Undertaking of the Collateral Agent. (a) Subject to, and in accordance with, this Agreement and the other Security Documents, Deutsche Bank Trust Company Americas is authorized, as collateral agent, for the benefit solely and exclusively of the present and future Secured Parties to: (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 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 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 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 under 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 amendments to the Security Documents as from time to time authorized pursuant to Section 8.1; and (7) release any Lien granted to it by any Security Document upon any Collateral if and as required by Section 4.1. (b) Each party to this Agreement acknowledges and consents to the authorization 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 Secured Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Security Document and (ii) it shall have been directed by in accordance with Section 3.3 below and any other applicable provisions of this Agreement and the other Security Documents.
Appears in 2 contracts
Sources: Collateral Trust and Intercreditor Agreement, Collateral Trust and Intercreditor Agreement (Northern Tier Retail LLC)
Undertaking of the Collateral Agent. (a) Subject to, and in accordance with, this Agreement and Agreement, the other Security Documents, Deutsche Bank Trust Company Americas is authorizedCollateral Agent will, as collateral agenttrustee, for the benefit solely and exclusively of the present and future Secured Parties toParties:
(1i) accept, enter into, hold, maintain, administer and enforce all Security Collateral Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations under the Security Collateral 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 Collateral Documents;
(2ii) take all lawful and commercially reasonable actions permitted under the Security Collateral 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;
(3iii) deliver and receive notices pursuant to the Security Collateral Documents;
(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 under the Security Collateral Documents and its other interests, rights, powers and remedies;
(5v) 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 Collateral Documents or any of its other interests, rights, powers or remedies;
(6vi) execute and deliver amendments to the Security Collateral Documents as from time to time authorized pursuant by an Act of Instructing Debtholders accompanied by an Officers’ Certificate to Section 8.1the effect that the amendment was permitted by each applicable Secured Debt Document; and
(7vii) release any Lien granted to it by any Security Collateral Document upon any Collateral if and as required by Section 4.14.1(b) or Section 4.1(c).
(b) Each party to this Agreement Party acknowledges and consents to the authorization 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 Agentit.
(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 Secured Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Security Document and (ii) until it shall have been directed by received a Notice of Actionable Default, and then only in accordance with Section 3.3 below and any other applicable the provisions of this Agreement and the other Security DocumentsAgreement.
Appears in 2 contracts
Sources: Collateral Trust Agreement (Banro Corp), Collateral Trust Agreement (Banro Corp)
Undertaking of the Collateral Agent. (a) Subject toThe Collateral Agent hereby irrevocably undertakes and agrees, on the terms and conditions set forth in accordance withthis Agreement, this Agreement to act as agent and the other Security Documents, Deutsche Bank Trust Company Americas is authorized, as collateral agent, representative for the benefit solely and exclusively of the Trustees, and the present and future Secured Parties toHolders, and in such capacity shall:
(1i) accept, enter into, hold, maintainadminister, administer maintain and enforce all Security Documents, including all Collateral subject thereto, and all Liens created or granted to it thereunder, perform its obligations under the Security Documents thereunder and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, under or pursuant to or in connection with the Security DocumentsDocuments or applicable laws;
(2ii) 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 interests, rights, powers and remedies in the Collateral subject thereto and such interests, rights, powers and remedies, including, instituting and maintaining such suits and proceedings as it may deem expedient to prevent the impairment of, or to preserve or protect, its interests, rights, powers and remedies in the Collateral, subject to the terms of the Security Documents;
(3iii) deliver and receive notices pursuant to the Security Documents;
(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 as mortgagee, stock pledgee, share pledgee, trust deed beneficiary and insurance ▇▇▇▇-▇▇▇▇-▇▇▇▇ v10 beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies, subject to the terms of the Security Documents;
(5v) remit to the Trustees, as provided in Section 3.4 2.7, 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;
(6vi) execute and deliver amendments direct the disbursement of funds as expressly provided for in this Agreement;
(vii) take any actions required to be taken under the Transaction Documents subject to the Security Documents as provisions of this Agreement;
(viii) provide instructions from time to time authorized pursuant as required by the terms of the Transaction Documents, subject to Section 8.1the terms of this Agreement; and
(7ix) release any Lien granted to it by any Security Document upon any Collateral enter into and perform its obligations and protect, exercise and enforce its interest, rights, powers and remedies under the Junior Intercreditor Agreement, if and as required by Section 4.1.any;
(b) Each party to this Agreement acknowledges and consents to the authorization undertaking of the Collateral Agent set forth in Section 3.1(a2.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Agent.
(c) Notwithstanding anything Upon receipt of any Act of the Applicable Authorized Representative, given in accordance with the terms of this Agreement, with indemnities satisfactory to the contrary contained Collateral Agent as provided in this AgreementSection 4.14(d), the Collateral Agent will not commence shall take, or direct the taking of, any exercise action provided for in such direction. Such action may include, (x) the giving of remedies any release, notice, approval, consent or any foreclosure waiver which may be called for hereunder or under the Transaction Documents that the Collateral Agent is expressly authorized to give, (y) the requiring of the execution and delivery of additional Transaction Documents, or (z) employing agents or directing trustees in order to accomplish the actions requested.
(d) Notwithstanding the preceding, nothing shall impair the ability of either Trustee or otherwise the Collateral Agent to take any action or proceeding against necessary to comply with any obligations imposed under any applicable law, including the TIA.
