Actions by the Collateral Agent. The Collateral Agent shall take, or refrain from taking, any action as directed in writing by the Administrative Agent or the Requisite Lenders. Notwithstanding anything to the contrary provided herein or in the Collateral Documents, the Collateral Agent shall not be obligated to take, or refrain from taking, any action (a) to the extent the Collateral Agent has received a written advice from its counsel that such action is in conflict with any applicable law, Collateral Document or order of any Governmental Authority or (b) with respect to which the Collateral Agent, in its reasonable judgment, has not received adequate security or indemnity hereunder or under the Collateral Documents. Nothing in this Section 10.9 shall impair the right of the Collateral Agent in its discretion to take or omit to take any action which is deemed proper by the Collateral Agent under the Collateral Documents and which it believes in good faith is not inconsistent with any direction of the Administrative Agent or the Requisite Lenders delivered pursuant to this Section 10.9; provided, however, the Collateral Agent shall not be under any obligation to take any discretionary action under the provisions of this Agreement or any other Collateral Document unless so directed by the Administrative Agent or the Requisite Lenders. The Collateral Agent shall be obliged to perform only such duties as are specifically set forth in this Agreement or any Collateral Document, and no implied covenants or obligations shall be read into this Agreement or any Collateral Document against the Collateral Agent. The Collateral Agent shall, upon receipt of any written direction pursuant to this Section 10.9, exercise the rights and powers vested in it by any Collateral Document with respect to such direction, and the Collateral Agent shall not be liable with respect to any action taken or omitted in accordance with such direction. If the Collateral Agent shall seek directions from the Administrative Agent or the Requisite Lenders with respect to any action under any Collateral Document, the Collateral Agent shall not be required to take, or refrain from taking, such action until it shall have received such direction. The Collateral Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession shall be to deal with it in the same manner as with similar property for its own account. The powers conferred on the Collateral Agent hereunder and un...
Actions by the Collateral Agent. The obligations of the Collateral Agent hereunder are only those expressly set forth herein. The Collateral Agent shall be entitled to (but shall not be obligated to) take or refrain from taking any discretionary powers or actions under this Security Agreement or any other Credit Document unless and until the Collateral Agent shall have received the written direction to take or refrain from taking such action from the Required Lenders (or all of the Lenders with respect to actions which require unanimous approval of the Lenders). The Collateral Agent shall not be required to take any action hereunder if it shall reasonably determine that by so doing it may incur criminal or civil liability.
Actions by the Collateral Agent. Each Bank acknowledges that (a) such Bank has performed and will continue to perform its own credit analysis of Borrower and each other Company and its own investigations of the risks involved in the transactions contemplated in connection with the Obligations and in entering into the provisions of this Article 9A and the Collateral Documents, (b) such Bank has reviewed the form and substance of each of the Collateral Documents, including any UCC financing statements filed in connection with any of the Collateral Documents, and (c) the Collateral Agent, by executing this Agreement, has not, nor at any time shall the Collateral Agent be deemed to have, made any representation or warranty, express or implied, with respect to the (i) due execution, authenticity, legality, accuracy, completeness, validity or enforceability of any of the Collateral Documents or any of the Intercreditor Provisions or as to the financial condition or creditworthiness of Borrower or any other Company, or the collectability of the Obligations, or (ii) validity, perfection, priority, enforceability, value or sufficiency of, or title to any of the Collateral, or the filing, or recording, or taking of any other actions with respect to the Collateral. Although the Collateral Agent will endeavor to exercise the same care in administering the Collateral as if the Collateral Agent were acting for its own account, the Collateral Agent shall be fully protected in relying upon any document that appears to it to be genuine, and upon the advice of legal counsel, independent accountants and other appropriate experts (including those retained by Borrower). Neither the Collateral Agent nor any of its affiliates, directors, officers, attorneys or employees shall be liable for any action taken or omitted to be taken by it or them hereunder or in connection herewith, except for its or their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction.
