Regarding the Collateral Agent Clause Samples
Regarding the Collateral Agent. (a) The Collateral Agent is authorized and empowered to appoint one or more subagents or co-collateral agents as it deems necessary or appropriate (it being understood that the Real Property Collateral Agent is executing its duties as a subagent for the Collateral Agent).
(b) Except as otherwise expressly set forth in Section 3 of the Security Agreement, none of the Trustee, the Collateral Agent or the Real Property Collateral Agent shall have any obligation whatsoever to the Trustee or any of the Holders to assure that the Collateral exists or is owned by any Grantor or is cared for, protected, or insured or has been encumbered, or that the Collateral Agent’s Liens have been properly or sufficiently or lawfully created, perfected, protected, maintained or enforced or are entitled to any particular priority, or to determine whether all of the Issuers’ or any Guarantor’s property constituting collateral intended to be subject to the Lien and security interest of the Security Documents has been properly and completely listed or delivered, as the case may be, or the genuineness, validity, marketability or sufficiency thereof or title thereto, or to exercise at all or in any particular manner or under any duty of care, disclosure, or fidelity, or to continue exercising, any of the rights, authorities, and powers granted or available to the Collateral Agent and the Real Property Collateral Agent pursuant to this Indenture or any Security Document other than pursuant to the instructions of the Trustee or the Holders of a majority in aggregate principal amount of the Notes of a series with respect to such series of Notes or as otherwise provided in the Security Documents and/or the Intercreditor Agreements.
(c) Notwithstanding anything to the contrary contained in this Indenture or the Security Documents, in the event the Collateral Agent or the Real Property Collateral Agent is entitled or required to commence an action to foreclose or otherwise exercise its remedies to acquire control or possession of the Collateral, the Collateral Agent or the Real Property Collateral Agent, as the case may be, shall not be required to commence any such action or exercise any remedy or to inspect or conduct any studies of any property under the mortgages or take any such other action if the Collateral Agent or the Real Property Collateral Agent has determined that the Collateral Agent or the Real Property Collateral Agent may incur personal liability as a result of the presenc...
Regarding the Collateral Agent. The Collateral Agent shall be ------------------------------ afforded all of the rights, powers, protections, immunities and indemnities set forth in that certain Security Agreement dated as of the date hereof between Borrower and Collateral Agent as if the same were specifically set forth herein.
Regarding the Collateral Agent. (a) The Collateral Agent shall have no liability for losses arising from (i) any cause beyond its control, (ii) any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator, or (iii) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers.
(b) The Collateral Agent shall not be responsible for any special, exemplary, punitive or consequential damages.
(c) The Collateral Agent shall not be responsible for the preparation or filing of any UCC financing statements or the correctness of any financing statements filed in connection with this Agreement or the validity or perfection of any lien or security interest created pursuant to this Agreement.
(d) The Collateral Agent shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with the Borrower.
(e) In the event that the Custodian is not the same entity as the Collateral Agent, the Collateral Agent shall not be liable for the acts or omissions of the Custodian under this Agreement or any other related agreement and shall not be required to monitor the performance of the Custodian. It is expressly agreed and acknowledged that the Collateral Agent is not guaranteeing performance of or assuming any liability for the obligations of the other parties hereto or any parties to the Collateral.
(f) If, in performing its duties under this Agreement, the Collateral Agent is required to decide between alternative courses of action, each of which is in accordance with the terms of this Agreement, the Collateral Agent may request written instructions from the Collateral Manager, acting on behalf of the Borrower, which written instructions must be approved by the Facility Agent, as to the course of action desired by it. If the Collateral Agent does not receive such instructions within three Business Days after it has requested them, the Collateral Agent may, but shall be under no duty to, take or refrain from taking any such courses of action. The Collateral Agent shall act in accordance with instructions received after such three-Business Day period except to the extent it has already taken, or committed itself to take action inconsistent with such instructions.
(g) The Collateral Agent shall have no liability for any failure, inability or unwillingness on the part of the Collateral Manager or the Borrower to provide accurate and complete information on a timely basis to t...
Regarding the Collateral Agent. The Collateral Agent shall be afforded all of the rights, powers, protections, immunities and indemnities set forth in the Credit Agreement and the LNG Entities Guarantee and Collateral Agreement as if the same were specifically set forth herein.
Regarding the Collateral Agent. (a) The Collateral Agent shall have no liability for losses arising from (i) any cause beyond its control, (ii) any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator, or (iii) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers.
