Certain Rights of Collateral Agent. (a) The Collateral Agent’s duties under the respective Collateral Documents are solely mechanical and administrative in nature. The Collateral Agent shall have no other duties save as expressly provided for in the respective Collateral Documents and this Indenture. (b) The Collateral Agent may act in relation to the Collateral Documents, respectively, through their Affiliates, officers, employees and agents and the Collateral Agent shall not be liable for any error of judgment made by any such person. (c) The Collateral Agent is not obliged to do or omit to do anything if it would or might in their opinion constitute a breach of any law or duty of confidentiality. (d) The Collateral Agent is not responsible for the adequacy, accuracy and/or completeness of any information supplied by the Parent, the Company or any other person, as applicable, given in or in connection with the Collateral Documents. (e) The Collateral Agent shall not be bound to enquire: (1) whether or not any Default or Event of Default has occurred; (2) as to the performance, default or any breach by any party of its obligations under any of the Collateral Documents; or (3) whether any other event specified in any of the Collateral Documents has occurred. (f) The Collateral Agent shall be obligated to perform such duties and only such duties as are specifically set forth in this Indenture, the Intercreditor Agreement and the other Collateral Documents to which it is a party, and no implied duties or obligation shall be read against the Collateral Agent. The Collateral Agent shall not be liable for any cost, loss or liability incurred by any person as a consequence of the Collateral Agent having taken or having omitted to take any action under or in connection with the respective Collateral Documents to which they are a party to, unless directly caused by the Collateral Agent’s fraud, gross negligence or willful misconduct; (g) The Collateral Agent shall not be liable for any failure to: (1) require the deposit with it of any deed or document certifying, representing or constituting the title of the Parent in respect of the Collateral; (2) obtain any license, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any of the Collateral Documents; (3) register, file or record or otherwise protect any of the Collateral created under any of the Collateral Documents under any applicable laws in any jurisdiction or to give notice to any person of the execution of any of the Collateral Documents; (4) take any steps to perfect its title to any of the Collateral, or to render the security effective or to secure the creation of any ancillary security under the laws of any jurisdiction; or (5) require any further assurances in relation to any of the Collateral Documents. (h) The Collateral Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that the Parent or the Company may have to the Collateral, and shall not be liable for or bound to require the Parent or the Company, as the case may be, to remedy any defect in its right or title. (i) The Collateral Agent may delegate by power of attorney or otherwise to any person all or any of the rights, powers and discretions vested in them by the Collateral Documents. The Collateral Agent shall not be bound to monitor or supervise, or be in any way responsible for any loss incurred by reason of any acts, omissions, misconduct or default on the part of any such delegate or sub-delegate selected with due care. (j) The Collateral Agent is not responsible for and will make no investigation as to the title, ownership, value, sufficiency or existence of the Collateral. (k) The Collateral Agent is not responsible for and will make no investigation as to the existence, accuracy or sufficiency of any legal or other opinions, searches, reports, certificates, valuations or investigations given or required in connection with the Collateral. (l) The Collateral Agent is not responsible for the creditworthiness or solvency of the Parent or the Company. (m) The Collateral Agent shall have no obligation or duty to monitor, supervise, determine or inquire as to the performance (financial or otherwise) of the Parent or the Company, or the Parent’s or the Company’s performance of, or failure to perform, the obligations, duties and covenants set forth in any of the Collateral Documents. (n) The Collateral Agent is entitled to seek directions as to the exercise of any of their powers from the Trustee and to seek clarification of any instruction previously given and shall incur no liability for any action they take or refrains from taking in accordance with the directions of the Trustee. The Collateral Agent is entitled to refrain from acting if they receive unclear, inconsistent or conflicting instructions. (o) Nothing in the Collateral Documents shall be construed to relieve the Collateral Agent from liability for its own fraud, gross negligence or willful misconduct. (p) The Company and the Parent agree to jointly and severally pay to the Collateral Agent from time to time compensation for their acceptance of this Indenture and of the Collateral Documents and services under this Indenture and the Collateral Documents pursuant to a written fee agreement. The Collateral