Duties of Collateral Agent. Subject to the Collateral Agent having been directed to take such action in accordance with the terms of this Agreement, each Creditor hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of the Collateral Documents and any other instruments, documents and agreements referred to in the Collateral Documents and to exercise such powers under the Collateral Documents as are specifically delegated to the Collateral Agent by the terms of the Collateral Documents and such other powers as are reasonably incidental thereto. Subject to the provisions of Section 11 of this Agreement, the Collateral Agent is hereby irrevocably authorized to take all actions on behalf of the Creditors to enforce the rights and remedies of the Collateral Agent and the Creditors provided for in the Collateral Documents or by applicable law with respect to the liens upon and security interests in the Collateral granted to secure the Obligations or the other rights and remedies granted to the Collateral Agent pursuant thereto, provided, however, that, notwithstanding any provision to the contrary in any Collateral Documents, (i) the Collateral Agent shall act solely at and in accordance with the written direction of the Required Creditors, (ii) the Collateral Agent shall not, without the written consent of all of the Qualified Creditors, release or terminate by affirmative action or consent any lien upon or security interest in any Collateral granted under any Collateral Documents (except (x) upon (1) dispositions of Collateral by a Grantor and (2) removal of the Material Subsidiary (as defined in the Bank Credit Agreement) designation of a Subsidiary (as defined in the Bank Credit Agreement), in each case as permitted in accordance with the terms of all of the Senior Indebtedness Documents and prior to the occurrence of an Event of Default, (y) upon disposition of such Collateral after an Event of Default pursuant to direction given under clause (i) of this Section 2(b) and (z) to the extent authorized under the provisions of the last sentence of Section 12.1 of the Bank Credit Agreement, paragraph 11V of the Prudential Note Purchase Agreement and paragraph 11V of the NY Life Note Purchase Agreement), and (iii) the Collateral Agent shall not accept any Obligations in whole or partial consideration for the disposition of any Collateral without the written consent of all of the Qualified Creditors. The Collateral Agent agrees to make suc...
Duties of Collateral Agent. (a) The Collateral Agent is hereby appointed by the Borrower as the Collateral Agent for the Secured Parties. The Collateral Agent shall only act at the direction of the Trustee, subject to its rights herein. The Collateral Agent shall be merely an agent and have no fiduciary duties to the Trustee, the Noteholders or the CVR Holders. The Collateral Agent may refuse to follow any direction that conflicts with law or this Agreement or that may result in personal liability to the Collateral Agent. Prior to taking any action under this Agreement, the Collateral Agent will be entitled to indemnification or security satisfactory to it in its sole discretion against all losses, liabilities, fees and expenses caused by taking or not taking such action in accordance herewith.
(i) The duties of the Collateral Agent shall be determined solely by the express provisions of this Agreement and the Collateral Agent need perform only those duties that are specifically set forth in this Agreement and no others, and no implied covenants or obligations shall be read into this Agreement or the Security Documents against the Collateral Agent.
(ii) In the absence of bad faith on its part, the Collateral Agent may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Collateral Agent.
(iii) The Collateral Agent shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Collateral Agent was grossly negligent in ascertaining the pertinent facts.
(iv) The Collateral Agent shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to this Agreement.
(b) No provision of this Agreement or any other Finance Document shall require the Collateral Agent to expend or risk its own funds or incur any liability in the performance of any of its duties hereunder.
(c) The Collateral Agent shall not be liable for interest on any money received by it or to make any investments. Money held by the Collateral Agent need not be segregated from other funds.
(d) The Collateral Agent shall not be deemed to have notice or any knowledge of any matter (including without limitation Events of Default) unless a Responsible Officer of the Collateral Agent, has received written notice thereof (addressed as provided in Section 6.1), and such notice clearly references the No...
Duties of Collateral Agent. The Collateral Agent shall have no duty to monitor the Servicer nor any liability for the actions or inactions of the Servicer, provided that nothing in this Section 9.05 shall excuse the Collateral Agent from performing its obligations under this Agreement.