(b) The Collateral Agent shall not be responsible for any special, exemplary, punitive or consequential damages.
(c) The Collateral Agent shall not be responsible for the preparation or filing of any UCC financing statements or the correctness of any financing statements filed in connection with this Agreement or the validity or perfection of any lien or security interest created pursuant to this Agreement.
(d) The Collateral Agent shall not be liable for interest on any money received by it except as the Collateral Agent may agree in writing with the Borrower.
Regarding the Collateral Agent. 15 COSO ENERGY DEVELOPERS PARTNERSHIP INTEREST PLEDGE AGREEMENT This Partnership Interest Pledge Agreement ("Agreement"), dated as of May 28, --------- 1999, is entered into by and among COSO ENERGY DEVELOPERS, a California general partnership ("Borrower,"), CAITHNESS COSO HOLDINGS, LLC, a Delaware limited -------- liability company ("CCH"), NEW CHIP COMPANY, LLC, a Delaware limited liability --- company ("NEW CHIP") (each of CCH and NEW CHIP a "Pledgor," and, collectively, -------- ------- the "Pledgors"), and U.S. BANK TRUST NATIONAL ASSOCIATION in its capacity as -------- collateral agent ("Collateral Agent") for U.S. BANK TRUST NATIONAL ASSOCIATION in its capacity as trustee ("Trustee") for the holders of all senior secured ------- notes issued pursuant to that certain Indenture dated as of May 28, 1999 (the "Indenture"), among Borrower, Trustee, COSO FINANCE PARTNERS, a California --------- general partnership ("Navy I"), COSO POWER DEVELOPERS, a California general ------ partnership ("Navy II"), and CAITHNESS COSO FUNDING CORP., a Delaware ------- corporation (the "Issuer") (such notes, the "Senior Secured Notes" and the ------ -------------------- holders thereof, the "Holders of the Senior Secured Notes"). -----------------------------------
A. Issuer has, as of the date of this Agreement, issued $413,000,000 of the Senior Secured Notes, the proceeds of which will be used to make loans to Borrower, Navy I and Navy II.
B. CCH and NEW CHIP are general partners in Borrower pursuant to that certain General Partnership Agreement of COSO ENERGY DEVELOPERS, as amended and restated as of May 28, 1999 (the "Partnership Agreement"). ---------------------
C. Pursuant to a Guarantee dated as of even date herewith (the "Guarantee"), --------- Borrower has guaranteed to Trustee and the Holders of the Senior Secured Notes the payment and performance of Issuer's obligations under the Senior Secured Notes and the Indenture.
D. As a condition precedent to the sale of the Senior Secured Notes, the Borrower and Pledgors are required to have executed this Agreement as security for the payment and performance of Borrower's obligations under the Guarantee. In consideration of the premises herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Borrower and Pledgors hereby agree with Collateral Agent for the benefit of Trustee and the Holders of the Senior Secured Notes and the Permitted Additional Senior Lenders, i...
Regarding the Collateral Agent. The Collateral Agent shall be afforded all of the rights, powers, protections, immunities and indemnities set forth in those certain Security Agreements, dated as of the date hereof, between the Collateral Agent and each of Navy I, BLM and Navy II as if the same were specifically set forth herein.
Regarding the Collateral Agent. The Collateral Agent shall have no liability for losses arising from (i) any cause beyond its control, (ii) any delay, error, omission or default of any mail, telegraph, cable or wireless agency or operator, or (iii) the acts or edicts of any government or governmental agency or other group or entity exercising governmental powers.
Regarding the Collateral Agent. (a) By their acceptance of the Notes, the Holders hereby designate and appoint U.S. Bank National Association to serve as Collateral Agent and as their agent under this Indenture, the Collateral Documents and the Intercreditor Agreements and each of the Holders by acceptance of the Notes hereby irrevocably authorizes the Collateral Agent to take such action on its behalf under the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreements and to exercise such powers and perform such duties as are expressly delegated to the Collateral Agent by the terms of this Indenture, the Collateral Documents and the Intercreditor Agreements, and consents and agrees to the
Regarding the Collateral Agent. (a) By their acceptance of the Notes, the Holders hereby designate and appoint U.S. Bank National Association to serve as Collateral Agent and as their agent under this Indenture, the Collateral Documents and the Intercreditor Agreements and each of the Holders by acceptance of the