request of any Pledgor or any other Security Document. Whenever in the administration of this Agreement Person or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided in this Agreement or take any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered action whatsoever with regard to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded
(ix) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a dutypart thereof.
Appears in 1 contract
Samples: Pledge Agreement (Mediaamerica Inc)
Rights of the Collateral Agent. (ia) The Collateral Agent shall have no duties or responsibilities except those expressly set forth in this Pledge and Security Agreement. The Collateral Agent shall not have by reason of this Agreement a fiduciary relationship in respect of Debtor or and Secured Party and nothing in this Agreement, expressed or implied, is intended to or shall be construed as to impose upon the Collateral Agent any obligations in respect of this Pledge and Security Agreement except as expressly set forth herein.
(b) The collateral Agent shall not be responsible to any Secured Party for any recitals, statements, information, representations or warranties herein or in any agreement, document, certificate or a statement delivered in connection herewith or for the execution, effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Pledge and Security Agreement, or be required to make any inquiry concerning either the performance or observance of any of the terms, provisions or conditions of this Pledge and Security Agreement, or the existence of any Event of Default or any condition, event or act which, with notice or lapse of time or both, would constitute such and Event of Default. The Collateral Agent may conclusively rely resign on thirty days' written notice to each of the Secured Parties (a copy of which notice shall be provided to Debtor but shall not be a condition to resignation) and upon such resignation Secured Parties holding a majority of the outstanding principal amount of the Indebtedness (the "Required Secured Parties") will designate a successor Collateral Agent.
(c) If the Collateral Agent shall request instructions from the Secured Parties with respect to any act or action (including failure to act) in connection with this Agreement, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and until the Collateral Agent shall have received instructions from the Required Secured Parties; and the Collateral Agent shall not incur liability to any person by reason of so refraining. Without limiting the foregoing, no Secured Party shall have any right of action whatsoever against the Collateral Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of the Required Secured Parties.
(d) The Collateral Agent shall be entitled to rely, and shall be fully protected in acting relying, upon any note, writing, resolution, notice, statement, certificate, telex, teletype or refraining from acting on any telecopier message, cablegram, order or other document or telephone message believed by it to be genuine and correct and to have been signed signed, sent or presented made by the proper Person. The Collateral Agent need not investigate any fact person or matter stated in any such document. The Collateral Agent shall not be obligated to communicate with or deal in any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent may conclusively rely on any statement by the Trustee or the applicable Additional Pari Passu Agent as to such matter.
(ii) The Collateral Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.
(iii) The Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Agreement or any other Security Document. Whenever in the administration of this Agreement or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fitentity, and, if the Collateral Agent shall determine with respect to make such further inquiry or investigationall legal matters pertaining to this Pledge and Security Agreement and its duties hereunder, upon advice of counsel selected by it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, special counsel to the Collateral Agent).
(e) To the extent the Collateral Agent is not reimbursed and indemnified by the Debtor, the Secured Parties will reimburse and indemnify the Collateral Agent in proportion to the outstanding amounts of the Notes held by them, for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against the Collateral Agent in performing its rights duties hereunder, or in any way relating to be indemnified, are extended to, or arising out of this Pledge and Security Agreement; provided that no Secured Party shall be enforceable byliable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Collateral Agent's gross negligence or willful misconduct.
(f) With respect to the rights of the Collateral Agent as a holder of Indebtedness and of any note issued to Debtor by the Collateral Agent, the Collateral Agent in each of its capacities hereunder, shall have the same rights and to each agent, custodian powers hereunder as any other Secured Party and other Persons employed to act hereunder or under any Security Document.
(viii) The as if it were not performing the duties as Collateral Agent may request that specified herein; and the Issuers deliver an Officers’ Certificate setting forth the names terms "Secured Party" or "holders of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement Indebtedness" or any other Security Documentsimilar terms shall, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificateunless the context clearly otherwise indicates, including any person specified as so authorized in any such certificate previously delivered and not superseded
(ix) The permissive right of include the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a dutyits individual capacity.
Appears in 1 contract
Samples: Pledge and Security Agreement (Metal Recovery Technologies Inc)
Rights of the Collateral Agent. (a) If an Event of Default shall occur and be continuing and the Collateral Agent shall give notice of its intent to exercise such rights to any Pledgor: (i) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated have the right to communicate with or deal in receive any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver all cash dividends or other action under this Agreement or any other Security Document has been obtainedcash distributions paid in respect of the Pledged Collateral and make application thereof to the Obligations in the order provided in Section 8(a) and (ii) at the request of the Collateral Agent, all shares of the Pledged Stock, all Pledged LLC Interests and all Pledged Partnership Interests shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may conclusively rely on thereafter exercise (A) all voting, corporate or other rights pertaining to such shares of Pledged Stock at any statement meeting of shareholders of any of the Issuers or otherwise; (B) all members rights, powers and privileges with respect to the Pledged LLC Interests to the same extent as a member under the applicable Limited Liability Company Agreement; (C) all partnership rights, powers and privileges with respect to the Pledged Partnership Interests to the same extent as a partner under the applicable Partnership Agreement; and (D) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to such shares of the Pledged Collateral as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Collateral upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate or company structure of any of the Issuers, or upon the exercise by the Trustee any Pledgor or the applicable Additional Pari Passu Collateral Agent as of any right, privilege or option pertaining to such matter.
(ii) The shares or interests of the Pledged Collateral, and in connection therewith, the right to deposit and deliver any and all of the Pledged Collateral with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Collateral Agent may act through its attorneys and agents shall have no duty to exercise any such right, privilege or option and shall not be responsible for the misconduct any failure to do so or negligence of any attorney or agent appointed with due caredelay in so doing.
(iiib) The rights of the Collateral Agent hereunder shall not be conditioned or contingent upon the pursuit by the Collateral Agent of any right or remedy against any of the Issuers or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. The Collateral Agent shall not be liable for any action failure to demand, collect or realize upon all or any part of the Pledged Collateral or for any delay in doing so, nor shall it takes be under any obligation to sell or omits to take in good faith that it believes to be authorized or within otherwise dispose of any Pledged Collateral upon the rights or powers conferred upon it by this Agreement request of any Pledgor or any other Security Document. Whenever in Person or to take any other action whatsoever with regard to the administration of this Agreement Pledged Collateral or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificatepart thereof.
(iv) Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded
(ix) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a duty.
Appears in 1 contract
Rights of the Collateral Agent. (ia) The Collateral Agent may conclusively rely Subject to the terms and conditions of the Intercreditor Agreement, if an Event of Default shall have occurred and be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated to communicate with or deal in any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtainedcontinuing, the Collateral Agent shall have the right to require that all Pledged Stock shall be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may conclusively rely on thereafter exercise (i) all voting, corporate and other rights pertaining to the Pledged Stock at any statement by meeting of shareholders of the Trustee Pledgors or the applicable Additional Pari Passu Agent as to such matter.
otherwise and (ii) The any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Pledged Stock as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Pledged Entity, or upon the exercise by any Pledgor or the Collateral Agent of any right, privilege or option pertaining to such shares of the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may act through its attorneys and agents determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to exercise any such right, privilege or option and shall not be responsible for the misconduct any failure to do so or negligence of any attorney or agent appointed with due caredelay in so doing.
(iiib) The Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Agreement or any other Security Document. Whenever in the administration of this Agreement or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded
(ix) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document hereunder shall not be construed as a dutyconditioned or contingent upon the pursuit by the Collateral Agent of any right or remedy against any Pledgor or against any other person which may be or become liable in respect of all or any of the Class B Obligations or against any other collateral security therefor, guaranty thereof or right of offset with respect thereto.
Appears in 1 contract
Rights of the Collateral Agent. If (a) any Event of Default under the Operating Equipment Agreement or the Operating Foundation Agreement shall have occurred and be continuing, whether or not the Operating Equipment Agreement or the Operating Foundation Agreement has been declared in default pursuant to the terms thereof, or (b)
(i) The a Special Equity Event shall have occurred and be continuing, (ii) the Owner Participant has given the notice contemplated by Section 12 of the Participation Agreement to exercise the Special Equity Remedy and (iii) the Pledgor has not paid all amounts required by Section 12 of the Participation Agreement by the date set forth in the Owner Participant's notice:
(i) the Collateral Agent, at the written direction of the Owner Participant, shall exercise in respect of the Collateral, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party upon default under the Uniform Commercial Code and, if so directed in writing by the Owner Participant, shall, without notice except as specified below, sell the Collateral or any part thereof at public or private sale, at any of the Collateral Agent's offices or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such documentdeem commercially reasonable. The Collateral Agent shall not provide 10 calendar days' written notice to the Pledgor at the Pledgor's address specified in the Participation Agreement by (i) registered mail, (ii) hand delivery, or (iii) special courier service (such as DHL, TNT, Worldcourier or similar courier) and if the purchaser fails to take up and pay for the Collateral so sold, such Collateral may again be obligated similarly sold. The Owner Participant or the Collateral Agent may be the purchaser of any or all of the Collateral sold and thereafter shall hold such Collateral free from any right of redemption, stay or appraisal; provided, however, that in the sale of securities neither the Owner Participant nor the Collateral Agent shall be entitled to communicate with or deal in purchase any way with of the Collateral at any Secured Party other private sale for less than the Trustee and any Additional Pari Passu Agent. In determining current market value of such securities;
(xii) Without limitation of the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtainedforegoing, the Collateral Agent may conclusively rely exercise, in its own name or in the name of the Owner Participant and the Facility Owner or in the name and on any statement by behalf of the Trustee Pledgor, all of the Pledgor's rights under and in respect of the Collateral and the documentation evidencing or governing the applicable Additional Pari Passu Agent as to such matter.
(ii) The Collateral Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.Collateral; and
(iii) The Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it All cash proceeds received by this Agreement or any other Security Document. Whenever in the administration of this Agreement or any Security Document the Collateral Agent with respect to the Collateral or in respect of any sale of, collection from, or other realization upon all or any part of the Collateral shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, held by the Collateral Agent (unless other evidence as collateral for, and then or at any time thereafter, at the written direction of the Owner Participant, shall be herein specifically prescribed) mayapplied in whole or in part by the Collateral Agent against, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided in this Agreement all or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any part of the Secured Parties unless Claims in such Secured Parties order as the Owner Participant shall have offered to direct. Any surplus of such cash or cash proceeds held by the Collateral Agent reasonable security and indemnity reasonably satisfactory remaining after payment in full of all the Secured Claims shall be paid over to the Collateral Agent against the costs, expenses and liabilities that might Pledgor or to whomsoever may be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be lawfully entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of receive such inquiry or investigationsurplus.
(vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded
(ix) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a duty.
Appears in 1 contract
Samples: Equity Security Pledge Agreement (Old Dominion Electric Cooperative)
Rights of the Collateral Agent. Except as otherwise provided by Section 9.1:
(ia) The Collateral Agent may conclusively rely on and shall be fully protected in acting upon or refraining from acting on upon and in accord with, without any duty to verify the contents or recompute any calculations therein, any document (whether in its original or facsimile form), including the Monthly Servicer Report, the annual Servicer’s certificate, the monthly payment instructions and notification to the Collateral Agent, the Monthly Statement, any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document, believed by it to be genuine and to have been signed by or presented by the proper Person. The Without limiting the Collateral Agent’s obligations to examine pursuant to Section 9.1(b)(ii), the Collateral Agent need not investigate any fact or matter stated in the document.
(b) Before the Collateral Agent acts or refrains from acting, the Collateral Agent may require an Officer’s Certificate or an Opinion of Counsel or consult with counsel of its selection and the Officer’s Certificate or the advice of such counsel or any such document. Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon.
(c) The Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents (including, without limitation, for purposes of Section 7.5(e), auction agents or liquidation agents) or attorneys, custodians and nominees and the Collateral Agent shall not be obligated to communicate with or deal in liable for any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent may conclusively rely on any statement by the Trustee or the applicable Additional Pari Passu Agent as to such matter.
(ii) The Collateral Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of on the part of, or for the supervision of, any attorney such agent or agent attorneys, custodian or nominee so long as such agent, custodian or nominee is appointed with due care.
(iiid) The Collateral Agent shall not be liable for any action it takes or omits to take in good faith that which it believes to be authorized or within the its rights or powers conferred upon it by this Agreement or any other Security Document. Whenever in the administration of this Agreement or any Security Document Agreement; provided, however, that the Collateral Agent shall deem it desirable that a matter be proved Agent’s conduct does not constitute willful misconduct or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificatenegligence.
(iv) Unless otherwise specifically provided in this Agreement or any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(ve) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement Agreement, or to institute, conduct or defend any other Security Document litigation hereunder or in relation hereto, at the request request, order or direction of any of the Secured Parties Lenders, pursuant to the provisions of this Agreement, unless such Secured Parties Lenders shall have offered to the Collateral Agent reasonable security and or indemnity reasonably satisfactory to the Collateral Agent (in its sole discretion) against the costs, expenses (including attorneys’ fees and expenses) and liabilities that might which may be incurred by it in compliance with such request therein or directionthereby.