(e) Subject in all respects to the provisions of this Agreement, upon the direction of the Applicable Authorized Representative, the Collateral Agent shall take the actions specified to be taken by the Collateral Agent in the Indentures, as the case may be, and shall have all the rights and immunities specified as those of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing Agent in each of the Secured Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Security Document and (ii) it shall have been directed by in accordance with Section 3.3 below and any other applicable provisions of this Agreement and the other Security Documents.. ▇▇▇▇-▇▇▇▇-▇▇▇▇ v10
Appears in 1 contract
Sources: Collateral Agency and Intercreditor Agreement (CBL & Associates Limited Partnership)
Undertaking of the Collateral Agent. (a) Subject toThe Collateral Agent hereby irrevocably undertakes and agrees, on the terms and conditions set forth in accordance withthis Agreement, this Agreement to act as agent and the other Security Documents, Deutsche Bank Trust Company Americas is authorized, as collateral agent, representative for the benefit solely and exclusively of the Trustees, and the present and future Secured Parties toHolders, and in such capacity shall:
(1i) accept, enter into, hold, maintainadminister, administer maintain and enforce all Security Documents, including all Collateral subject thereto, and all Liens created or granted to it thereunder, perform its obligations under the Security Documents thereunder and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, under or pursuant to or in connection with the Security DocumentsDocuments or applicable laws;
(2ii) 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 interests, rights, powers and remedies in the Collateral subject thereto and such interests, rights, powers and remedies, including, instituting and maintaining such suits and proceedings as it may deem expedient to prevent the impairment of, or to preserve or protect, its interests, rights, powers and remedies in the Collateral, subject to the terms of the Security Documents;
(3iii) deliver and receive notices pursuant to the Security Documents;
(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 as mortgagee, stock pledgee, share pledgee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies;, subject to the terms of the Security Documents; ▇▇▇▇-▇▇▇▇-▇▇▇▇ v13 12
(5v) remit to the Trustees, as provided in Section 3.4 2.7, 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;
(6vi) execute and deliver amendments direct the disbursement of funds as expressly provided for in this Agreement;
(vii) take any actions required to be taken under the Transaction Documents subject to the Security Documents as provisions of this Agreement;
(viii) provide instructions from time to time authorized pursuant as required by the terms of the Transaction Documents, subject to Section 8.1the terms of this Agreement; and
(7ix) release any Lien granted to it by any Security Document upon any Collateral enter into and perform its obligations and protect, exercise and enforce its interest, rights, powers and remedies under the Junior Intercreditor Agreement, if and as required by Section 4.1.any;
(b) Each party to this Agreement acknowledges and consents to the authorization undertaking of the Collateral Agent set forth in Section 3.1(a2.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Agent.
(c) Notwithstanding anything Upon receipt of any Act of the Applicable Authorized Representative, given in accordance with the terms of this Agreement, with indemnities satisfactory to the contrary contained Collateral Agent as provided in this AgreementSection 4.14(d), the Collateral Agent will not commence shall take, or direct the taking of, any exercise action provided for in such direction. Such action may include, (x) the giving of remedies any release, notice, approval, consent or any foreclosure waiver which may be called for hereunder or under the Transaction Documents that the Collateral Agent is expressly authorized to give, (y) the requiring of the execution and delivery of additional Transaction Documents, or (z) employing agents or directing trustees in order to accomplish the actions requested.
(d) Notwithstanding the preceding, nothing shall impair the ability of either Trustee or otherwise the Collateral Agent to take any action or proceeding against necessary to comply with any obligations imposed under any applicable law, including the TIA.
(e) Subject in all respects to the provisions of this Agreement, upon the direction of the Applicable Authorized Representative, the Collateral Agent shall take the actions specified to be taken by the Collateral Agent in the Indentures, as the case may be, and shall have all the rights and immunities specified as those of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing Agent in each of the Secured Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Security Document and (ii) it shall have been directed by in accordance with Section 3.3 below and any other applicable provisions of this Agreement and the other Security Documents.
Appears in 1 contract
Sources: Collateral Agency and Intercreditor Agreement (CBL & Associates Limited Partnership)
Undertaking of the Collateral Agent. (a) Subject toThe Collateral Agent hereby irrevocably undertakes and agrees, on the terms and conditions set forth in accordance withthis Agreement, this Agreement to act as agent and the other Security Documents, Deutsche Bank Trust Company Americas is authorized, as collateral agent, representative for the benefit solely and exclusively of the present and future Lenders and holders of Notes and other Secured Parties Obligations and in such capacity to, and shall:
(1i) accept, enter into, hold, maintainadminister, administer maintain and enforce all Security Documents, including all Collateral subject thereto, and all Liens created or granted to it thereunder, perform its obligations under the Security Documents thereunder and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, thereunder or pursuant to thereto or in connection with the Security Documentstherewith or applicable laws;
(2ii) take all lawful and commercially reasonable reasonably 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, including, to institute and maintain such suits and proceedings as it may deem expedient to prevent the impairment of, or to preserve or protect its, the Administrative Agent’s, the Trustee’s, the Lenders’ and the Holders’ interests in the Collateral, subject to the terms of the Security Documents;
(3iii) establish the Collateral Account, and Asset Sale Proceeds Account and maintain control over such accounts and all deposits therein and investments thereof pursuant to one or more control agreements;
(iv) deliver and receive notices pursuant to the Security Documents;
(4v) 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, vessel mortgagee, marine mortgagee, stock pledgee, share pledgee, security agreement, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies, subject to the terms of the Security Documents;
(5vi) remit to the Trustee, the Administrative Agent or the Company, as provided in Section 3.4 2.6 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;
(6vii) execute and deliver amendments to amend the Security Documents as from time to time authorized in accordance with Section 7.1;
(viii) enter into currency conversion transactions as required pursuant to Section 8.1; and2.6(i);
(7ix) release any Lien granted to it by any Security Document upon any Collateral if and as required by Section 4.13.1;
(x) direct the disbursement of funds as expressly provided for in the Control Agreements;
(xi) amend Annex A or Schedule 1 to each of the Pledge Agreement, Assignment of Earnings, and Deed of Covenants, as applicable, in each case as a result of any release as provided for in Section 3.1, any additions of Collateral as provided in Section 2.5 or as a result of any actions taken in connection with Section 2.12 of the Deed of Covenants or as permitted by the terms thereof;
(xii) take any actions required to be taken under the Security Documents subject to the provisions of this Agreement; and
(xiii) provide instructions from time to time as required by the terms of the Security Documents, subject to the terms of this Agreement.
(b) Each party to this Agreement acknowledges and consents to the authorization undertaking of the Collateral Agent set forth in Section 3.1(a2.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Agent.
(c) Notwithstanding anything Upon receipt of any Act of the Administrative Agent or any Act of the Secured Debtholders, as the case may be, given in accordance with the terms of this Agreement, with indemnities satisfactory to the contrary contained Collateral Agent as provided in this AgreementSection 4.15(e), the Collateral Agent will shall take or direct any action provided for in such direction. Such action may include, but is not commence limited to (x) the giving of any exercise release, notice, approval, consent or waiver which may be called for hereunder or under the Security Documents that the Collateral Agent is expressly authorized to give, (y) the requiring of remedies the execution and delivery of additional Security Documents, or any foreclosure (z) employing agents or directing trustees in order to accomplish the actions requested.
(d) Notwithstanding the preceding, nothing shall impair the ability of the Trustee or otherwise the Collateral Agent to take any action or proceeding against any of the Collateral (other than actions as necessary to provecomply with any obligations imposed under any applicable law, protect or preserve including, without limitation, the Liens securing the Secured Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Security Document and (ii) it shall have been directed by in accordance with Section 3.3 below and any other applicable provisions of this Agreement and the other Security DocumentsTIA.
Appears in 1 contract
Sources: Collateral Agency Agreement (Offshore Logistics INC)
Undertaking of the Collateral Agent. (a) Subject to, and in accordance with, this Agreement and Agreement, the other Security Documents, Deutsche Bank Trust Company Americas is authorized, as collateral agentCollateral Agent will, for the benefit solely and exclusively of the present and future Secured Parties toParties:
(1i) accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Pledged Collateral subject thereto, and all Liens security interests created thereunder, perform its obligations 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;
(2ii) 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 Pledged Collateral subject thereto and such interests, rights, powers and remedies;
(3iii) deliver and receive notices pursuant to the Security Documents;
(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 Pledged Collateral under the Security Documents and its other interests, rights, powers and remedies;
(5v) 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 Pledged Collateral under the Security Documents or any of its other interests, rights, powers or remedies;
(6vi) execute and deliver amendments to the Security Documents as from time to time authorized pursuant and directed by an Act of Required Debtholders accompanied by an Officer’s Certificate to Section 8.1the effect that the amendment was permitted by each applicable Secured Debt Document; and
(7vii) release any Lien granted to it by any Security Document upon any Pledged Collateral if and as required by Section 4.15.1(b).
(b) Each party to this Agreement acknowledges and consents to the authorization 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 Agentit.
(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 Pledged Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Secured Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Security Document and (ii) until it shall have been directed by received a Notice of Actionable Default, and then only in accordance with Section 3.3 below and any other applicable the provisions of this Agreement and the other Security DocumentsAgreement.
Appears in 1 contract
Sources: Collateral Trust Agreement (ICO Global Communications (Holdings) LTD)
Undertaking of the Collateral Agent. (a) Subject toThe Collateral Agent hereby irrevocably undertakes and agrees, on the terms and conditions set forth in accordance withthis Agreement, this Agreement to act as agent and the other Security Documents, Deutsche Bank Trust Company Americas is authorized, as collateral agent, representative for the benefit solely and exclusively of the Trustee, the Working Capital Facility Agent and the present and future Secured Parties toWorking Capital Facility Lenders and Holders, and in such capacity shall:
(1i) accept, enter into, hold, maintainadminister, administer maintain and enforce all Security Documents, including all Collateral subject thereto, and all Liens created or granted to it thereunder, perform its obligations under the Security Documents thereunder and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, under or pursuant to or in connection with the Security DocumentsDocuments or applicable laws;
(2ii) 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 interests, rights, powers and remedies in the Collateral subject thereto and such interests, rights, powers and remedies, including, instituting and maintaining such suits and proceedings as it may deem expedient to prevent the impairment of, or to preserve or protect, its interests, rights, powers and remedies in the Collateral, subject to the terms of the Security Documents;
(3iii) deliver and receive notices pursuant to the Security Documents;
(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 as mortgagee, vessel mortgagee, marine mortgagee, stock pledgee, share pledgee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies, subject to the terms of the Security Documents;
(5v) remit to the Trustee or the Working Capital Facility Agent, as provided in Section 3.4 2.7, 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;
(6vi) execute and deliver amendments direct the disbursement of funds as expressly provided for in this Agreement;
(vii) take any actions required to be taken under the Security Documents as subject to the provisions of this Agreement; and
(viii) provide instructions from time to time authorized pursuant as required by the terms of the Security Documents, subject to Section 8.1the terms of this Agreement; and
(7) release any Lien granted provided, however, except as directed by the Applicable Authorized Representative, the Collateral Agent shall not be obligated to act upon directions purported to be delivered to it by any other Person or to foreclose upon or otherwise enforce or take any action with respect to any Lien or other remedy at law, equity or otherwise, or pursuant to any Security Document upon any Collateral if and as required by Section 4.1Document.
(b) Each party to this Agreement acknowledges and consents to the authorization undertaking of the Collateral Agent set forth in Section 3.1(a2.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Agent.
(c) Notwithstanding anything Upon receipt of any Act of the Applicable Authorized Representative, given in accordance with the terms of this Agreement, with indemnities satisfactory to the contrary contained Collateral Agent as provided in this AgreementSection 4.14(d), the Collateral Agent will not commence shall take, or direct the taking of, any exercise action provided for in such direction. Such action may include, (x) the giving of remedies any release, notice, approval, consent or any foreclosure waiver which may be called for hereunder or under the Security Documents that the Collateral Agent is expressly authorized to give, (y) the requiring of the execution and delivery of additional Security Documents, or (z) employing agents or directing trustees in order to accomplish the actions requested.