Duties of Collateral Agent. (a) In the event that a Responsible Officer of the Collateral Agent shall have received written notice from a Senior Creditor or any of the Obligors of an Event of Default, the Collateral Agent shall give prompt written notice of such Event of Default to each Senior Creditor. Subject to the terms of Section 5.2(g), the Collateral Agent shall take such action or refrain from taking such action as the Collateral Agent shall be directed pursuant to a Notice of Actionable Default. The term “Responsible Officer” of the Collateral Agent shall mean (i) any officer of the Collateral Agent which is a loan officer on the account of the Obligors under the New Bank Agreement, (ii) any other officer which has direct or indirect supervisory responsibility of the account of the Obligors under the New Bank Agreement, and (iii) any Person to whom notice may be given on behalf of the Collateral Agent under Section 6 hereof.
(b) The Collateral Agent shall not have any duty or obligation to take or refrain from taking any action under, or in connection with, this Agreement, except as expressly provided by the terms and conditions of this Agreement, or expressly provided in written instructions received pursuant to the terms of this Agreement.
(c) The Collateral Agent may, but shall not be under any obligation to, take any action which is discretionary with the Collateral Agent or otherwise requires judgment to be made by the Collateral Agent under the provisions hereof, except on written request by the Senior Creditors.
Duties of Collateral Agent. The Collateral Agent undertakes to perform only such duties as are expressly set forth herein. The duties and responsibilities of the Collateral Agent hereunder shall be determined solely by the express provisions of this Agreement and no other or further duties or responsibilities shall be implied.
Duties of Collateral Agent. The powers conferred on Collateral Agent hereunder are solely to protect its interests in the Pledged Collateral and shall not impose on it any duty to exercise such powers. Except as provided in Section 9-207 of the Code, Collateral Agent shall have no duty with respect to the Pledged Collateral or any responsibility for taking any necessary steps to preserve rights against any Persons with respect to any Pledged Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Collateral in its possession if such Pledged Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property, which shall be no less than the treatment employed by a reasonable and prudent agent in the industry.
Duties of Collateral Agent. Notwithstanding any provision contained in this Agreement, neither Collateral Agent nor any member of the holders of the Notes shall have any duty to exercise any of the rights, privileges or powers afforded to it and shall not be responsible to Debtor or any other Person for any failure to do so or delay in doing so.
Duties of Collateral Agent. Except as set forth in Section 3(f), the Collateral Agent agrees that it will not release Liens or Collateral, as shown in the current books and records of the Collateral Agent, commence Enforcement or take any other action as Collateral Agent to perfect, re-perfect or otherwise maintain in existence any Lien on any item of Collateral under any Security Document without the direction of the Majority Benefited Parties. Each Benefited Party shall notify the Collateral Agent of any transfer of such Benefited Party's Benefited Obligations and of the identity of the transferee thereof. The Collateral Agent shall treat a Person as a Benefited Party upon receipt by the Collateral Agent of written notice of such Person's status as such. The Collateral Agent agrees to administer the Security Documents and the Collateral as directed in writing by the Majority Benefited Parties, to endeavor to collect and disburse funds as provided herein, and to make such demands and give such notices under the Security Documents as the Majority Benefited Parties may from time to time request in writing, and to take such action to enforce the Security Documents and to endeavor to realize upon, collect and dispose of the Collateral or any portion thereof as may be directed in writing by the Majority Benefited Parties, provided, in each instance, such action does not conflict with the terms of this Agreement or the Security Documents.
Duties of Collateral Agent. Notwithstanding any provision contained in this Agreement, none of Collateral Agent, the Noteholders or the Trustee shall have any duty to exercise any of the rights, privileges or powers afforded to it and shall not be responsible to Debtor or any other Person for any failure to do so or delay in doing so. None of Collateral Agent, the Noteholders or the Trustee shall have any duty or liability to exercise or preserve any rights, privileges or powers pertaining to the Trademark Collateral other than the exercise of commercially reasonable behavior in accordance with applicable law.
Duties of Collateral Agent. USActive 55125247.5