(vif) The Collateral Agent shall not be bound to make any investigation into the facts or of matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bondapproval, debenture, note, other evidence of indebtedness bond or other paper or documentsdocument (including, the Monthly Servicer’s Report, the annual Servicer’s certificate, the monthly payment instructions and notification to the Collateral Agent or the Monthly Statement), unless requested in writing so to do by the Lenders evidencing not less than 10% of the aggregate outstanding principal amount of Facility Loans, but the Collateral Agent may, but is not obligated to, make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Borrower, personally or by agent or attorney at the sole cost of the Borrower and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation; provided, however, that if the payment within a reasonable time to the Collateral Agent of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Collateral Agent, not assured to the Collateral Agent by the security afforded to it by the terms of this Agreement, the Collateral Agent may require indemnity satisfactory to it against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Person making such request, or, if paid by the Collateral Agent, shall be reimbursed by the Person making such request.
(g) The Collateral Agent shall have no liability for the selection of Permitted Investments and shall not be liable for any losses or liquidation penalties in connection with Permitted Investments, unless such losses or liquidation penalties were incurred through the Collateral Agent’s own willful misconduct or negligence. The Collateral Agent shall have no obligation to invest or reinvest any amounts except as directed by the Borrower (or the initial Servicer) in accordance with this Agreement. Notwithstanding the foregoing, if the initial Servicer is removed or replaced, the selected Permitted Investment for investment or reinvestment as provided in this Agreement shall be as in effect on the date of such removal or replacement.
(h) The Collateral Agent shall not be liable for the acts or omissions of any successor to the Collateral Agent so long as such acts or omissions were not the result of the negligence, bad faith or willful misconduct of the predecessor Collateral Agent.
(i) The rights, privileges, protections, immunities and benefits given to the Collateral Agent, including, without limitation, its right to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent and the entity serving as the Collateral Agent (a) in each of its capacities hereunder and under any other Transaction Document, and to each agent, custodian and other Person employed to act hereunder and under any other Transaction Document and (b) in each document to which it is a party (in any capacity) whether or not specifically set forth herein; provided, however, that the Securities Intermediary shall comply with Section 3.5.
(j) Except as may be required by Sections 9.1(b)(ii), 9.2(a) and 9.2(f), the Collateral Agent shall not be required to make any initial or periodic examination of any documents or records related to the Collateral for the purpose of establishing the presence or absence of defects, the compliance by the Seller, the Parent or the Servicer with their respective representations and warranties or for any other purpose.
(k) Without limiting the Collateral Agent’s obligation to examine pursuant to Section 9.1(b)(ii), the Collateral Agent shall not be bound to make any investigation into (i) the performance or observance by the Borrower, any Servicer or any other Person of any of the covenants, agreements or other terms or conditions set forth in this Agreement or in any related document, (ii) the occurrence of any default, or the validity, enforceability, effectiveness or genuineness of this Agreement, any related document or any other agreement, instrument or document, (iii) the creation, perfection or priority of any Lien purported to be created by this Agreement or any related document, (iv) the value or the sufficiency of any collateral or (v) the satisfaction of any condition set forth in this Agreement or any related document, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of the Borrower or any GrantorServicer, personally or by agent or attorney at the sole cost of the Grantorsattorney, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(viil) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and In no event shall be enforceable by, the Collateral Agent in each be responsible or liable for special, indirect, punitive or consequential loss or damage of its capacities hereunderany kind whatsoever (including, but not limited to, loss of profit), even if the Collateral Agent has been advised of the likelihood of such loss or damage and to each agent, custodian and other Persons employed to act hereunder or under any Security Documentregardless of the form of action.
(viiim) The Collateral Agent may may, from time to time, request that the Issuers Borrower and any other applicable party deliver an Officers’ Certificate a certificate (upon which the Collateral Agent may conclusively rely) setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any related document together with a specimen signature of such authorized officers; provided, however, that from time to time, the Borrower or such other Security Documentapplicable party may, which Officers’ Certificate may by delivering to the Collateral Agent a revised certificate, change the information previously provided by it pursuant to the Agreement, but the Collateral Agent shall be signed by any person authorized entitled to sign an Officers’ Certificate, including any person specified as so authorized in any such conclusively rely on the then current certificate previously delivered and not supersededuntil receipt of a superseding certificate.