Actions by the Collateral Agent i. The obligations of the Collateral Agent under the Transaction Documents are only those expressly set forth therein. Without limiting the generality of the foregoing, the Collateral Agent:
Actions by the Collateral Agent. The lien, security interest and other security rights of the Collateral Agent and Lenders hereunder shall not be impaired by any indulgence, moratorium or release granted by the Collateral Agent (except as provided in Section 6.1), including but not limited to (a) any renewal, extension, increase or modification which the Collateral Agent or any Lender may grant with respect to any Secured Indebtedness, (b) any surrender, compromise, release, renewal, extension, exchange or substitution which the Collateral Agent or any Lender may grant in respect of the Property, or any part thereof or any interest therein (except to the extent specifically surrendered, compromised, released, renewed, extended, exchanged or substituted), or (c) any release or indulgence granted to any endorser, guarantor or surety of any Secured Indebtedness. The taking of additional security by the Collateral Agent or any Lender shall not release or impair the lien, security interest or other security rights of the Collateral Agent hereunder or affect the liability of Grantor or of any endorser or guarantor or other surety or improve the right of any permitted junior lienholder in the Property.
Actions by the Collateral Agent. Subject to the provisions of the Security Documents, the Collateral Agent may in its sole discretion and without the consent of the Trustee or of the Holders take all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the Security Documents and (ii) to collect and receive all amounts payable in respect of the Obligations of the Company or any Guarantor under the Security Documents.
Actions by the Collateral Agent. The Collateral Agent shall not take any action under this Agreement or the other Credit Documents, including the enforcement or exercise of any remedies in respect of the Obligations, and shall not be obligated to take any such action, except to the extent expressly specified in a written notice received by the Collateral Agent signed by the Required Holders (or, pursuant to Sections 11.2 or 11.5 only, signed by the Demand Holders); PROVIDED, HOWEVER, that the Collateral Agent may execute releases and other collateral termination documents with respect to assets disposed of by the Obligors as permitted by Section 10. All actions taken by the Collateral Agent in accordance with this Section 12.2 shall be binding upon all Holders; PROVIDED, HOWEVER, that the foregoing shall not be deemed a waiver of any Holder's rights against any other party hereto with respect to the taking of such action.
Actions by the Collateral Agent. The Collateral Agent shall not take ------------------------------- any action under this Agreement, including in connection with Discount Option Security and the enforcement or exercise of any remedies in respect of the Secured Obligations, and shall not be obligated to take any such action, except to the extent expressly specified in a written notice received by the Collateral Agent signed by the Required Noteholders. All actions taken by the Collateral Agent in accordance with this Section 3.2, including taking any action (i) waiving in writing compliance with any covenant in this Agreement or any other Security Document, (ii) releasing the Danbury Mortgage and accepting substitute collateral therefor, or (iii) taking any other action, shall be binding upon all Noteholders; provided, however, that the foregoing shall not be deemed a waiver of any Noteholder's rights against any other party hereto with respect to the taking of such action.
Actions by the Collateral Agent. Subject to the provisions of the Collateral Agreements and Article Eight, the Collateral Agent may in its sole discretion and without the consent of the Trustee or the Holders take all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the Collateral Agreements and (ii) collect and receive all amounts payable in respect of the obligations of the Company and any Restricted Subsidiaries under the Collateral Agreements and this Indenture. The Collateral Agent shall have the power to institute and maintain such suits and proceedings as it may deem expedient in order to prevent any impairment of the
Actions by the Collateral Agent. Subject to the provisions of the Collateral Agreements and Article Eight, the Collateral Agent may in its sole discretion and without the consent of the Trustee or the Holders take all actions it deems necessary or appropriate in order to (i) enforce any of the terms of the Collateral Agreements and (ii) collect and receive all amounts payable in respect of the obligations of the Company and any Restricted Subsidiaries under the Collateral Agreements and this Indenture. The Collateral Agent shall have the power to institute and maintain such suits and proceedings as it may deem expedient in order to prevent any impairment of the Collateral by any act that may be unlawful or in violation of this Indenture or the Collateral Agreements, and such suits and proceedings as the Collateral Agent may deem expedient to preserve or protect its interests and those of the Trustee and the Holders in the Collateral. No duty beyond that set forth in Section 7.01 is imposed on the Collateral Agent pursuant to this Section 11.09. Each Holder hereby authorizes the Collateral Agent and the Trustee to enter into the Collateral Agreements and the Intercreditor Agreement.
