Obligations and Powers of Collateral Agent Clause Samples
Obligations and Powers of Collateral Agent. SECTION 3.1 Appointment and Undertaking of the Collateral Agent.
(a) Each Secured Party acting through its respective Authorized Representative and/or by its acceptance of the benefits of the Security Documents hereby appoints the Collateral Agent to serve as Collateral Agent hereunder on the terms and conditions set forth herein. Subject to, and in accordance with, this Agreement, the Collateral Agent will, as Collateral Agent, for the benefit solely and exclusively of the present and future Secured Parties (or under any Parallel Debt, in its own name as set forth under Section 5.15), in accordance with the terms of this Agreement:
(1) accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations hereunder and under the Security Documents and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, pursuant to or in connection with the Security Documents;
(2) take all lawful and commercially reasonable actions permitted under the Security Documents that it may deem necessary or advisable to protect or preserve its interest in the Collateral subject thereto and such interests, rights, powers and remedies;
(3) deliver and receive notices pursuant to this Agreement and the Security Documents;
(4) sell, assign, collect, assemble, foreclose on, institute legal proceedings with respect to, or otherwise exercise or enforce the rights and remedies of a secured party (including a mortgagee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral, or otherwise realize on the Collateral, under and, in each case, subject to, the Security Documents and its other interests, rights, powers and remedies;
(5) remit as provided in Section 3.4 all cash proceeds received by the Collateral Agent from the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents or any of its other interests, rights, powers or remedies;
(6) execute and deliver (i) amendments and supplements to the Security Documents as from time to time authorized pursuant to Section 7.1 (but only upon receipt by the Collateral Agent of an Officers’ Certificate to the effect that the amendment or supplement was permitted under Section 7.1) and (ii) acknowledgements of Intercreditor Joinders delivered pursuant to Section 3.8 or 7.19 hereof;
(7) release any Lien ...
Obligations and Powers of Collateral Agent. 29 SECTION 3.1 Appointment and Undertaking of the Collateral Agent 29 SECTION 3.2 Release or Subordination of Liens 31 SECTION 3.3 Enforcement of Liens 31 SECTION 3.4 Application of Proceeds 31 SECTION 3.5 Powers of the Collateral Agent 34 SECTION 3.6 Documents and Communications 34 SECTION 3.7 For Sole and Exclusive Benefit of the Secured Parties 34 SECTION 3.8 Additional Secured Debt 35 SECTION 3.9 Hedging Obligations and Bank Product Obligations 36
Obligations and Powers of Collateral Agent. 46 SECTION 3.1 Undertaking of the Collateral Agent........................................... 46 SECTION 3.2 Release or Subordination of Liens............................................. 48 SECTION 3.3
Obligations and Powers of Collateral Agent. SECTION 2.1. Undertaking of the Collateral Agent...........................3 SECTION 2.2. Documents and Communications..................................4 SECTION 2.3. Release or Subordination of Liens.............................5 SECTION 2.4. Actionable Default............................................5 SECTION 2.5. Equal and Ratable Sharing.....................................5 SECTION 2.6. Application of Proceeds.......................................5 SECTION 2.7. Credit Bid Rights.............................................6 SECTION 2.8. Powers of the Collateral Agent................................7 SECTION 2.9. For Sole Benefit of Holders of Secured Obligations, Equally and Ratably...........................................8