(d) Notwithstanding the preceding, nothing shall impair the ability of the Trustee or otherwise the Collateral Agent to take any action or proceeding against necessary to comply with any obligations imposed under any applicable law, including the TIA.
(e) Subject in all respects to the provisions of this Agreement, upon the direction of the Applicable Authorized Representative, the Collateral Agent shall take the actions specified to be taken by the Collateral Agent in the Indenture and the Working Capital Facility Agreement, as the case may be, and shall have all the rights and immunities specified as those of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing Agent in each of the Secured Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Security Document and (ii) it shall have been directed by in accordance with Section 3.3 below and any other applicable provisions of this Agreement and the other Security Documents.
Appears in 1 contract
Sources: Working Capital Facility Agreement (Trico Marine Services Inc)
Undertaking of the Collateral Agent. (a) Subject to, and in accordance with, this Agreement and Agreement, the other Security Documents, Deutsche Bank Trust Company Americas is authorizedCollateral Agent will, as collateral agenttrustee, for the benefit solely and exclusively of the present and future Secured Parties toSecurityholders:
(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 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 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 under 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 amendments to the Security Documents Operative Agreements as from time to time authorized pursuant to Section 8.19.01 accompanied by an Officers’ Certificate to the effect that the amendment was permitted under Section 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 4.12.10 or Section 6.01.
(b) Each party to this Agreement acknowledges and consents to the authorization 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 Secured Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Security Document and (ii) until it shall have been directed by written notice of a Securityholder Instruction and then only in accordance with Section 3.3 below and any other applicable the provisions of this Agreement and the other Security DocumentsAgreement.
Appears in 1 contract
Sources: Security and Collateral Agency Agreement (Expressjet Holdings Inc)
Undertaking of the Collateral Agent. (a) Subject to, and in accordance withwith the terms of the Credit Agreement, this Agreement and the other Security Documents, Deutsche Bank Trust Company Americas is authorized, as collateral agentthe Collateral Agent will, for the benefit solely and exclusively of the present and future Secured Parties toParties:
(1i) accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations 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;
(2ii) 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;
(3iii) deliver and receive notices pursuant to the Security Documents;
(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 under the Security Documents and its other interests, rights, powers and remedies;
(5v) remit as provided in Section 3.4 5.5 all cash proceeds proceeds, cash equivalents and other distributions of or in respect of Collateral received by the Collateral Agent it 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;
(6vi) execute and deliver amendments to the Security Documents this Agreement as from time to time authorized pursuant to Section 8.17.1; and
(7vii) release any Lien granted to it by any Security Document upon any Collateral if and as required by Section 4.17.16.
(b) Each party to this Agreement acknowledges and consents to the authorization undertaking of the Collateral Agent set forth in this Section 3.1(a) 6.2 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 AgreementAgreement or any other Security Document or Loan Document, the Collateral Agent will not commence may commence, or consent to or otherwise sustain any exercise of remedies or any foreclosure actions or otherwise take any action or proceeding against any of the Collateral (other than including actions as necessary to prove, protect or preserve the Liens securing the Secured Obligations) ); provided that it shall not be required to do so unless (i) the exercise of such remedy or action shall then be permitted under the underlying Security Document and (ii) until it shall have been directed by an Act of Required Lenders and then only in accordance with Section 3.3 below and any other applicable the provisions of this Agreement and the other Security Documents and Loan Documents.
Appears in 1 contract
Sources: Pledge and Security Agreement (Communication Intelligence Corp)
Undertaking of the Collateral Agent. (a) Subject toThe Collateral Agent hereby irrevocably undertakes and agrees, on the terms and conditions set forth in accordance withthis Agreement, this Agreement to act as agent and the other Security Documents, Deutsche Bank Trust Company Americas is authorized, as collateral agent, representative for the benefit solely and exclusively of the Priority Facility Agent, the Trustee, the Working Capital Facility Agent and the present and future Secured Parties toPriority Facility Lenders, Working Capital Facility Lenders and Holders, and in such capacity shall:
(1i) accept, enter into, hold, maintainadminister, administer maintain and enforce all Security Documents, including all Collateral subject thereto, and all Liens created or granted to it thereunder, perform its obligations under the Security Documents thereunder and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, under or pursuant to or in connection with the Security DocumentsDocuments or applicable laws;
(2ii) 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 interests, rights, powers and remedies in the Collateral subject thereto and such interests, rights, powers and remedies, including, instituting and maintaining such suits and proceedings as it may deem expedient to prevent the impairment of, or to preserve or protect, its interests, rights, powers and remedies in the Collateral, subject to the terms of the Security Documents;
(3iii) deliver and receive notices pursuant to the Security Documents;
(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 as mortgagee, vessel mortgagee, marine mortgagee, stock pledgee, share pledgee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies, subject to the terms of the Security Documents;
(5v) remit to the Priority Facility Agent, the Trustee or the Working Capital Facility Agent, as provided in Section 3.4 2.7, 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;
(6vi) execute and deliver amendments direct the disbursement of funds as expressly provided for in this Agreement;
(vii) take any actions required to be taken under the Security Documents as subject to the provisions of this Agreement; and
(viii) provide instructions from time to time authorized pursuant as required by the terms of the Security Documents, subject to Section 8.1the terms of this Agreement; and
(7) release any Lien granted provided, however, except as directed by the Applicable Authorized Representative, the Collateral Agent shall not be obligated to act upon directions purported to be delivered to it by any other Person or to foreclose upon or otherwise enforce or take any action with respect to any Lien or other remedy at law, equity or otherwise, or pursuant to any Security Document upon any Collateral if and as required by Section 4.1Document.
