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 fa...
Rights of the Collateral Agent. Notwithstanding anything contained herein, the Parties agree that this Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and accordingly each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agents under the Charge and Security Deposit over Bank Accounts Agreement and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Agreement as if set out in full herein.
Rights of the Collateral Agent. In the event of any conflict between any terms and provisions set forth in this Agreement and those set forth in any other Security Document, the terms and provisions of this Agreement shall supersede and control the terms and provisions of such other Security Document. In the event there is any bona fide, good faith disagreement between the other parties to this Agreement or any of the other Security Documents resulting in adverse claims being made in connection with Collateral held by the Collateral Agent and the terms of this Agreement or any of the other Security Documents do not unambiguously mandate the action the Collateral Agent is to take or not to take in connection therewith under the circumstances then existing, or the Collateral Agent is in doubt as to what action it is required to take or not to take hereunder or under the other Security Documents, it will be entitled to refrain from taking any action (and will incur no liability for doing so) until directed otherwise in writing by a request signed jointly by the parties hereto entitled to give such direction or by order of a court of competent jurisdiction.
Rights of the Collateral Agent. In addition to all of its other rights herein including under Articles IX and X, under the other Transaction Documents or at Law or in equity, the Administrative Agent and Collateral Agent shall have the other following rights set forth in this Section 8.3:
Rights of the Collateral Agent. Notwithstanding anything contained herein, the Parties agree that this Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and accordingly each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agents under the Quota Charge Agreement and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Agreement as if set out in full herein. (a továbbiakban: “Kivonat”) amely az xxxxxx xxxxx xxxxxx xxxxxxx Xxxxxxxxxx, 0000. február 9. napján létrejött módosító szerződés (a továbbiakban: “Szerződés”) alapján: (hereinafter referred to as the “Extract”), which has been prepared on the basis of the amendment agreement entered into by and between the parties named below in Budapest on 9 February 2011 (hereinafter referred to as the “Agreement”):
(1) A Wilmington Trust (London) Limited, amelynek székhelye 0 Xxxxx Xxxxxx Xxxxx, Xxxxxx XX0X 0XX, Egyesült Királyság cím alatt található, képviseli __________________________, meghatalmazás alapján,
(1) Wilmington Trust (London) Limited, having its registered office at: 0 Xxxxx Xxxxxx Xxxxx, Xxxxxx XX0X 0XX, Egyesült Királyság, represented by __________________________, under a power of attorney, mint zálogjogosult (a továbbiakban: “Zálogjogosult”) as chargee (hereinafter referred to as the “Chargee”), valamint and
Rights of the Collateral Agent. The Collateral Agent shall be entitled to all of the same rights, protections, immunities and indemnities set forth in the Collateral Agency Agreement as if specifically set forth herein.
Rights of the Collateral Agent. Notwithstanding anything to the contrary in this Agreement, the Collateral Agent and/or the Custodian shall have the right to reject or return any Security transferred to any Collateral Account to the extent that it has determined, with the advice of its counsel (which may be in-house counsel), that acceptance of such Security as Collateral or otherwise, would violate or conflict with any law, treaty, rule or regulation or determination of any Governmental Authority or other requirements of law binding upon the Collateral Agent or the Custodian.
Rights of the Collateral Agent. At any time:
(a) The Collateral Agent may notify the Obligors of the Purchased Receivables, or any of them, of Triple-A's ownership interest in the Purchased Assets and direct such Obligors, or any of them, that payment of all amounts payable under any Purchased Receivable be made directly to Triple-A or its designee (including, without limitation, the Collateral Agent).
(b) The Seller shall, at the Collateral Agent's or Triple-A's request and at the Seller's expense, give notice of Triple-A's interest in the Purchased Assets to each Obligor (in substantially the form of the Notice of Assignment) and direct that payments be made directly to Triple-A or its designee (including, without limitation, the Collateral Agent).
(c) The Seller shall, at the Collateral Agent's request, assemble all Records which the Collateral Agent reasonably believes are necessary or appropriate for the administration and enforcement of the Purchased Assets, and shall make the same available to the Collateral Agent at a place selected by the Collateral Agent or its designee.
(d) Each of the Seller and Triple-A hereby authorize the Collateral Agent to take any and all steps in the Seller's name and on behalf of the Seller necessary or desirable, in the determination of the Collateral Agent, to collect all amounts due under any and all Purchased Receivables or Related Security related thereto, including, without limitation, endorsing the Seller's name on checks and other instruments representing Collections and enforcing such Purchased Receivables and the related Contracts.
Rights of the Collateral Agent. In the event there is any bona fide, good faith disagreement between the other parties to this Agreement or any of the other Security Documents resulting in adverse claims being made in connection with Pledged Collateral held by the Collateral Agent and the terms of this Agreement or any of the other Security Documents do not unambiguously mandate the action the Collateral Agent is to take or not to take in connection therewith under the circumstances then existing, or the Collateral Agent is in doubt as to what action it is required to take or not to take hereunder, it will be entitled to refrain from taking any action (and will incur no liability for doing so) until directed otherwise in writing by a request signed by each Secured Debt Representative or by order of a court of competent jurisdiction.
Rights of the Collateral Agent. For the avoidance of doubt, notwithstanding anything contained herein, each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agent under the Reaffirmed Security Documents and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Agreement as if set out in full herein.
