Examples of Authorized Term Collateral Agent in a sentence
Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other Term Security Document by or through any one or more sub-agents appointed by the Authorized Term Collateral Agent and shall not be responsible for the negligence of such sub-agents appointed with reasonable care.
Notwithstanding the equal priority of the Liens securing each Series of Term Obligations, the Authorized Term Collateral Agent may, subject to the ABL Intercreditor Agreement, deal with the Common Collateral as if such Authorized Term Collateral Agent had a senior Lien on such Common Collateral.
As between the Term Secured Parties, the Authorized Term Collateral Agent shall have the right, but no obligation, to adjust or settle any insurance policy or claim covering or constituting Common Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral.
The Authorized Term Collateral Agent may consult with legal counsel (who may include, but shall not be limited to counsel for Holdco, counsel for the Synthetic Letter of Credit Facility Agent or counsel for the Notes Collateral Agent), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
Very truly yours, WILMINGTON TRUST FSB as Authorized Term Collateral Agent By: Name: Title: cc: [name of Lien Grantor] EXHIBIT G to Security Agreement SECURITIES ACCOUNT CONTROL AGREEMENT SECURITIES ACCOUNT CONTROL AGREEMENT dated as of , among (the “Lien Grantor”), JPMORGAN CHASE BANK, N.A., as Agent (the “Secured Party”), and (the “Securities Intermediary”).
Furthermore, (a) the rights of the Trustee to direct the Collateral Agent to exercise remedies with respect to the Collateral are subject in all respects to the Term Intercreditor Agreement and (b) the rights of the Collateral Agent, in its capacity as Authorized Term Collateral Agent to exercise remedies with respect to the Collateral are subject in all respects to the ABL Intercreditor Agreement, notwithstanding any directions received from the Holders of the Notes and any other Term Obligations.
The Authorized Term Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person.
No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Authorized Term Collateral Agent or any Controlling Secured Party or any other exercise by the Authorized Term Collateral Agent or any Controlling Secured Party of any rights and remedies relating to the Common Collateral, or to cause the Collateral Agent to do so.
Very truly yours, WILMINGTON TRUST FSB as Authorized Term Collateral Agent By: Name: Title: cc: [name of Lien Grantor] EXHIBIT H to Security Agreement DEPOSIT ACCOUNT CONTROL AGREEMENT DEPOSIT ACCOUNT CONTROL AGREEMENT dated as of , among (the “Lien Grantor”), JPMORGAN CHASE BANK, N.A., as Agent (the “Secured Party”), and (the “Bank”).
The Authorized Term Collateral Agent and each Authorized Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any Term Secured Party or any other Person as a result of such determination.