Agent’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company and the Parent will jointly and severally reimburse the Collateral Agent promptly upon request for all properly incurred disbursements, advances and expenses incurred or made by them in addition to the compensation for their services. Such expenses will include the properly incurred compensation, disbursements and expenses of the Collateral Agent’s agents, counsel and other Persons not regularly within their employ. (q) The Company and the Parent agree to be jointly and severally responsible for and indemnify the Collateral Agent and its agents, employees, delegates, employees, officers and directors against any and all losses, liabilities or expenses (including legal fees and expenses) incurred by them arising out of or in connection with the acceptance or administration of their duties under this Indenture, the Notes, the Intercreditor Agreement and the Collateral Documents, including the properly incurred fees, costs and expenses of enforcing the Collateral Documents against the Company and the Parent and defending themselves against any claim (whether asserted by the Company, the Parent, any Holder or any other Person) or liability in connection with the exercise or performance of any of their powers or duties thereunder, except to the extent any such loss, liability or expense may be attributable to their gross negligence, fraud or willful misconduct. (r) The obligations of the Company and the Parent under Sections 10.10(p) to (s) and Section 7.02(j) will survive the satisfaction and discharge of this Indenture, the redemption or maturity of the Notes, and the resignation or termination of appointment of the Collateral Agent. (s) To secure the Company’s and the Parent’s payment obligations in Sections 10.10(p) to (s), the Collateral Agent will have a Lien prior to the Notes on all money or property held or collected by the Collateral Agent, except that held in trust to pay principal of, premium on, if any, and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture. The Collateral Agent may at any time resign by giving written notice of its resignation but without giving any reason to the Company and the Trustee and specifying the date on which its resignation shall become effective; provided that such date shall be at least 45 days after the date on which such notice is given unless the Company agrees to accept shorter notice. Upon receiving such notice of resignation, if required by this Indenture, the Company shall promptly appoint a successor collateral agent by written instrument substantially in the form hereof in triplicate signed on behalf of the Company, one copy of which shall be delivered to the resigning Collateral Agent, one copy to the successor collateral agent and one copy to the Trustee. Upon the effectiveness of the appointment of a successor collateral agent, the retired Collateral Agent shall have no further obligations under this Indenture. If no successor is appointed by the Company within 30 days of the resignation of the Collateral Agent, (i) the retiring Collateral Agent may, on behalf of and at the expenses of the Company, appoint its successor or (ii) the retiring Collateral Agent or the Company may petition any court of competent jurisdiction for the appointment of a successor collateral agent. If the Collateral Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor collateral agent without the execution or filing of any paper with any Person or any further act on the part of any Person.
Appears in 1 contract
Sources: Indenture (Azure Power Global LTD)
Certain Rights of Collateral Agent. (a) The In addition to, and not by way of limitation of, the granting of a security interest in the Collateral pursuant hereto, each Grantor, effective upon the occurrence and during the continuation of an Event of Default and upon written notice from Collateral Agent’s duties under , shall grant, sell, convey, transfer, assign and set over to Collateral Agent, for its benefit and the respective Collateral Documents are solely mechanical ratable benefit of Secured Parties, all of such Grantor's right, title and administrative interest in nature. The and to the Intellectual Property to the extent necessary to enable Collateral Agent to use, possess and realize on the Collateral and to enable any successor or assign to enjoy the benefits of the Collateral. This right and license shall have no other duties save as expressly provided for in inure to the respective Collateral Documents benefit of all successors, assigns and this Indenture.
(b) The transferees of Collateral Agent may act and its successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in relation lieu of foreclosure or otherwise. Such right and license shall be granted free of charge, without requirement that any monetary payment whatsoever be made to such Grantor. Subject to Section 6.5A of the Revolving Credit Agreement and Section 5.5A of the Revolving Credit Agreement, each Grantor hereby grants to Collateral DocumentsAgent and its employees, respectively, through their Affiliates, officers, employees representatives and agents the right to visit such Grantor's and the Collateral Agent shall not be liable for any error of judgment made by any such person.