(b) Each party to this Agreement acknowledges and consents to the authorization undertaking of the Collateral Agent set forth in Section 3.1(a2.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Agent.
(c) Notwithstanding anything Upon receipt of any Act of the Applicable Authorized Representative, given in accordance with the terms of this Agreement, with indemnities satisfactory to the contrary contained Collateral Agent as provided in this AgreementSection 4.14(d), the Collateral Agent will not commence shall take, or direct the taking of, any exercise action provided for in such direction. Such action may include, (x) the giving of remedies any release, notice, approval, consent or any foreclosure waiver which may be called for hereunder or under the Security Documents that the Collateral Agent is expressly authorized to give, (y) the requiring of the execution and delivery of additional Security Documents, or (z) employing agents or directing trustees in order to accomplish the actions requested.
(d) Notwithstanding the preceding, nothing shall impair the ability of the Trustee or otherwise the Collateral Agent to take any action or proceeding against necessary to comply with any obligations imposed under any applicable law, including the TIA.
(e) Subject in all respects to the provisions of this Agreement, upon the direction of the Applicable Authorized Representative, the Collateral Agent shall take the actions specified to be taken by the Collateral Agent in the Priority Facility Agreement, the Indenture and the Working Capital Facility Agreement, as the case may be, and shall have all the rights and immunities specified as those of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing Agent in each of the Secured Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Security Document and (ii) it shall have been directed by in accordance with Section 3.3 below and any other applicable provisions of this Agreement and the other Security Documents.
Appears in 1 contract
Sources: Priority Facility Agreement (Trico Marine Services Inc)
Undertaking of the Collateral Agent. (a) Subject to, and in accordance with, this Agreement and Agreement, the other Security Documents, Deutsche Bank Trust Company Americas is authorizedCollateral Agent will, as collateral agent, for the benefit solely and exclusively of the present and future Secured Parties toParties, equally and ratably:
(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 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 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 under the Security Documents and its other interests, rights, powers and remedies;
(5) remit as provided in Section 3.4 2.4 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 amendments to the Security Documents as from time to time authorized pursuant to Section 8.1Documents; and
(7) release any Lien granted to it by any Security Document upon any Collateral if and as required by Section 4.1under the Security Documents.
(b) Each party to this Agreement acknowledges and consents to the authorization undertaking of the Collateral Agent set forth in Section 3.1(a2.1(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 Secured Parity Lien Obligations) unless (i) and until it receives written notice from the Required Parity Lien Debtholders or a Parity Lien Representative stating that an Actionable Default has occurred and is continuing and directing it to exercise of remedies against the Collateral, and thereafter the Collateral Agent will be required to act only if such remedy or action shall then be permitted under the underlying Security Document notice is not withdrawn and (ii) it shall have been directed by only in accordance with Section 3.3 below and any the other applicable provisions of this Agreement and the other Security DocumentsAgreement.
Appears in 1 contract
Sources: Collateral Agency Agreement (Advanced Audio Concepts, LTD)
Undertaking of the Collateral Agent. (a) Subject to, and in accordance with, this Agreement and the other Credit Agreement Security Documents, Deutsche Bank Trust Company Americas is authorized, as collateral agentthe Collateral Agent will, for the benefit solely and exclusively of the present and future Secured Parties to:Parties, subject to the terms hereof (including clause (c) of this Section 3.2 and Section 3.4):
(1) accept, enter into, hold, maintain, administer and enforce all Credit Agreement Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations under the Credit Agreement 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 Credit Agreement Security Documents;
(2) take all lawful and commercially reasonable actions permitted under the Credit Agreement Security Documents Documents, at the written direction of the Directing Credit Agreement Representative, 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 the Credit Agreement Security Documents;
(4) at the direction of an Act of Specified Lenders, 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 under the Credit Agreement Security Documents and its other interests, rights, powers and remedies;
(5) remit as provided in Section 3.4 3.5 all cash proceeds received by the Collateral Agent from the collection, foreclosure or enforcement of its interest in the Collateral under the Credit Agreement Security Documents or any of its other interests, rights, powers or remedies;
(6) execute and deliver amendments to the Credit Agreement Security Documents as from time to time authorized directed by the Directing Credit Agreement Representative pursuant to Section 8.1;
(7) at the direction of each Credit Agreement Representative, approve or consent to any amendments, adjustments or other modifications to the Approved Budget (as defined in the Credit Agreements); and
(7) 8) at the direction of the Directing Credit Agreement Representative, release any Lien granted to it by any Credit Agreement Security Document upon any Collateral if and as required by Section 4.1.
(b) Each party to this Agreement acknowledges and consents to the authorization undertaking of the Collateral Agent set forth in Section 3.1(a3.2(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 Secured Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Security Document and (ii) it shall have been directed by in accordance with Section 3.3 below and any other applicable provisions of this Agreement and the other Security Documents.
Appears in 1 contract
Undertaking of the Collateral Agent. (a) Subject to, and in accordance with, this Agreement and Agreement, the other Security Documents, Deutsche Bank Trust Company Americas is authorizedCollateral Agent will, as collateral agent, for the benefit solely and exclusively of the present and future Secured Parties toParties, Equally and Ratably:
(1) accept, enter into, hold, maintain, administer and enforce all Note Lien Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations under the Note Lien 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 Note Lien Security Documents;
(2) take all lawful and commercially reasonable actions permitted under the Note Lien 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 the Note Lien 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 under the Note Lien Security Documents and its other interests, rights, powers and remedies;
(5) remit as provided in Section 3.4 2.4 all cash proceeds received by the Collateral Agent from the collection, foreclosure or enforcement of its interest in the Collateral under the Note Lien Security Documents or any of its other interests, rights, powers or remedies;
(6) execute and deliver amendments to the Note Lien Security Documents as from time to time authorized pursuant to Section 8.1Documents; and
(7) release any Lien granted to it by any Note Lien Security Document upon any Collateral if and as required permitted by Section 4.12.2(b).
(b) Each party to this Agreement acknowledges and consents to the authorization undertaking of the Collateral Agent set forth in Section 3.1(a2.1(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 Secured Note Lien Obligations) unless (i) and until it receives written notice from the Required Note Lien Debtholders or a Note Lien Representative stating that an Actionable Default has occurred and is continuing and directing it to exercise of remedies against the Collateral, and thereafter the Collateral Agent will be required to act only if such remedy or action shall then be permitted under the underlying Security Document notice is not withdrawn and (ii) it shall have been directed by only in accordance with Section 3.3 below and any the other applicable provisions of this Agreement and the other Security DocumentsAgreement.
Appears in 1 contract
Undertaking of the Collateral Agent. (a) Subject to, and in accordance with, this Agreement and the other Security Documents, Deutsche Bank Trust Company Americas is authorized, as collateral agenteach Secured Representative hereby authorizes the Collateral Agent, for the benefit solely and exclusively of the present and future Secured Parties Parties, to:
(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 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 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 and in accordance with the terms of 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 under 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 amendments to the Security Documents as from time to time authorized pursuant to Section 8.1; and7.1 and the applicable Second Lien Documents;
(7) release any Lien granted to it by any Security Document upon any Collateral if and as required or permitted by Section 4.1; and
(8) enter into and perform its obligations under the Intercreditor Agreement and the Securitization Intercreditor Agreement.
(b) Each party to this Agreement acknowledges and consents to the authorization 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 AgentAgent and agrees to be bound by the documents authorized under Section 3.1(a) that are entered into by the Collateral Agent on its behalf.
(c) Notwithstanding anything to the contrary contained in this Agreement, the Collateral Agent will not commence any exercise of remedies or commence 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 Secured Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Security Document and (ii) it shall have been directed by in accordance with Section 3.3 below and any other applicable provisions received a written direction to do so from the Controlling Secured Representative, subject to the terms of this Agreement and the other Security DocumentsIntercreditor Agreement.
Appears in 1 contract
Sources: Collateral Trust and Intercreditor Agreement (Foresight Energy LP)
Undertaking of the Collateral Agent. (a) Subject toThe Collateral Agent hereby irrevocably undertakes and agrees, on the terms and conditions set forth in accordance withthis Agreement, this Agreement to act as agent and the other Security Documents, Deutsche Bank Trust Company Americas is authorized, as collateral agent, representative for the benefit solely and exclusively of the Trustees, and the present and future Secured Parties toHolders, and in such capacity shall:
(1i) accept, enter into, hold, maintainadminister, administer maintain and enforce all Security Documents, including all Collateral subject thereto, and all Liens created or granted to it thereunder, perform its obligations under the Security Documents thereunder and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, under or pursuant to or in connection with the Security DocumentsDocuments or applicable laws;
(2ii) 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 interests, rights, powers and remedies in the Collateral subject thereto and such interests, rights, powers and remedies, including, instituting and maintaining such suits and proceedings as it may deem expedient to prevent the impairment of, or to preserve or protect, its interests, rights, powers and remedies in the Collateral, subject to the terms of the Security Documents;
(3iii) deliver and receive notices pursuant to the Security Documents;
(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 as mortgagee, stock pledgee, share pledgee, trust deed beneficiary and insurance beneficiary or loss payee) with respect to the Collateral under the Security Documents and its other interests, rights, powers and remedies, subject to the terms of the Security Documents;
(5v) remit to the Trustees, as provided in Section 3.4 2.7, 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;
(6vi) execute and deliver amendments direct the disbursement of funds as expressly provided for in this Agreement;
(vii) take any actions required to be taken under the Transaction Documents subject to the Security Documents as provisions of this Agreement;
(viii) provide instructions from time to time authorized pursuant as required by the terms of the Transaction Documents, subject to Section 8.1the terms of this Agreement; and
(7ix) release any Lien granted to it by any Security Document upon any Collateral enter into and perform its obligations and protect, exercise and enforce its interest, rights, powers and remedies under the Junior Intercreditor Agreement, if and as required by Section 4.1.any;
(b) Each party to this Agreement acknowledges and consents to the authorization undertaking of the Collateral Agent set forth in Section 3.1(a2.1(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Agent.
(c) Notwithstanding anything Upon receipt of any Act of the Applicable Authorized Representative, given in accordance with the terms of this Agreement, with indemnities satisfactory to the contrary contained Collateral Agent as provided in this AgreementSection 4.14(d), the Collateral Agent will not commence shall take, or direct the taking of, any exercise action provided for in such direction. Such action may include, (x) the giving of remedies any release, notice, approval, consent or any foreclosure waiver which may be called for hereunder or under the Transaction Documents that the Collateral Agent is expressly authorized to give, (y) the requiring of the execution and delivery of additional Transaction Documents, or (z) employing agents or directing trustees in order to accomplish the actions requested.
(d) Notwithstanding the preceding, nothing shall impair the ability of either Trustee or otherwise the Collateral Agent to take any action or proceeding against necessary to comply with any obligations imposed under any applicable law, including the TIA.
(e) Subject in all respects to the provisions of this Agreement, upon the direction of the Applicable Authorized Representative, the Collateral Agent shall take the actions specified to be taken by the Collateral Agent in the Indentures, as the case may be, and shall have all the rights and immunities specified as those of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing Agent in each of the Secured Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Security Document and (ii) it shall have been directed by in accordance with Section 3.3 below and any other applicable provisions of this Agreement and the other Security Documents.
