Action by the Collateral Agent Sample Clauses
Action by the Collateral Agent. Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Collateral 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 rights pertaining thereto. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith and with reasonable care. Neither the Trustee nor Collateral Agent shall be responsible for (i) the existence, genuineness or value of any of the Collateral; (ii) the validity, perfection, priority or enforceability of the Liens intended to be created by this Indenture or the Security Documents in any of the Collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder (except to the extent such action or omission constitutes gross negligence or willful misconduct on the part of the Collateral Agent (as determined by a final non-appealable order of a court of competent jurisdiction not subject to appeal)); (iii) the sufficiency of the Collateral; (iv) the validity of the title of the Company and the Guarantors to any of the Collateral; (v) insuring the Collateral; (vi) any action taken or omitted to be taken by it under or in connection with this Indenture or the transactions contemplated hereby (except for its own gross negligence or willful misconduct as determined by a final nonappealable order of a court of competent jurisdiction) or (vii) any recital, statement, representation, warranty, covenant or agreement made by the Company or any Affiliate of the Company, or any officer or Affiliate thereof, contained in the Indenture Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the Collateral Agent under or in connection with, the Indenture Documents. The Company and the Guarantors shall be responsible for the maintenance of the Collateral and for the payment of taxes, charges or assessments upon the Collateral. For the avoidance of doubt, not...
Action by the Collateral Agent. In each case that the Collateral Agent may or is required hereunder or under any Collateral Document to take any action (an “Action”), including to make any determination, to give consents, to exercise rights, powers or remedies, to release or sell Collateral or otherwise to act hereunder or under any Collateral Document, the Collateral Agent may seek direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes; provided that all Actions so taken shall, at all times, be in compliance with the requirements of the Intercreditor Agreement. The Collateral Agent shall not be liable with respect to any Action taken or omitted to be taken by it in accordance with the direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes. If the Collateral Agent shall request direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes with respect to any Action, the Collateral Agent shall be entitled to refrain from such Action unless and until the Collateral Agent shall have received direction from the Holders of a majority in aggregate principal amount of the then outstanding Notes and security or an indemnification satisfactory to the Collateral Agent, and the Collateral Agent shall not incur liability to any Person by reason of so refraining. Notwithstanding anything to the contrary in this Indenture or any Collateral Document, in no event shall the Collateral Agent be responsible for, or have any duty or obligation with respect to, the recording, filing, registering, perfection, protection or maintenance of the security interests or Liens intended to be created by this Indenture or the Collateral Documents (including the preparation, filing or continuation of any Uniform Commercial Code financing or continuation statements or similar documents or instruments), nor shall the Collateral Agent be responsible for, and the Collateral Agent makes no representation regarding, the validity, enforceability, effectiveness or priority of any of the Collateral Documents or the security interests or Liens intended to be created thereby.
Action by the Collateral Agent. The obligations of the Collateral Agent hereunder and under the Collateral Documents are only those expressly set forth herein and therein.
Action by the Collateral Agent. 5.8.1 The Collateral Agent may at any time request Requisite Instructions from the applicable GAA Finance Parties with respect to any decision, consent, approval, waiver, discretion or action (including the failure to act) which, by the terms of this Agreement or any of the Consolidated Transaction Documents, the Collateral Agent is permitted or required to make, grant, exercise or take, as the case may be, and the Collateral Agent shall be absolutely entitled to refrain from making such decision, exercising such discretion, taking such action or withholding any such consent, approval or waiver and shall not be under any liability whatsoever as a result thereof unless and until it shall have received such Requisite Instructions in fulfilling the Project Financing Duty Requirement.
5.8.2 The Collateral Agent shall be entitled to use its discretion in accordance with the Collateral Agent Standard with respect to exercising or refraining from exercising any right which may be vested in it by, and with respect to taking or refraining from taking any action which it may be able to take under or in respect of, any Muskrat/LTA Project Finance Document or Guarantee Transaction Document, unless the Collateral Agent has received Requisite Instructions in fulfilling the Project Financing Duty Requirement with respect to any Project Financing Duties or GAA Duties in which case the Collateral Agent shall act in accordance with the Requisite Instructions, provided, however, that the Collateral Agent shall exercise any right under Section 14.2 of the Muskrat/LTA Project Finance Agreement without being expressly instructed to do so by Canada.