(c) The Collateral Agent is not obliged to do its Affiliate's or omit to do anything if it would or might in their opinion constitute a breach subcontractor's plants, facilities and other places of any law or duty of confidentiality.
(d) The Collateral Agent is not responsible for the adequacy, accuracy and/or completeness of any information supplied by the Parent, the Company or any other person, as applicable, given in or business that are utilized in connection with the Collateral Documents.
(e) The Collateral Agent shall not be bound to enquire:
(1) whether manufacture, production, inspection, storage or not any Default sale of products and services sold or Event of Default has occurred;
(2) as to the performance, default or any breach by any party of its obligations delivered under any of the Collateral Documents; or
Intellectual Property (3) whether or which were so utilized during the prior six month period), and to inspect the quality control and all other records relating thereto upon reasonable advance written notice to such Grantor and at reasonable dates and times and as often as may be reasonably requested. If and to the extent that any other event specified in any of Grantor is permitted to license the Collateral Documents has occurred.
(f) The Intellectual Property, Collateral Agent shall be obligated promptly enter into a non-disturbance agreement or other similar arrangement, at such Grantor's request and expense, with such Grantor and any licensee of any Intellectual Property permitted hereunder in form and substance reasonably satisfactory to perform Collateral Agent pursuant to which (i) Collateral Agent shall agree not to disturb or interfere with such duties licensee's rights under its license agreement with such Grantor so long as such licensee is not in default thereunder, and only (ii) such duties as are specifically set forth licensee shall acknowledge and agree that the Intellectual Property licensed to it is subject to the security interest created in this Indenture, the Intercreditor Agreement favor of Collateral Agent and the other Collateral Documents to which it is a party, and no implied duties or obligation shall be read against the Collateral Agent. The Collateral Agent shall not be liable for any cost, loss or liability incurred by any person as a consequence of the Collateral Agent having taken or having omitted to take any action under or in connection with the respective Collateral Documents to which they are a party to, unless directly caused by the Collateral Agent’s fraud, gross negligence or willful misconduct;
(g) The Collateral Agent shall not be liable for any failure to:
(1) require the deposit with it of any deed or document certifying, representing or constituting the title of the Parent in respect of the Collateral;
(2) obtain any license, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any of the Collateral Documents;
(3) register, file or record or otherwise protect any of the Collateral created under any of the Collateral Documents under any applicable laws in any jurisdiction or to give notice to any person of the execution of any of the Collateral Documents;
(4) take any steps to perfect its title to any of the Collateral, or to render the security effective or to secure the creation of any ancillary security under the laws of any jurisdiction; or
(5) require any further assurances in relation to any of the Collateral Documents.
(h) The Collateral Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that the Parent or the Company may have to the Collateral, and shall not be liable for or bound to require the Parent or the Company, as the case may be, to remedy any defect in its right or title.
(i) The Collateral Agent may delegate by power of attorney or otherwise to any person all or any of the rights, powers and discretions vested in them by the Collateral Documents. The Collateral Agent shall not be bound to monitor or supervise, or be in any way responsible for any loss incurred by reason of any acts, omissions, misconduct or default on the part of any such delegate or sub-delegate selected with due care.
(j) The Collateral Agent is not responsible for and will make no investigation as to the title, ownership, value, sufficiency or existence of the Collateral.
(k) The Collateral Agent is not responsible for and will make no investigation as to the existence, accuracy or sufficiency of any legal or other opinions, searches, reports, certificates, valuations or investigations given or required in connection with the Collateral.
(l) The Collateral Agent is not responsible for the creditworthiness or solvency of the Parent or the Company.
(m) The Collateral Agent shall have no obligation or duty to monitor, supervise, determine or inquire as to the performance (financial or otherwise) of the Parent or the Company, or the Parent’s or the Company’s performance of, or failure to perform, the obligations, duties and covenants set forth in any of the Collateral Documents.