(ixn) The permissive right of the Collateral Agent to take or refrain from taking perform any actions discretionary act enumerated in this Agreement or any other Security Document related document shall not be construed as a duty.
(o) Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Collateral Agent hereunder, the Collateral Agent shall not have any duty or responsibility to provide any Lender with any other information concerning the Borrower, the servicer or any other parties to any related documents which may come into the possession of the Collateral Agent or any of its officers, directors, employees, agents, representatives or attorneys-in-fact.
(p) If the Collateral Agent requests instructions from the Borrower or the Lenders with respect to any action or omission in connection with this Agreement, the Collateral Agent shall be entitled (without incurring any liability therefor) to refrain from taking such action and continue to refrain from acting unless and until the Collateral Agent shall have received written instructions from the Borrower or the Lenders, as applicable, with respect to such request.
(q) In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the Collateral Agent is required to obtain, verify and record certain information relating to individuals and entities which maintain a business relationship with the Collateral Agent. Accordingly, each of the parties agrees to provide to the Collateral Agent upon its request from time to time such identifying information and documentation as may be available for such party in order to enable the Collateral Agent to comply with Applicable Law.
(r) In no event shall the Collateral Agent be liable for any failure or delay in the performance of its obligations under this Agreement or any related documents because of circumstances beyond the Collateral Agent’s control, including, but not limited to, a failure, termination, or suspension of a clearing house, securities depositary, settlement system or central payment system in any applicable part of the world or acts of God, flood, war (whether declared or undeclared), civil or military disturbances or hostilities, nuclear or natural catastrophes, political unrest, explosion, severe weather or accident, earthquake, terrorism, fire, riot, labor disturbances, strikes or work stoppages for any reason, embargo, government action, including any laws, ordinances, regulations or the like (whether domestic, federal, state, county or municipal or foreign) which delay, restrict or prohibit the providing of the services contemplated by this Agreement or any related documents, or the unavailability of communications or computer facilities, the failure of equipment or interruption of communications or computer facilities, or the unavailability of the Federal Reserve Bank wire or telex or other wire or communication facility, or any other causes beyond the Collateral Agent’s control whether or not of the same class or kind as specified above.
(s) The Collateral Agent shall not be liable for failing to comply with its obligations under this Agreement in so far as the performance of such obligations is dependent upon the timely receipt of instructions and/or other information from any other Person which are not received or not received by the time required.
(t) The Collateral Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other related document if such action (A) would, in the reasonable opinion of the Collateral Agent, in good faith (which may be based on the advice or opinion of counsel), be contrary to applicable Law, this Agreement or any other related document, or (B) is not provided for in this Agreement or any other related document.
(u) The Collateral Agent shall not be required to take any action under this Agreement or any related document if taking such action (A) would subject the Collateral Agent to a tax in any jurisdiction where it is not then subject to a tax, or (B) would require the Collateral Agent to qualify to do business in any jurisdiction where it is not then so qualified.
(v) Notwithstanding anything contained in this Agreement or any other Transaction Document to the contrary, the Collateral Agent shall be under no obligation (i) to monitor, determine or verify the unavailability or cessation of One-Month LIBOR (or other applicable benchmark interest rate), or whether or when there has occurred, or to give notice to any other Person of the occurrence of, any date on which such rate may be required to be transitioned or replaced in accordance with the terms of the Transaction Documents, applicable law or otherwise, (ii) to select, determine or designate any replacement to such rate, or other successor or replacement benchmark index, or whether any conditions to the designation of such a rate have been satisfied, (iii) to select, determine or designate any modifier to any replacement or successor index, or (iv) to determine whether or what any amendments to this Agreement or the other Transaction Documents are necessary or advisable, if any, in connection with any of the foregoing.
(w) The Collateral Agent shall neither be responsible for, nor chargeable with, knowledge of the terms and conditions of any other agreement, instrument, or document other than this Agreement or any other Transaction Document to which it is a party, whether or not an original or a copy of such agreement has been provided to the Collateral Agent.
Appears in 1 contract
Samples: Loan and Security Agreement (Oportun Financial Corp)
Rights of the Collateral Agent. (ia) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated to communicate with or deal in any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent may conclusively rely on any statement by the Trustee or the applicable Additional Pari Passu Agent as to such matterTrustee.
(iib) The Collateral Agent may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any attorney or agent appointed with due care.