Appears in 1 contract
Sources: Collateral Agency and Intercreditor Agreement (CBL & Associates Limited Partnership)
Undertaking of the Collateral Agent. (a) Subject toThe Collateral Agent hereby irrevocably undertakes and agrees, on the terms and conditions set forth in accordance withthis Agreement, this Agreement and the other Security Documents, Deutsche Bank Trust Company Americas is authorized, to act as collateral agent, agent for the benefit solely and exclusively of the present and future holders of Term Loans, Notes and other Secured Parties to:
(1) Obligations and in such capacity to accept, enter into, hold, maintain, administer and enforce all collateral security at any time delivered to it by the Company or any Guarantor as security for the Secured Obligations and all rights, interests and powers at any time granted or enforceable in respect of such collateral security under the Security Documents or applicable law. Without limiting the generality of the foregoing, the Collateral Agent agrees that it will, as agent for the benefit exclusively of the present and future holders of Term Loans, Notes and other Secured Obligations, but subject to the terms and conditions hereof:
(i) enter into the Security Documents, including all Collateral subject theretoreceive, hold, administer and all Liens created enforce the security interests granted to it thereunder, perform its obligations under the Security Documents thereunder and protect, exercise and enforce the interests, rights, powers and remedies granted or available to it under, thereunder or pursuant to thereto or in connection with the Security Documentstherewith;
(2ii) upon direction of one Required Secured Debtholder, 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;
(3iii) establish the Asset Sale Proceeds Account and maintain sole dominion and control over the Asset Sale Proceeds Account and all deposits therein and investments thereof;
(iv) deliver and receive notices pursuant to the Security DocumentsDocuments and the Intercreditor Agreement;
(4v) 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 under the Security Documents and its other interests, rights, powers and remedies;
(5vi) remit as provided in Section 3.4 to the Trustee and the Administrative Agent, Equally and Ratably, 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;
(6vii) execute and deliver amendments to amend the Security Documents as from time to time authorized pursuant to Section 8.1; andand directed by Act of the Secured Debtholders;
(7viii) release any Lien granted to it by any Security Document upon any Collateral if and as required by Section 4.13.1; and
(ix) enter into the Intercreditor Agreement dated as of the Closing Date.
(b) Each party to this Agreement acknowledges The Company and consents the Guarantors acknowledge and consent to the authorization undertaking of the Collateral Agent set forth in Section 3.1(a2.1(a) and agrees agree to each of the other provisions of this Agreement applicable to the Collateral Agentthem, as expressly noted thereby.
(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 Secured Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Security Document and (ii) it shall have been directed by in accordance with Section 3.3 below and any other applicable provisions of this Agreement and the other Security Documents.
Appears in 1 contract
Sources: Collateral Agency Agreement (Tesoro Petroleum Co Inc)
Undertaking of the Collateral Agent. (a) Subject to, and in accordance with, this Agreement and Agreement, the other Security Documents, Deutsche Bank Trust Company Americas is authorized, as collateral agentCollateral Agent will, for the benefit solely and exclusively of the present and future Secured Parties toParties:
(1) accept, enter into, hold, maintain, administer and enforce all Security Documents, including all Collateral subject thereto, and all Liens security interests created thereunder, perform its obligations 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 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 under 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 amendments to the Security Documents as from time to time authorized pursuant and directed by an Act of Required Debtholders accompanied by an Officer's Certificate to Section 8.1the effect that the amendment was permitted by each applicable Secured Debt Document; and
(7) release any Lien granted to it by any Security Document upon any Collateral if and as required by Section 4.15.1(b).
(b) Each party to this Agreement acknowledges and consents to the authorization 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 Agentit.
(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 Secured Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Security Document and (ii) until it shall have been directed by received a Notice of Actionable Default, and then only in accordance with Section 3.3 below and any other applicable the provisions of this Agreement Agreement.
(d) Notwithstanding anything to the contrary contained in this Agreement, after the Remedy Bar Lift Trigger Date, if the Collateral Agent receives conflicting instructions from the First Priority Debt Representatives and the other Security DocumentsSecond Priority Debt Representatives, the Collateral Agent shall follow the instructions of the First Priority Debt Representatives.
Appears in 1 contract
Sources: Collateral Trust and Intercreditor Agreement (Delta Energy Center, LLC)
Undertaking of the Collateral Agent. (a) Subject to, and in accordance with, this Agreement and the other Credit Agreement Security Documents, Deutsche Bank Trust Company Americas is authorized, as collateral agentthe Collateral Agent will, for the benefit solely and exclusively of the present and future Secured Parties to:Parties, subject to the terms hereof (including clause (c) of this Section 3.2 and Section 3.4):
(1) accept, enter into, hold, maintain, administer and enforce all Credit Agreement Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations under the Credit Agreement 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 Credit Agreement Security Documents;
(2) take all lawful and commercially reasonable actions permitted under the Credit Agreement Security Documents Documents, at the written direction of the Directing Credit Agreement Representative, 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 the Credit Agreement Security Documents;
(4) at the direction of an Act of Specified Lenders, 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 under the Credit Agreement Security Documents and its other interests, rights, powers and remedies;
(5) remit as provided in Section 3.4 3.5 all cash proceeds received by the Collateral Agent from the collection, foreclosure or enforcement of its interest in the Collateral under the Credit Agreement Security Documents or any of its other interests, rights, powers or remedies;
(6) execute and deliver amendments to the Credit Agreement Security Documents as from time to time authorized directed by the Directing Credit Agreement Representative pursuant to Section 8.1;
(7) at the direction of each Credit Agreement Representative, approve or consent to any amendments, adjustments or other modifications to the Approved Budget (as defined in the Credit Agreements); and
(7) 8) at the direction of the Directing Credit Agreement Representative, release any Lien granted to it by any Credit Agreement Security Document upon any Collateral if and as required by Section 4.1.
(b) Each party to this Agreement acknowledges and consents to the authorization undertaking of the Collateral Agent set forth in Section 3.1(a3.2(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 Secured Pari Passu Guaranteed Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Credit Agreement Security Document and (ii) it shall have been directed by written notice of an Act of Specified Lenders and then only in accordance with Section 3.3 below and any other applicable the provisions of this Agreement and the other Credit Agreement Security Documents.