Obligations and Powers of Collateral Agent. Appointment and Undertaking of the Collateral Agent 23 Section 3.2 Release or Subordination of Liens 24 Section 3.3 Enforcement of Liens 24 Section 3.4 Application of Proceeds 28 Section 3.5 Powers of the Collateral Agent 30 Section 3.6 Documents and Communications 31 Section 3.7 For Sole and Exclusive Benefit of Holders of Priority Lien Obligations 31 Section 3.8 Additional Priority Lien Debt 31 Section 3.9 Gratuitous Bailment for Perfection of Certain Security Interests 33 Section 4.1 Release of Liens on Collateral 34 Section 4.2 Delivery of Copies to Priority Lien Representatives 35 Section 4.3 Collateral Agent not Required to Serve, File or Record 35 Section 4.4 Release of Liens in Respect of First-Out or Term B Obligations 36
Obligations and Powers of Collateral Agent. 11
3.1 Undertaking of the Collateral Agent 11
3.2 Release or Subordination of Liens 12 3.3 Enforcement of Liens 12 3.4 Application of Proceeds 13 3.5 Powers of the Collateral Agent 14
3.6 Documents and Communications 14
3.7 For Sole and Exclusive Benefit of Holders of Secured Obligations 14 SECTION 4. Release of Liens, Agreements, Etc. 17 4.1 Release of Liens on Collateral 17
4.2 Agreements of the Collateral Agent and Secured Representatives 18
4.3 Security Agreement Amendments 18
Obligations and Powers of Collateral Agent. Intercreditor Provisions 9 3.1 Undertaking of the Collateral Agent 9 3.2 [Reserved] 10 3.3 Enforcement of Liens 10 3.4 Application of Proceeds 11 3.5 Powers of the Collateral Agent 13 3.6 Documents and Communications 13 3.7 For Sole and Exclusive Benefit of Holders of Secured Obligations 13 3.8 Second Lien Debt 13 3.9 Impairment 16 3.10 Insolvency or Liquidation Proceedings 17 3.11 Rights as Unsecured Creditors 18 SECTION 4. Release of Liens, Agreements, Etc. 18 4.2 Agreements of the Collateral Agent and the Company 20 SECTION 5. Rights and Protections of the Collateral Agent 21 5.1 No Implied Duty 21 5.2 Appointment of Agents and Advisors 21 5.3 Other Agreements 21 5.4 Solicitation of Instructions 21 5.5 Limitation of Liability 22 5.6 Documents in Satisfactory Form 22 5.7 Entitled to Rely 22 5.8 Triggering Event 23 5.9 Actions by Collateral Agent 23 5.10 Security or Indemnity in favor of the Collateral Agent 23 5.11 Conflicts; Bona Fide Disputes 23 5.12 Limitations on Duty of Collateral Agent in Respect of Collateral 24 5.13 Assumption of Rights, Not Assumption of Duties 25 5.14 No Liability for Clean Up of Hazardous Materials 25 5.15 Request For Accounting 25 5.16 Limitation on Obligations 25 5.17 Perfection of Collateral 26 5.18 Entitled to Protections 26 5.19 Obligation to Act 26 5.20 Force Majeure 26 5.21 USA PATRIOT Act 27 5.22 Credit Decisions 27 5.23 Collateral Agent in Individual Capacity 27 5.24 Concerning the Collateral and the Other Security Documents and Intercreditor Agreements 28 SECTION 6. Removal or Resignation of the Collateral Agent 28 6.1 Removal or Resignation of Collateral Agent 28 6.2 Appointment of Successor Collateral Agent 28 6.3 Succession 28 6.4 Merger, Conversion or Consolidation of Collateral Agent 29 SECTION 7. Miscellaneous Provisions 29 7.1 Amendment 29 7.2 Successors and Assigns 30 7.3 Delay and Waiver 31 7.4 Notices 31 7.5 Notice Following Discharge of Secured Obligations 32 7.6 Entire Agreement 32 7.7 Payment of Expenses and Taxes: Indemnification 32 7.8 Reserved 33 7.9 Severability 33 7.10 Headings 33 7.11 Obligations Secured 33 7.12 Governing Law 34 7.13 Consent to Jurisdiction; Waivers 34 7.14 Waiver of Jury Trial 34 7.15 Counterparts 34 7.16 Effectiveness 34 7.17 Additional Grantors; Additional Secured Representatives 35 7.18 Continuing Nature of this Agreement 35 7.19 Insolvency 35 7.20 Rights and Immunities of Secured Representatives 35 Exhibit A — Form of Joinder Agreement
Obligations and Powers of Collateral Agent