OBLIGATIONS OF THE COLLATERAL AGENT Sample Clauses

The "Obligations of the Collateral Agent" clause defines the duties and responsibilities that the collateral agent must fulfill under the agreement. Typically, this includes holding, managing, and, if necessary, enforcing security interests in collateral on behalf of the secured parties, as well as distributing proceeds from the collateral according to the agreement's terms. The clause may also specify the standard of care the agent must exercise and any limitations on liability. Its core practical function is to clearly delineate the agent's role, ensuring all parties understand the agent's authority and responsibilities, thereby reducing the risk of disputes or misunderstandings regarding the management of collateral.
OBLIGATIONS OF THE COLLATERAL AGENT. 6.1. - In addition to the other obligations set out herein and in the Intercreditor Agreement, the Collateral Agent undertakes: (a) to take all the steps necessary or advisable so that the guarantee created hereunder is always fully valid and enforceable; (b) to manage the funds arising from the possible enforcement of the guarantee now provided in favor of Creditors, pursuant to the Intercreditor Agreement and this Agreement; (c) to promptly notify Net Serviços and Creditors with respect to any action by them relative to the transfer of funds from the Centralizing Account for payment of the Secured Obligations; (d) to respect and ensure that any and all measures to be taken, for all effects and purposes hereof, especially for enforcement of the Pledge, may only be irreplaceably effected by Collateral Agent, provided that the terms and conditions of the Intercreditor Agreement and of this Agreement have been complied with; (e) to provide the corresponding Creditor with copies of any additional documents prepared pursuant to the terms hereof, which may be reasonably requested by Creditor, including any updating of the schedules hereof and any evidence of its registration as established herein, except for the documents mentioned in Clauses 1.3 and 5.3 (d) above, as well as excluding any other document which may imply financial and/or privileged and/or confidential information on NET Company and/or Net Serviços and/or any of the other Creditors, subject to the provisions of the Intercreditor Agreement; (f) to verify with Net Serviços if the filings and registrations contemplated herein have been duly effected, within the timeframes determined herein; (g) to take, on behalf of the Creditors, the steps necessary to protect the preemptive right over Receivables, as soon as it becomes aware of the existence of any third party act that may result in a threatened or actual lien on the Receivables, pursuant to this Agreement; and (h) to arrange for NET Company and/or Net Serviços not to encounter any difficulty in obtaining the signature of the Collateral Agent’s legal representatives on the amendments hereto, whenever necessary. 6.2. - In the event of failure by the Collateral Agent to comply with any of the obligations assumed hereunder, and if this noncompliance is not remedied within 48 (forty-eight) hours from the event, the Collateral Agent will be obliged to indemnify the Creditors and/or Net Serviços and/or NET Company, as the case may be, for any losses and...
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OBLIGATIONS OF THE COLLATERAL AGENT. (a) Unless the Collateral Agent ----------------------------------- has theretofore received a written notice from each of the 1996 Trustee and the 1997 Trustee to the effect that the Senior Subordinated Secured Obligations and the Junior Subordinated Secured Obligations, respectively, have been paid in full, if the Collateral Agent shall have resigned as collateral agent hereunder, not later than the tenth business day following the Senior Payout Date, the Collateral Agent will deliver at the cost and expense of the Pledgors, directly to the successor collateral agent appointed in accordance with Section 15(h) or, if prior to such tenth business day the Collateral Agent shall not have received notification of the identity of such successor collateral agent, to the 1996 Trustee (or, if the Collateral Agent shall have received a written notice from the 1996 Trustee to the effect that the Senior Subordinated Secured Obligations have been paid in full, to the 1997 Trustee), all the certificates representing the Pledged Stock and all other documents and instruments evidencing or relating to the Collateral then remaining in the possession of the Collateral Agent, together with any necessary instruments of assignment or transfer pertaining thereto. Each Pledgor agrees to give written notice to each of the 1996 Trustee and the 1997 Trustee of the Senior Payout Date within three business days thereof, and, after receipt of such notice, the Senior Subordinated Secured Parties (unless the Senior Subordinated Payout Date has occurred) or (if the Senior Subordinated Payout Date has occurred) the Junior Subordinated Secured Parties agree to promptly give written notice to the Collateral Agent requesting delivery of the Pledged Stock and such other documents and instruments. In no event shall the Collateral Agent relinquish control over such certificates representing the Pledged Stock or any such other documents and instruments after the Senior Payout Date, except as set forth in this Section or Section 11(c). (b) Unless the 1996 Trustee has theretofore received a written notice from the 1997 Trustee to the effect that the Junior Subordinated Secured Obligations have been paid in full, if the 1996 Trustee shall have resigned as successor collateral agent hereunder, not later than the tenth business day following the Senior Subordinated Payout Date, the 1996 Trustee will deliver at the cost and expense of the Pledgors, directly to the successor collateral agent appointed...
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Related to OBLIGATIONS OF THE COLLATERAL AGENT

  • 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 facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note, other evidence of indebtedness or other paper or documents, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent shall determine to make such further inquiry or investigation, it shall be entitled to examine during normal business hours and upon reasonable notice the books, records and premises of any Grantor, personally or by agent or attorney at the sole cost of the Grantors, and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation. (vii) The rights, privileges, protections and benefits given to the Collateral Agent, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Collateral Agent in each of its capacities hereunder, and to each agent, custodian and other Persons employed to act hereunder or under any Security Document. (viii) The Collateral Agent may request that the Issuers deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Agreement or any other Security Document, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded (ix) The permissive right of the Collateral Agent to take or refrain from taking any actions enumerated in this Agreement or any other Security Document shall not be construed as a duty.

