Rights of the Collateral Agent. In the event of any conflict between any terms and provisions set forth in this Agreement and those set forth in any other Security Document, the terms and provisions of this Agreement shall supersede and control the terms and provisions of such other Security Document. In the event there is any bona fide, good faith disagreement between the other parties to this Agreement or any of the other Security Documents resulting in adverse claims being made in connection with Collateral held by the Collateral Agent and the terms of this Agreement or any of the other Security Documents do not unambiguously mandate the action the Collateral Agent is to take or not to take in connection therewith under the circumstances then existing, or the Collateral Agent is in doubt as to what action it is required to take or not to take hereunder or under the other Security Documents, it will be entitled to refrain from taking any action (and will incur no liability for doing so) until directed otherwise in writing by a request signed jointly by the parties hereto entitled to give such direction or by order of a court of competent jurisdiction.
Rights of the Collateral Agent. Notwithstanding anything contained herein, the Parties agree that this Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and accordingly each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agents under the Quota Charge Agreement and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Agreement as if set out in full herein. [Certification of the Public Notary and the related powers of attorney inserted] SCHEDULE A “SCHEDULE 3 Part VII February 2011 Incremental Assumption and Amendment Agreement” (To Be Inserted) SCHEDULE B ÜZLETRÉSZ ZÁLOGSZERZŐDÉST MÓDOSÍTÓ SZERZŐDÉS KIVONATA EXTRACT OF THE AMENDMENT TO THE QUOTA CHARGE AGREEMENT a cégnyilvántartásról, a bírósági cégeljárásról és a végelszámolásról szóló 2006. évi V. törvény 2. számú melléklete II. 1. ea) pontjának figyelembe vételével with regard to the Clause II.1.ea) of Schedule No. 2 of the Act V of 2006 on Public Company Information, Company Registration and Winding-up Proceedings (a továbbiakban: “Kivonat”) amely az xxxxxx xxxxx xxxxxx xxxxxxx Xxxxxxxxxx, 0000. február 9. napján létrejött módosító szerződés (a továbbiakban: “Szerződés”) alapján: (hereinafter referred to as the “Extract”), which has been prepared on the basis of the amendment agreement entered into by and between the parties named below in Budapest on 9 February 2011 (hereinafter referred to as the “Agreement”):
Rights of the Collateral Agent. (a) If an Event of Default shall occur and be continuing, (i) the Collateral Agent shall have the right to receive and shall receive any and all cash distributions or dividends paid in respect of the Collateral and make application thereof to the Obligations in such order as it may determine, and (ii) to the extent permitted by applicable law, all shares or certificates of or evidencing the Interests and the Pledged Stock shall be registered in the name of the Collateral Agent or its nominee, and (whether or not so registered) the Collateral Agent or its nominee may thereafter exercise (A) all voting, corporate, member, manager and other rights pertaining to the Interests or the shares of the Pledged Stock, as the case may be, and (B) any and all rights of conversion, exchange, subscription and any other rights, privileges or options pertaining to the Interests or such shares of the Pledged Stock, as the case may be, as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of the Interests or the Pledged Stock upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the structure of any of the Subsidiaries, or upon the exercise by any Pledgor or the Collateral Agent of any right, privilege or option pertaining to such shares or certificates of or evidencing the Interests or the Pledged Stock, and in connection therewith, the right to deposit and deliver any and all of the Interests or the Pledged Stock with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Collateral Agent shall have no duty to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing.
Rights of the Collateral Agent. In addition to all of its other rights herein including under Articles IX and X, under the other Transaction Documents or at Law or in equity, the Administrative Agents and Collateral Agent shall have the other following rights set forth in this Section 8.3:
Rights of the Collateral Agent. Notwithstanding anything contained herein, the Parties agree that this Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and accordingly each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agents under the Charge and Security Deposit over Bank Accounts Agreement and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Agreement as if set out in full herein. [Certification of the Public Notary and the related powers of attorney inserted] SCHEDULE A “SCHEDULE 3 Part IV INCREMENTAL ASSUMPTION AND AMENDMENT AGREEMENT (TO BE INSERTED) ” SCHEDULE B “SCHEDULE 3 Part V 2010 Secured Notes Indenture” SIGNATURES CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság - as Chargor By: Wilmington Trust (London) Limited - as Chargee By:
Rights of the Collateral Agent. Notwithstanding anything contained herein, the Parties agree that this Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and accordingly each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agents under the Charge and Security Deposit over Bank Accounts Agreement and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Agreement as if set out in full herein. [Certification of the Public Notary and the related powers of attorney inserted] SCHEDULE A “SCHEDULE 3 Part VII February 2011 Incremental Assumption and Amendment Agreement” (To Be Inserted) SIGNATURES Closure Systems International Holdings (Hungary) Kft. - as Chargor By: Wilmington Trust (London) Limited - as Chargee By:
Rights of the Collateral Agent. (i) The Collateral Agent may conclusively rely and shall be fully protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper Person. The Collateral Agent need not investigate any fact or matter stated in any such document. The Collateral Agent shall not be obligated to communicate with or deal in any way with any Secured Party other than the Trustee and any Additional Pari Passu Agent. In determining (x) the amount of Secured Obligations outstanding under the Indenture or any Permitted Additional Pari Passu Lien Agreement or (y) whether the consent of any Secured Party to any amendment, waiver or other action under this Agreement or any other Security Document has been obtained, the Collateral Agent may conclusively rely on any statement by the Trustee or the applicable Additional Pari Passu Agent as to such matter.
Rights of the Collateral Agent. Notwithstanding anything contained herein, the Parties agree that this Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and accordingly each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agents under the Charge and Security Deposit over Bank Accounts Agreement and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Agreement as if set out in full herein. SCHEDULE A “SCHEDULE 3 Part VIII AUGUST 2011 SECURED NOTES INDENTURE” (To Be Inserted) SCHEDULE B “SCHEDULE 3 Part IX AUGUST 2011 INCREMENTAL ASSUMPTION AND AMENDMENT AGREEMENT” (To Be Inserted) SIGNATURES CSI Hungary Gyártó és Kereskedelmi Korlátolt Felelősségű Társaság - as Chargor By: Wilmington Trust (London) Limited - as Chargee By:
Rights of the Collateral Agent. Notwithstanding anything contained herein, the Parties agree that this Agreement shall be deemed a “Security Document” for the purposes of and as defined in the First Lien Intercreditor Agreement (and for no other purpose) and accordingly each of the protections, immunities, rights, indemnities and benefits conferred on the Collateral Agents under the Charge and Security Deposit over Bank Accounts Agreement and the First Lien Intercreditor Agreement shall continue in full force and effect and shall apply to this Agreement as if set out in full herein.
Rights of the Collateral Agent. Notwithstanding anything to the contrary in this Agreement, the Collateral Agent and/or the Custodian shall have the right to reject or return any Security transferred to any Collateral Account to the extent that it has determined, with the advice of its counsel (which may be in-house counsel), that acceptance of such Security as Collateral or otherwise, would violate or conflict with any law, treaty, rule or regulation or determination of any Governmental Authority or other requirements of law binding upon the Collateral Agent or the Custodian.