(iiic) The Collateral Agent shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Agreement or any other Security Collateral Document. Whenever in the administration of the Indenture, this Agreement or any Security Collateral Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate. In no event shall the Collateral Agent be liable under or in connection with the Indenture, this Agreement or other Collateral Documents for indirect, special, incidental, punitive or consequential losses or damages of any kind whatsoever, including but not limited to lost profits, whether or not foreseeable, even if the Collateral Agent has been advised of the possibility thereof and regardless of the form of action in which such damages are sought.
(ivd) Unless otherwise specifically provided in the Indenture, this Agreement or any other Security Collateral Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(ve) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture, this Agreement or any other Security Collateral Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vif) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(viig) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Collateral Document.
(viiih) The Collateral Agent may request that the Issuers Grantors deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to the Indenture, this Agreement or any other Security Collateral Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.
(ixi) The permissive In connection with exercising any right or discretionary duty hereunder or under any of the Collateral Documents, the Collateral Agent shall be entitled to take or refrain from rely upon the direction of the Holders of a majority in aggregate principal amount of the Securities. The Collateral Agent shall not have any liability for taking any actions enumerated in action at the direction of such party, or for any failure or delay of any such party to provide timely direction to the Collateral Agent. Notwithstanding any other provision of this Agreement, (i) any such direction may not conflict with any rule of law or with this Agreement or any other Security Document and (ii) the Collateral Agent shall not be construed required to take any action that it determines might involve it in liability (unless the Collateral Agent has received satisfactory indemnity or security against such liability).
(j) The Collateral Agent shall enjoy all the same rights, protections, immunities and indemnities granted to it and to the Trustee under the Indenture as a dutythough set forth in full herein (with any references to the Trustee therein being deemed to refer to the Collateral Agent). In performing its functions and duties solely under this Agreement, the Collateral Agent shall act solely as the agent of the Secured Parties and does not assume, nor shall be deemed to have assumed, any obligation or relationship of trust with or for the Secured Parties.
(k) The Collateral Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts.
Appears in 1 contract
Samples: Pledge and Security Agreement (Kv Pharmaceutical Co /De/)
Rights of the Collateral Agent. (a) If an Event of Default shall occur and be continuing, (i) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not have the right to receive and shall receive any and all cash distributions or dividends paid in respect of the Collateral and make application thereof to the Obligations in such order as it may determine, and (ii) to the extent permitted by applicable law, all shares or certificates of or evidencing the Interests and the Pledged Stock shall be obligated to communicate with or deal registered in any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount name of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent or its nominee, and (whether or not so registered) the Collateral Agent or its nominee may conclusively rely on any statement by thereafter exercise (A) all voting, corporate, member, manager and other rights pertaining to the Trustee Interests or the applicable Additional Pari Passu shares of the Pledged Stock, as the case may be, and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Interests or such shares of the Pledged Stock, as the case may be, as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Interests or the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of any of the Subsidiaries, or upon the exercise by any Pledgor or the Collateral Agent as of any right, privilege or option pertaining to such matter.
(ii) The shares or certificates of or evidencing the Interests or the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Interests or the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Collateral Agent may act through its attorneys and agents shall have no duty to exercise any such right, privilege or option and shall not be responsible for the misconduct any failure to do so or negligence of any attorney or agent appointed with due caredelay in so doing.
(iiib) The rights of the Collateral Agent hereunder shall not be conditioned or contingent upon the pursuit by the Collateral Agent of any right or remedy against any Subsidiary, or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any other collateral security therefor, guarantee thereof or right of offset with respect thereto. The Collateral Agent shall not be liable for any action failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall it takes be under any obligation to sell or omits to take in good faith that it believes to be authorized or within otherwise dispose of any Collateral upon the rights or powers conferred upon it by this Agreement request of any Pledgor or any other Security Document. Whenever in the administration of this Agreement Person or any Security Document the Collateral Agent shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, conclusively rely upon an Officers’ Certificate.
(iv) Unless otherwise specifically provided in this Agreement or take any other Security Document, any demand, request, direction or notice from any Grantor shall be sufficient if evidenced by an Officer’s Certificate.
(v) The Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement or any other Security Document at the request or direction of any of the Secured Parties unless such Secured Parties shall have offered action whatsoever with regard to the Collateral Agent reasonable security and indemnity reasonably satisfactory to the Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction.
(vi) The Collateral Agent shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.
(vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document.
(viii) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded
(ix) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a dutypart thereof.
Appears in 1 contract
Samples: Senior Secured Acquisition Term Loan Credit Agreement (El Paso Energy Partners Lp)