Appears in 1 contract
Undertaking of the Collateral Agent. (a) Subject to, and in accordance with, this Agreement and Agreement, the other Security Documents, Deutsche Bank Trust Company Americas is authorizedCollateral Agent will, as collateral agenttrustee, for the benefit solely and exclusively of the present and future Secured Parties toParties:
(1i) accept, enter into, hold, maintain, administer and enforce all Security Collateral Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations under the Security Collateral 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 Collateral Documents;
(2ii) take all lawful and commercially reasonable actions permitted under the Security Collateral 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;
(3iii) deliver and receive notices as required pursuant to this Agreement and the Security Collateral Documents;
(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 under the Security Collateral Documents and its other interests, rights, powers and remedies;
(5v) 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 Collateral Documents or any of its other interests, rights, powers or remedies;
(6vi) execute and deliver amendments to this Agreement and the Security Collateral Documents as from time to time authorized pursuant to in accordance with Section 8.1; and9.1;
(7vii) release any Lien granted to it by any Security Collateral Document upon any Collateral if and as required by Section 4.1; and
(viii) establish and maintain the Collateral Account and remit all amounts on deposit in the Collateral Account if and as required by Sections 4.2 and 4.3.
(b) Each party Obligor and each Secured Debt Representative by its signature hereto (including pursuant to this Agreement any Collateral Trust Accession) acknowledges and consents to the authorization 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 Agentit.
(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 Enforcement Proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Secured Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Security Document and (ii) until it shall have been directed by received a Notice of Actionable Default and instructions pursuant to an Act of Instructing Secured Parties, and then only in accordance with Section 3.3 below and any other applicable the provisions of this Agreement and the other Security DocumentsAgreement.
Appears in 1 contract
Sources: Collateral Trust and Agency Agreement (Postmedia Network Canada Corp.)
Undertaking of the Collateral Agent. (a) Subject to, and in accordance with, this Agreement and the other Pari Passu Security Documents, Deutsche Bank Trust Company Americas is authorized, as collateral agentthe Collateral Agent will, for the benefit solely and exclusively of the present and future Secured Parties to:Parties, subject to the terms hereof (including clause (c) of this Section 3.2 and Section 3.4):
(1) accept, enter into, hold, maintain, administer and enforce all Pari Passu Security Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations under the Pari Passu 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 Pari Passu Security Documents;
(2) take all lawful and commercially reasonable actions permitted under the Pari Passu Security Documents Documents, at the written direction of the Directing Pari Passu Debt Representative, 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 the Pari Passu Security Documents;
(4) at the direction of an Act of Required Pari Passu Debtholders, 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 under the Pari Passu Security Documents and its other interests, rights, powers and remedies;
(5) remit as provided in Section 3.4 3.5 all cash proceeds received by the Collateral Agent from the collection, foreclosure or enforcement of its interest in the Collateral under the Pari Passu Security Documents or any of its other interests, rights, powers or remedies;
(6) execute and deliver amendments to the Pari Passu Security Documents as from time to time authorized directed by the Directing Pari Passu Debt Representative pursuant to Section 8.1; and
(7) at the direction of the Directing Pari Passu Debt Representative, release any Lien granted to it by any Pari Passu Security Document upon any Collateral if and as required by Section 4.1.
(b) Each party to this Agreement acknowledges and consents to the authorization undertaking of the Collateral Agent set forth in Section 3.1(a3.2(a) and agrees to each of the other provisions of this Agreement applicable to the Collateral Agent.
(c) Notwithstanding anything to the contrary contained Except as otherwise expressly provided 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 Secured Pari Passu Debt Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Pari Passu Security Document and (ii) it shall have been directed by written notice of an Act of Required Pari Passu Debtholders and then only in accordance with Section 3.3 below and any other applicable the provisions of this Agreement and the other Pari Passu Security Documents.
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Undertaking of the Collateral Agent.
(a) Subject to, and in accordance with, this Agreement and Agreement, the other Security Documents, Deutsche Bank Trust Company Americas is authorizedCollateral Agent will, as collateral agenttrustee, for the benefit solely and exclusively of the present and future Secured Parties to:Parties:
(1i) accept, enter into, hold, maintain, administer and enforce all Security Collateral Documents, including all Collateral subject thereto, and all Liens created thereunder, perform its obligations under the Security Collateral 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 Collateral Documents;
(2ii) take all lawful and commercially reasonable actions permitted under the Security Collateral 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;
(3iii) deliver and receive notices as required pursuant to this Agreement and the Security Collateral Documents;
(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 under the Security Collateral Documents and its other interests, rights, powers and remedies;
(5v) 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 Collateral Documents or any of its other interests, rights, powers or remedies;
(6vi) execute and deliver amendments to this Agreement and the Security Collateral Documents as from time to time authorized pursuant to in accordance with Section 8.1; and9.1;
(7vii) release any Lien granted to it by any Security Collateral Document upon any Collateral if and as required by Section 4.1; and
(viii) establish and maintain the Collateral Account and remit all amounts on deposit in the Collateral Account if and as required by Sections 4.2 and 4.3.
(b) Each party Obligor and each Secured Debt Representative by its signature hereto (including pursuant to this Agreement any Collateral Trust Accession) acknowledges and consents to the authorization 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 Agentit.
(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 Enforcement Proceeding against any of the Collateral (other than actions as necessary to prove, protect or preserve the Liens securing the Secured Obligations) unless (i) the exercise of such remedy or action shall then be permitted under the underlying Security Document and (ii) until it shall have been directed by received a Notice of Actionable Default and instructions pursuant to an Act of Instructing Secured Parties, and then only in accordance with Section 3.3 below and any other applicable the provisions of this Agreement and the other Security DocumentsAgreement.
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