  • Rights and Remedies of the Collateral Agent (a) In addition to the rights and remedies set forth herein or otherwise available at law or in equity, after a collateral event of default (as specified in Section 13.01(b)) hereunder, the Collateral Agent shall have all of the rights and remedies with respect to the Collateral of a secured party under the UCC (whether or not the UCC is in effect in the jurisdiction where the rights and remedies are asserted) and the TRADES Regulations and such additional rights and remedies to which a secured party is entitled under the laws in effect in any jurisdiction where any rights and remedies hereunder may be asserted. Without limiting the generality of the foregoing, such remedies may include, to the extent permitted by applicable law, (1) retention of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities and/or the Pledged Applicable Ownership Interests in the Treasury Portfolio in full satisfaction of the Holders’ obligations under the Purchase Contracts and the Purchase Contract Agreement and/or (2) sale of the Notes underlying Pledged Applicable Ownership Interests in Notes, the Pledged Treasury Securities or the Pledged Applicable Ownership Interests in the Treasury Portfolio in one or more public or private sales. (b) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, in the event the Collateral Agent is unable to make payments to the Company on account of Proceeds of (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) Pledged Applicable Ownership Interests in the Treasury Portfolio, or (iii) the Pledged Treasury Securities as provided in this Agreement in satisfaction of the Obligations of the Holder of the Units of which such Notes underlying Pledged Applicable Ownership Interests in Notes, such Pledged Applicable Ownership Interests in the Treasury Portfolio or such Pledged Treasury Securities are a part under the related Purchase Contracts, the inability to make such payments shall constitute a “collateral event of default” hereunder and the Collateral Agent shall, for the benefit of the Company, have and may exercise, with reference to such Notes underlying Pledged Applicable Ownership Interests in Notes, Pledged Treasury Securities or Pledged Applicable Ownership Interests in the Treasury Portfolio, as applicable, any and all of the rights and remedies available to a secured party under the UCC and the TRADES Regulations after default by a debtor, and as otherwise granted herein or under any applicable law. (c) Without limiting any rights or powers otherwise granted by this Agreement to the Collateral Agent or under applicable law, the Collateral Agent is hereby irrevocably authorized to receive, collect and apply to the satisfaction of the Obligations all payments with respect to (i) the Notes underlying Pledged Applicable Ownership Interests in Notes (other than any interest payments thereon), (ii) the Pledged Treasury Securities and (iii) the Pledged Applicable Ownership Interests in the Treasury Portfolio, subject, in each case, to the provisions of this Agreement, and as otherwise provided herein. (d) The Purchase Contract Agent and each Holder agrees that, from time to time, upon the written request of the Collateral Agent, the Purchase Contract Agent, on behalf of such Holder, shall execute and deliver such further documents and do such other acts and things as the Collateral Agent may reasonably request in order to maintain the Pledge, and the perfection and priority thereof, and to confirm the rights of the Collateral Agent hereunder. The Purchase Contract Agent shall have no liability to any Holder for executing any documents or taking any such acts requested by the Collateral Agent hereunder, except for liability for its own negligent acts, its own negligent failure to act or its own willful misconduct.

  • Obligations of the Borrower 13 Section 3.01.

  • Obligations of the Parties Clause 8

  • The Collateral Agent (a) Secured Party hereby irrevocably appoints and authorizes the Collateral Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Collateral Agent by the terms hereof, together with all such powers as are reasonably incidental thereto. (b) The obligations of the Collateral Agent hereunder are only those expressly set forth in this Agreement. (c) The Collateral Agent may consult with legal counsel, independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance with the advice of such counsel, accountants or experts. (d) Neither the Collateral Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or not taken by it in connection with this Agreement (1) with the consent or at the request of Secured Party or (2) in the absence of its own gross negligence or willful misconduct. The Collateral Agent shall not incur any liability by acting in reliance upon any notice, consent, certificate, statement, or other writing (which may be a bank wire, telex or similar writing) believed by it to be genuine or to be signed by the proper party or parties. (e) Pledgor shall indemnify the Collateral Agent against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or liability (except such as result from the Collateral Agent’s gross negligence or willful misconduct) that the Collateral Agent may suffer or incur in connection with this Agreement or any action taken or omitted by the Collateral Agent hereunder. (f) 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, bailee, clearing corporation or securities intermediary or any income thereon or as to the 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 and preservation of the Collateral if the Collateral is accorded treatment substantially equal to that which it accords its own property, and shall not be liable or responsible for any loss or damage to any of the Collateral, or for any diminution in the value thereof, by reason of the act or omission of any agent, bailee, clearing corporation or securities intermediary selected by the Collateral Agent in good faith (or selected by an agent, bailee, clearing corporation or securities intermediary so selected by the Collateral Agent or by any agent, bailee, clearing corporation or securities intermediary selected in accordance with this parenthetical phrase). (g) Any corporation or association into which the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its agency business or assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall, subject to the prior written consent of Secured Party, be and become a successor Collateral Agent hereunder and vested with all of the title to the Collateral and all of the powers, discretions, immunities, privileges and other matters as was its predecessor without, except as provided above, the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding.