Co-Collateral Agent Sample Clauses

Co-Collateral Agent. If appropriate under Applicable Law, Agent may appoint a Person to serve as a co-collateral agent or separate collateral agent under any Loan Document. Each right, remedy and protection intended to be available to Agent under the Loan Documents shall also be vested in such agent. Secured Parties shall execute and deliver any instrument or agreement that Agent may request to effect such appointment. If any such agent shall die, dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of the agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new agent.
Co-Collateral Agent. If the Collateral Agent shall from time to time deem it necessary or advisable, for its own protection in the performance of its duties hereunder or in the interest of the Secured Creditors, the parties hereto shall (subject to their approval so long as they are not in default under any Loan Document, such approval not be unreasonably withheld or delayed) execute and deliver a supplemental agreement and all other instruments and agreements necessary or advisable, in the reasonable opinion of the Collateral Agent, to constitute another commercial bank or trust company, or one or more other Persons approved by the Collateral Agent, to act as co-Collateral Agent or agent with respect to any part of the Collateral, with such powers of the Collateral Agent as may be provided in such supplemental agreement, and to vest in such bank, trust company or Person as such co-Collateral Agent or separate agent, as the case may be, any properties, rights, powers, privileges and duties of the Collateral Agent under this Agreement or any Security Document.
Co-Collateral Agent. (a) If deemed necessary or desirable by the Collateral Agent or by the Majority Senior Creditors in order to enforce, preserve or protect any interest in any of the Collateral, then the Majority Senior Creditors may, by notice to the Collateral Agent, appoint a co-collateral agent (a "Co-Collateral Agent"), which shall be an institution that would otherwise qualify as a successor Collateral Agent. Except as set forth below, any Co-Collateral Agent so appointed shall have all the rights, powers, duties and obligations of the Collateral Agent for the purposes of enforcing the Security Documents with respect to which it shall have been appointed to act by the Collateral Agent or the Majority Senior Creditors. Upon the appointment of a Co-Collateral Agent with respect to any item or items of Collateral, except as expressly provided below, all rights, powers, duties and obligations of the Collateral Agent hereunder with respect to such item or items of Collateral shall be exercised and performed jointly by the Collateral Agent and the Co-Collateral Agent (or by the Collateral Agent or the Co-Collateral Agent individually as directed by the Collateral Agent).
Co-Collateral Agent. (a) Except as expressly set forth herein, (i) Co-Collateral Agent shall not have any duties or responsibilities, (ii) Co-Collateral Agent shall not have or be deemed to have any fiduciary relationship with any Lender and (iii) no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against Co-Collateral Agent. At any time that any Lender serving (or whose Affiliate is serving) as Co-Collateral Agent shall have transferred to any other Person (other than any Affiliates) all of its interests in the Loans and the Revolving Loan Commitment, such Lender (or an Affiliate of such Lender acting as Co-Collateral Agent) shall be deemed to have concurrently resigned as Co-Collateral Agent (and no successor will be appointed hereunder). In addition, Co-Collateral Agent may at any time in its sole discretion resign from acting in such capacity upon written notice to Agent and the Borrower Representative. In the event that there shall exist no Person acting in the capacity of Co-Collateral Agent, any references herein to the Co-Collateral Agent shall be deemed to refer to Agent.
Co-Collateral Agent. If a Co-Collateral Agent proposes an adjustment or revision to Borrowing Base eligibility standards, advance rates applicable to the Borrowing Base or Reserves, or makes any other proposal regarding a determination or action which may be made by the Co-Collateral Agents pursuant to this Agreement or any Security Document, the other Co-Collateral Agent shall respond to such proposal within three Business Days of its receipt of such written proposal. In the event that the Co-Collateral Agents do not agree on eligibility standards or Reserves or any other action or determination which may be made by the Co-Collateral Agents pursuant to the Agreement or any Security Documents, the Administrative Agent shall nevertheless undertake such action with respect thereto as any Co-Collateral Agent may request (subject to the other provisions of this Agreement); provided that the amount of Reserves established or increased or eligibility reduced by any Co-Collateral Agent in the event of any such disagreement may not exceed £5,000,000 in the aggregate at any time outstanding for all such disagreements; and further provided that the Administrative Agent may not, without the prior consent of such Co-Collateral Agent, reduce or eliminate any such Reserves established under this sentence; and further provided that if the Co-Collateral Agents subsequently agree on the establishment or amount of Reserves to be imposed after their initial disagreement, the Reserves so established upon such agreement shall not be subject to the first proviso hereof and shall not be included in calculating the amount of Reserves or eligibility reductions permitted under such first proviso.
Co-Collateral Agent. If at any time or times it shall be necessary or prudent in order to conform to any law of any jurisdiction in which any of the Collateral shall be located, or the Collateral Agent shall be advised by counsel, satisfactory to it, that it is reasonably necessary in the interest of the Holders, or the Company (so long as there is not a continuing Event of Default), the Holders of a majority in aggregate principal amount of Notes, or the Trustees shall in writing so request the Collateral Agent, or the Collateral Agent shall deem it desirable for its own protection in the performance of its duties hereunder, the Collateral Agent, the Trustees and the Company shall, at the reasonable request of the Collateral Agent, execute and deliver all instruments and agreements necessary or proper to constitute another bank or trust company, or one or more persons approved by the Collateral Agent, the Company and the Trustees, either to act as co-Collateral Agent or co-Collateral Agents of all or any of the Collateral, jointly with the Collateral Agent originally named herein or any successor or successors, or to act as separate collateral agent or collateral agents any such property. In case an Event of Default shall have occurred and be continuing, the Collateral Agent may act under the foregoing provisions of this Article 12 without the concurrent consent of the Holders, and the Holders hereby appoint the Collateral Agent as its trustee and attorney to act under the foregoing provisions of this Section 12.14 in such case. This appointment of any co-Collateral Agent pursuant to this Section 12.14 shall be subject to the Intercreditor Agreement.
Co-Collateral Agent. If appropriate under Applicable Law, Agent may appoint a Person to serve as a co-collateral agent or separate collateral agent under any Loan Document. Each right, remedy and protection intended to be available to Agent under the Loan Documents shall also be vested in such agent. Secured Parties shall execute and deliver any instrument or agreement that Agent may request to effect such appointment. If any such agent shall die, dissolve, become incapable of acting, resign or be removed, then all the rights and remedies of the agent, to the extent permitted by Applicable Law, shall vest in and be exercised by Agent until appointment of a new agent. Due Diligence and Non-Reliance . Each Lender acknowledges and agrees that it has, independently and without reliance upon Agent or any other Lenders, and based upon such documents, information and analyses as it has deemed appropriate, made its own credit analysis of each Obligor and its own decision to enter into this Agreement and to fund Loans hereunder. Each Secured Party has made such inquiries as it feels necessary concerning the Loan Documents, Collateral and Obligors. Each Secured Party acknowledges and agrees that the other Secured Parties have made no representations or warranties concerning any Obligor, any Collateral or the 80 legality, validity, sufficiency or enforceability of any Loan Documents or Obligations. Each Secured Party will, independently and without reliance upon any other Secured Party, and based upon such financial statements, documents and information as it deems appropriate at the time, continue to make and rely upon its own credit decisions in making Loans and in taking or refraining from any action under any Loan Documents. Except for notices, reports and other information expressly requested by a Lender, Agent shall have no duty or responsibility to provide any Secured Party with any notices, reports or certificates furnished to Agent by any Obligor or any credit or other information concerning the affairs, financial condition, business or Properties of any Obligor (or any of its Affiliates) which may come into possession of Agent or its Affiliates. Remittance of Payments and Collections .
