Common use of Obligations and Powers of Collateral Agent Clause in Contracts

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 granted to it by any Security Document upon any Collateral if and as required by Section 3.2 or Article 4; and (8) enter into and perform its obligations and protect, exercise and enforce its interest, rights, powers and remedies under the Intercreditor Agreements. (b) Each party to this Agreement acknowledges and consents to the undertaking of the Collateral Agent set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Agent. (c) Notwithstanding anything to the contrary contained in this Agreement, the Collateral Agent will not commence any exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Parity Lien Obligations) unless and until it shall have been directed in writing by an Act of Required Secured Parties and then only in accordance with the provisions of this Agreement. (d) Act or decline to act in connection with any enforcement of Liens as provided in Section 3.3. Notwithstanding anything to the contrary contained in this Agreement, neither the Issuer nor any of its Affiliates may serve as Collateral Agent.

Obligations and Powers of Collateral Agent. SECTION 3.1 Appointment and Undertaking of the Collateral Agent. (a) Each Hedge Provider, each Bank Product Provider and each other Secured Party acting through its respective Authorized Secured Debt Representative and/or by its acceptance of the benefits of the Security Documents hereby appoints the Collateral Agent to serve as Collateral Agent collateral agent hereunder on the terms and conditions set forth hereinherein and under the Crossing Lien Intercreditor Agreement on the terms and conditions set forth therein. Subject to, and in accordance with, this Agreement and the provisions set forth in the Crossing Lien Intercreditor Agreement, the Collateral Agent will, as Collateral Agentcollateral 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 AgreementParties: (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, 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 accompanied by the Collateral Agent of an Officers’ Officer’s Certificate to the effect that the amendment or supplement was permitted under Section 7.1) 7.1 and (ii) acknowledgements of Intercreditor Collateral Agency Joinders delivered pursuant to Section 3.8 3.8, 3.9 or 7.19 7.21 hereof;; and (7) release any Lien granted to it by any Security Document upon any Collateral if and as required by Section 3.2 or Article 4; and (8) enter into and perform its obligations and protect, exercise and enforce its interest, rights, powers and remedies under the Intercreditor Agreements. (b) Each party to this Agreement acknowledges and consents to the undertaking of the Collateral Agent set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Agent. (c) Notwithstanding anything to the contrary contained in this Agreement, the Collateral Agent will not commence any exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Parity Lien Secured Obligations) unless and until it shall have been directed in writing by an Act of Required Secured Parties and then only in accordance with the provisions of this Agreement. (d) Act Notwithstanding anything to the contrary contained in this Agreement, act or decline to act in connection with any enforcement of Liens as provided in Section 3.3. (e) Notwithstanding anything to the contrary contained in this Agreement, neither the Issuer no Grantor nor any of its Affiliates may serve as Collateral Agent.

Obligations and Powers of Collateral Agent. SECTION 3.1 Appointment and Section 3.01 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 Agenttrustee, 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 AgreementSecurityholders: (1i) accept, enter into, hold, maintain, administer and enforce all Security DocumentsOperative Agreements, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations hereunder and under the Security Documents Operative Agreements 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 DocumentsOperative Agreements; (2ii) take all lawful and commercially reasonable actions permitted under the Security Documents Operative Agreements 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; (3iii) deliver and receive notices pursuant to this Agreement and the Security DocumentsOperative Agreements; (4iv) 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 Collateral under the Collateral, under and, in each case, subject to, the Security Documents Operative Agreements and its other interests, rights, powers and remedies; (5v) remit as provided in Section 3.4 6.13 all cash proceeds received by the Collateral Agent from the collection, foreclosure or enforcement of its interest in the Collateral under the Security Documents Operative Agreements or any of its other interests, rights, powers or remedies; (6vi) execute and deliver (i) amendments and supplements to the Security Documents Operative Agreements as from time to time authorized pursuant to Section 7.1 (but only upon receipt 9.01 accompanied 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;9.01; and (7vii) release any Lien granted to it by any Security Document Operative Agreements upon any Collateral if and as required by Section 3.2 2.10 or Article 4; and (8) enter into and perform its obligations and protect, exercise and enforce its interest, rights, powers and remedies under the Intercreditor AgreementsSection 6.01. (b) Each party to this Agreement acknowledges and consents to the undertaking of the Collateral Agent set forth in Section 3.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Agent. (c) Notwithstanding anything to the contrary contained in this Agreement, the Collateral Agent will not commence any exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than actions as that it may deem necessary or advisable to prove, protect or preserve the Liens securing the Parity Lien Secured Obligations) unless and until it shall have been directed in writing by an Act written notice of Required Secured Parties a Securityholder Instruction and then only in accordance with the provisions of this Agreement. (d) Act or decline to act in connection with any enforcement of Liens as provided in Section 3.3. Notwithstanding anything to the contrary contained in this Agreement, neither the Issuer nor any of its Affiliates may serve as Collateral Agent.