(n) The Collateral Agent is entitled to seek directions as to the exercise of any of their powers from the Trustee and to seek clarification of any instruction previously given and shall incur no liability for any action they take or refrains from taking in accordance with the directions of the Trustee. The Collateral Agent is entitled to refrain from acting if they receive unclear, inconsistent or conflicting instructions.
(o) Nothing in the Collateral Documents shall be construed to relieve the Collateral Agent from liability for its own fraud, gross negligence or willful misconduct.
(p) The Company and the Parent agree to jointly and severally pay to the Collateral Agent from time to time compensation for their acceptance terms of this Indenture and of the Collateral Documents and services under this Indenture and the Collateral Documents pursuant to a written fee agreement. The Collateral Agent’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company and the Parent will jointly and severally reimburse the Collateral Agent promptly upon request for all properly incurred disbursements, advances and expenses incurred or made by them in addition to the compensation for their services. Such expenses will include the properly incurred compensation, disbursements and expenses of the Collateral Agent’s agents, counsel and other Persons not regularly within their employAgreement.
(q) The Company and the Parent agree to be jointly and severally responsible for and indemnify the Collateral Agent and its agents, employees, delegates, employees, officers and directors against any and all losses, liabilities or expenses (including legal fees and expenses) incurred by them arising out of or in connection with the acceptance or administration of their duties under this Indenture, the Notes, the Intercreditor Agreement and the Collateral Documents, including the properly incurred fees, costs and expenses of enforcing the Collateral Documents against the Company and the Parent and defending themselves against any claim (whether asserted by the Company, the Parent, any Holder or any other Person) or liability in connection with the exercise or performance of any of their powers or duties thereunder, except to the extent any such loss, liability or expense may be attributable to their gross negligence, fraud or willful misconduct.
(r) The obligations of the Company and the Parent under Sections 10.10(p) to (s) and Section 7.02(j) will survive the satisfaction and discharge of this Indenture, the redemption or maturity of the Notes, and the resignation or termination of appointment of the Collateral Agent.
(s) To secure the Company’s and the Parent’s payment obligations in Sections 10.10(p) to (s), the Collateral Agent will have a Lien prior to the Notes on all money or property held or collected by the Collateral Agent, except that held in trust to pay principal of, premium on, if any, and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture. The Collateral Agent may at any time resign by giving written notice of its resignation but without giving any reason to the Company and the Trustee and specifying the date on which its resignation shall become effective; provided that such date shall be at least 45 days after the date on which such notice is given unless the Company agrees to accept shorter notice. Upon receiving such notice of resignation, if required by this Indenture, the Company shall promptly appoint a successor collateral agent by written instrument substantially in the form hereof in triplicate signed on behalf of the Company, one copy of which shall be delivered to the resigning Collateral Agent, one copy to the successor collateral agent and one copy to the Trustee. Upon the effectiveness of the appointment of a successor collateral agent, the retired Collateral Agent shall have no further obligations under this Indenture. If no successor is appointed by the Company within 30 days of the resignation of the Collateral Agent, (i) the retiring Collateral Agent may, on behalf of and at the expenses of the Company, appoint its successor or (ii) the retiring Collateral Agent or the Company may petition any court of competent jurisdiction for the appointment of a successor collateral agent. If the Collateral Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor collateral agent without the execution or filing of any paper with any Person or any further act on the part of any Person.
Appears in 1 contract
Certain Rights of Collateral Agent. (a) The In addition to, and not by way of limitation of, the granting of a security interest in the Collateral pursuant hereto, each Grantor, effective upon the occurrence and during the continuation of an Event of Default and upon written notice from Collateral Agent’s duties under , shall grant, sell, convey, transfer, assign and set over to Collateral Agent, for its benefit and the respective ratable benefit of Lenders, all of Grantor's right, title and interest in and to the Intellectual Property Collateral Documents are solely mechanical and administrative in nature. The to the extent necessary to enable Collateral Agent to use, possess and realize on the Collateral and to enable any successor or assign to enjoy the benefits of the Collateral. This right and license shall have no other duties save as expressly provided for in inure to the respective Collateral Documents and this Indenture.
(b) The benefit of Collateral Agent may act and its successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in relation lieu of foreclosure or otherwise. Such right and license shall be granted free of charge, without requirement that any monetary payment whatsoever be made to the such Grantor. In addition, each Grantor hereby grants to Collateral DocumentsAgent and its employees, respectively, through their Affiliates, officers, employees representatives and agents the right to visit Grantor's and the Collateral Agent shall not be liable for any error of judgment made by any such person.
(c) The Collateral Agent is not obliged to do its Affiliate's or omit to do anything if it would or might in their opinion constitute a breach subcontractor's plants, facilities and other places of any law or duty of confidentiality.
(d) The Collateral Agent is not responsible for the adequacy, accuracy and/or completeness of any information supplied by the Parent, the Company or any other person, as applicable, given in or business that are utilized in connection with the Collateral Documents.
(e) The Collateral Agent shall not be bound to enquire:
(1) whether manufacture, production, inspection, storage or not any Default sale of products and services sold or Event of Default has occurred;
(2) as to the performance, default or any breach by any party of its obligations delivered under any of the Intellectual Property Collateral Documents; or
(3) whether or which were so utilized during the prior six month period), and to inspect the quality control and all other records relating thereto upon reasonable advance written notice to Grantor and at reasonable dates and times and as often as may be reasonably requested. If and to the extent that any other event specified in any of Grantor is permitted to license the Collateral Documents has occurred.
(f) The Intellectual Property Collateral, Collateral Agent shall be obligated promptly enter into a non-disturbance agreement or other similar arrangement, at Grantor's request and expense, with Grantor and any licensee of any Intellectual Property Collateral permitted hereunder in form and substance reasonably satisfactory to perform Collateral Agent pursuant to which (i) Collateral Agent shall agree not to disturb or interfere with such duties licensee's rights under its license agreement with Grantor so long as such licensee is not in default thereunder, and only (ii) such duties as are specifically set forth licensee shall acknowledge and agree that the Intellectual Property Collateral licensed to it is subject to the security interest created in this Indenture, the Intercreditor Agreement favor of Collateral Agent and the other Collateral Documents to which it is a party, and no implied duties or obligation shall be read against the Collateral Agent. The Collateral Agent shall not be liable for any cost, loss or liability incurred by any person as a consequence of the Collateral Agent having taken or having omitted to take any action under or in connection with the respective Collateral Documents to which they are a party to, unless directly caused by the Collateral Agent’s fraud, gross negligence or willful misconduct;
(g) The Collateral Agent shall not be liable for any failure to:
(1) require the deposit with it of any deed or document certifying, representing or constituting the title of the Parent in respect of the Collateral;
(2) obtain any license, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any of the Collateral Documents;
(3) register, file or record or otherwise protect any of the Collateral created under any of the Collateral Documents under any applicable laws in any jurisdiction or to give notice to any person of the execution of any of the Collateral Documents;
(4) take any steps to perfect its title to any of the Collateral, or to render the security effective or to secure the creation of any ancillary security under the laws of any jurisdiction; or
(5) require any further assurances in relation to any of the Collateral Documents.
(h) The Collateral Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that the Parent or the Company may have to the Collateral, and shall not be liable for or bound to require the Parent or the Company, as the case may be, to remedy any defect in its right or title.
(i) The Collateral Agent may delegate by power of attorney or otherwise to any person all or any of the rights, powers and discretions vested in them by the Collateral Documents. The Collateral Agent shall not be bound to monitor or supervise, or be in any way responsible for any loss incurred by reason of any acts, omissions, misconduct or default on the part of any such delegate or sub-delegate selected with due care.
(j) The Collateral Agent is not responsible for and will make no investigation as to the title, ownership, value, sufficiency or existence of the Collateral.
(k) The Collateral Agent is not responsible for and will make no investigation as to the existence, accuracy or sufficiency of any legal or other opinions, searches, reports, certificates, valuations or investigations given or required in connection with the Collateral.
(l) The Collateral Agent is not responsible for the creditworthiness or solvency of the Parent or the Company.
(m) The Collateral Agent shall have no obligation or duty to monitor, supervise, determine or inquire as to the performance (financial or otherwise) of the Parent or the Company, or the Parent’s or the Company’s performance of, or failure to perform, the obligations, duties and covenants set forth in any of the Collateral Documents.
(n) The Collateral Agent is entitled to seek directions as to the exercise of any of their powers from the Trustee and to seek clarification of any instruction previously given and shall incur no liability for any action they take or refrains from taking in accordance with the directions of the Trustee. The Collateral Agent is entitled to refrain from acting if they receive unclear, inconsistent or conflicting instructions.
(o) Nothing in the Collateral Documents shall be construed to relieve the Collateral Agent from liability for its own fraud, gross negligence or willful misconduct.
(p) The Company and the Parent agree to jointly and severally pay to the Collateral Agent from time to time compensation for their acceptance terms of this Indenture and of the Collateral Documents and services under this Indenture and the Collateral Documents pursuant to a written fee agreement. The Collateral Agent’s compensation will not be limited by any law on compensation of a trustee of an express trust. The Company and the Parent will jointly and severally reimburse the Collateral Agent promptly upon request for all properly incurred disbursements, advances and expenses incurred or made by them in addition to the compensation for their services. Such expenses will include the properly incurred compensation, disbursements and expenses of the Collateral Agent’s agents, counsel and other Persons not regularly within their employAgreement.
(q) The Company and the Parent agree to be jointly and severally responsible for and indemnify the Collateral Agent and its agents, employees, delegates, employees, officers and directors against any and all losses, liabilities or expenses (including legal fees and expenses) incurred by them arising out of or in connection with the acceptance or administration of their duties under this Indenture, the Notes, the Intercreditor Agreement and the Collateral Documents, including the properly incurred fees, costs and expenses of enforcing the Collateral Documents against the Company and the Parent and defending themselves against any claim (whether asserted by the Company, the Parent, any Holder or any other Person) or liability in connection with the exercise or performance of any of their powers or duties thereunder, except to the extent any such loss, liability or expense may be attributable to their gross negligence, fraud or willful misconduct.
(r) The obligations of the Company and the Parent under Sections 10.10(p) to (s) and Section 7.02(j) will survive the satisfaction and discharge of this Indenture, the redemption or maturity of the Notes, and the resignation or termination of appointment of the Collateral Agent.
(s) To secure the Company’s and the Parent’s payment obligations in Sections 10.10(p) to (s), the Collateral Agent will have a Lien prior to the Notes on all money or property held or collected by the Collateral Agent, except that held in trust to pay principal of, premium on, if any, and interest on particular Notes. Such Lien will survive the satisfaction and discharge of this Indenture. The Collateral Agent may at any time resign by giving written notice of its resignation but without giving any reason to the Company and the Trustee and specifying the date on which its resignation shall become effective; provided that such date shall be at least 45 days after the date on which such notice is given unless the Company agrees to accept shorter notice. Upon receiving such notice of resignation, if required by this Indenture, the Company shall promptly appoint a successor collateral agent by written instrument substantially in the form hereof in triplicate signed on behalf of the Company, one copy of which shall be delivered to the resigning Collateral Agent, one copy to the successor collateral agent and one copy to the Trustee. Upon the effectiveness of the appointment of a successor collateral agent, the retired Collateral Agent shall have no further obligations under this Indenture. If no successor is appointed by the Company within 30 days of the resignation of the Collateral Agent, (i) the retiring Collateral Agent may, on behalf of and at the expenses of the Company, appoint its successor or (ii) the retiring Collateral Agent or the Company may petition any court of competent jurisdiction for the appointment of a successor collateral agent. If the Collateral Agent consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act will be the successor collateral agent without the execution or filing of any paper with any Person or any further act on the part of any Person.
Appears in 1 contract
Sources: Pledge and Security Agreement (Northpoint Communications Group Inc)