Co-Collateral Agent. (a) Notwithstanding any other provisions of this Agreement, but in all events not in limitation of the provisions of Section 5.04(b), at any time for the purpose of meeting any legal requirement of any jurisdiction (including any jurisdiction in which any part of the Collateral may at the time be located), the Collateral Agent shall have the power and may execute and deliver all instruments necessary for the appointment of one or more Persons to act as a co-collateral agent or co-collateral agents, or separate collateral agent or separate collateral agents (including with respect to all or any part of the Collateral), and to vest in such Person or Persons, in such capacity and for the benefit of the Secured Parties, subject to the other provisions of this Section, such powers, duties, obligations and rights as the Collateral Agent may consider necessary or desirable (including title to the Collateral, or any part thereof).
Co-Collateral Agent. If necessary or appropriate under Applicable Law, Agent may appoint a Person to serve as a co-collateral agent or separate collateral agent under any Loan

Related to Co-Collateral Agent

  • Collateral Agent The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the Lenders (including in its capacities as a potential Hedge Bank and a potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties to secure any of the Secured Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all provisions of this Article IX and Article XI (including Section 11.04(c), as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents) as if set forth in full herein with respect thereto.

  • Successor Administrative Agent and Collateral Agent (a) Administrative Agent shall have the right to resign at any time by giving prior written notice thereof to Lenders and Tronox US and Administrative Agent may be removed at any time with or without cause by an instrument or concurrent instruments in writing delivered to Borrower and Administrative Agent and signed by Requisite Lenders. Administrative Agent shall have the right to appoint a financial institution to act as Administrative Agent and/or Collateral Agent hereunder, subject to the reasonable satisfaction of Tronox US and Requisite Lenders, and Administrative Agent’s resignation shall become effective on the earliest of (i) 45 days after delivery of the notice of resignation (regardless of whether a successor has been appointed or not), unless such date is extended by Administrative Agent in its sole and absolute discretion, (ii) the acceptance of such successor Administrative Agent by Tronox US and Requisite Lenders or (iii) such other date, if any, agreed to by Requisite Lenders. Upon any such notice of resignation or any such removal, if a successor Administrative Agent has not already been appointed by the retiring Administrative Agent, Requisite Lenders shall have the right, subject to the prior written consent of Tronox US, to appoint a successor Administrative Agent. If neither Requisite Lenders nor Administrative Agent have appointed a successor Administrative Agent, Requisite Lenders shall be deemed to have succeeded to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent; provided that, until a successor Administrative Agent is so appointed by Requisite Lenders or Administrative Agent, any collateral security held by Administrative Agent in its role as Collateral Agent on behalf of the Lenders under any of the Collateral Documents shall continue to be held by the retiring Collateral Agent as nominee until such time as a successor Collateral Agent is appointed. Upon the acceptance of any appointment as Administrative Agent hereunder by a successor Administrative Agent, that successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring or removed Administrative Agent and the retiring or removed Administrative Agent shall promptly (i) transfer to such successor Administrative Agent all sums, Securities and other items of Collateral held under the Collateral Documents, together with all records and other documents necessary or appropriate in connection with the performance of the duties of the successor Administrative Agent under the Credit Documents, and (ii) execute and deliver to such successor Administrative Agent such amendments to financing statements, and take such other actions, as may be necessary or appropriate in connection with the assignment to such successor Administrative Agent of the security interests created under the Collateral Documents, whereupon such retiring or removed Administrative Agent shall be discharged from its duties and obligations hereunder. Except as provided above, any resignation or removal of Goldman Sachs or its successor as Administrative Agent pursuant to this Section shall also constitute the resignation or removal of Goldman Sachs or its successor as Collateral Agent. After any retiring or removed Administrative Agent’s resignation or removal hereunder as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent hereunder. Any successor Administrative Agent appointed pursuant to this Section shall, upon its acceptance of such appointment, become the successor Collateral Agent for all purposes hereunder.