Predecessor Collateral Agent definition
Examples of Predecessor Collateral Agent in a sentence
Any such filing or other recording shall be based on the records and other information provided to the Successor Collateral Agent by the Company, any Guarantor or the Predecessor Collateral Agent.
The parties hereto acknowledge and agree that, absent its own gross negligence, willful misconduct or bad faith, the Successor Collateral Agent shall not be liable for any loss or liability incurred as a consequence of the Successor Collateral Agent not having been provided with all information or documents available to the Predecessor Collateral Agent or in the Predecessor Collateral Agent’s possession.
The Predecessor Collateral Agent may also rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon.
The Predecessor Collateral Agent may consult with legal counsel (who may be counsel for the Successor Collateral Agent), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.
All provisions of the Indentures and the Existing Collateral Documents providing for the payment of fees and expenses of, and providing for indemnities or exculpation for the benefit of, the Collateral Agent shall remain in full force and effect for the benefit of the Successor Collateral Agent and the Predecessor Collateral Agent (in the case of the Predecessor Collateral Agent, as set forth in Section 2(c) hereof).
The parties hereto agree that the Predecessor Collateral Agent’s role as such sub-agent and bailee shall impose no duties, obligations or liabilities on the Predecessor Collateral Agent, other than as explicitly set forth in this Section 3(b) and Section 3(c), and, without limiting Section 2(c) hereof, the Predecessor Collateral Agent, its sub-agents and their respective Related Parties shall have the full benefit of the Agency Provisions with respect thereto.
Each of the Company, each Guarantor, the Predecessor Collateral Agent and Regions agrees to cooperate with the Successor Collateral Agent as reasonably necessary to effectuate the foregoing.
In addition, the Company and the Parent agree to pay all reasonable out-of-pocket expenses incurred by the Successor Collateral Agent, the Predecessor Collateral Agent or Regions (including the fees, charges and disbursements of counsel) in connection with the negotiation, preparation, execution and delivery of this Agreement or any related documents.
Notwithstanding anything to the contrary in this Agreement, any Indenture or any Existing Collateral Document, the security interests, Liens and Collateral assigned or transferred by the Predecessor Collateral Agent to the Successor Collateral Agent under or pursuant to this Agreement and any Existing Collateral Document shall be transferred as-is, where-is and without representation or warranty of any kind, whether express or implied, and without recourse to the Predecessor Collateral Agent.
The Predecessor Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed or sent by the proper Person.