5.8.3 The Collateral Agent shall incur no obligation under or in respect of the Consolidated Transaction Documents with respect to anything which it may do or refrain from doing in accordance with the Collateral Agent Standard, acting reasonably, except for losses and expenses to the extent a final judgment determines that such losses and expenses resulted primarily from the Collateral Agent's gross negligence or wilful misconduct.
5.8.4 The Collateral Agent shall in all cases be fully protected:
5.8.4.1 in acting or refraining from acting under any Consolidated Transaction Document in accordance with the Requisite Instructions obtained in fulfilling the Project Financing Duty Requirement and any action taken or failure to act pursuant to such instructions shall be binding on all the GAA Finance Parties; and
5.8.4.2 in executing any ...
Action by the Collateral Agent. Beyond the exercise of reasonable care in the custody thereof, the Collateral Agent shall have no duty as to any Collateral 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 rights pertaining thereto. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property and shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith and with reasonable care. Neither the Representative nor the Collateral Agent shall be responsible for (i) the existence, genuineness or value of any of the Collateral; (ii) the validity, perfection, priority or enforceability of the Liens intended to be created by this Agreement or the Security Documents in any of the Collateral, whether impaired by operation of law or by reason of any action or omission
Action by the Collateral Agent. In each and every case the Collateral Agent is required to act or refrain from acting hereunder it shall be at the written direction of the Required Holders in accordance with the terms and conditions of the Collateral Agency Agreement. Any and all such actions or inaction hereunder by the Collateral Agent shall be covered by all of the rights and indemnities set forth in the Collateral Agency Agreement as if they were fully set forth herein.
Action by the Collateral Agent. (a) The Collateral Agent may carry out any of its duties under this Pledge Agreement by or through its agents, officers or employees. Neither the Collateral Agent nor any of its agents, officers or employees shall be (i) liable to the Pledgor or the Creditors or Jurick for any action tak▇▇ ▇▇ omitted to be taken by it or them in good faith, (ii) responsible for the consequence of any oversight or error of judgment or (iii) answerable for any loss unless any of the foregoing shall happen through its or their gross negligence or willful misconduct.
(b) Whenever the Collateral Agent may deem it necessary or prudent in order either to conform to any law of any jurisdiction in which all or any part of the Collateral shall be situated or to exercise any of its rights under this Pledge Agreement, the Pledgor shall execute and deliver a supplemental agreement and all other instruments and agreements necessary or proper to constitute another bank or trust company to act hereunder, in any such case with such powers as may be provided in such supplemental agreement, and to vest in such bank or trust company any property, title, right or power of the Collateral Agent deemed necessary or advisable by the Collateral Agent.
Action by the Collateral Agent. The Collateral Agent shall not take any action under this Agreement, including in connection with Collateral and the enforcement or exercise of any remedies in respect of the Secured Obligations, and shall not be obligated to take any such action, except to the extent expressly specified in a written notice received by the Collateral Agent signed by other Secured Parties holding not less than a majority of the outstanding amount of the Secured Obligations. All actions taken by the Collateral Agent in accordance with this Section 4.2, shall be binding upon all Secured Parties; provided, however, that the foregoing shall not be deemed a waiver of any rights of the Secured Parties against any other party hereto with respect to the taking of such action.
Action by the Collateral Agent. The obligations of the Collateral Agents hereunder are only those expressly set forth herein. Without limiting the generality of the foregoing, neither Collateral Agent shall be required to take any action with respect to any Default, except as expressly provided herein.
Action by the Collateral Agent. The duties of the Collateral Agent shall be mechanical and administrative in nature. The Collateral Agent shall not have by reason of this Agreement a fiduciary relationship in respect of any Purchaser. Nothing in this Agreement or any of the Note Documents is intended to or shall be construed to impose upon the Collateral Agent any obligations in respect of this Agreement or any of the Note Documents except as expressly set forth herein or therein.