Common use of Rights of Collateral Agent Clause in Contracts

Rights of Collateral Agent. The Collateral Agent shall not be liable for failure to collect or realize upon the Obligations or any collateral security or guaranty therefor, or any part thereof, or for any delay in so doing, nor shall the Collateral Agent be under any obligation to take any action whatsoever with regard thereto. Any or all of the Pledged Interests held by the Collateral Agent hereunder may, if an Event of Default has occurred and is continuing, without notice, be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter without notice exercise all voting and corporate rights at any meeting with respect to any Pledge Entity and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Interests as if it were the absolute owner thereof, including, without limitation, the right to vote in favor of, and to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other readjustment with respect to any Pledge Entity or upon the exercise by any Pledge Entity, the Pledgor or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged Interests, and in connection therewith, to deposit and deliver any and all of the Pledged Interests with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may reasonably determine, all without liability except to account for property actually received by the Collateral Agent, but the Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.

Rights of Collateral Agent. The (a) Collateral Agent may conclusively rely on the truth of the statements and correctness of the opinions contained in, and shall be protected from acting or refraining from acting upon, any document believed by it to be genuine and to have been signed or presented by the proper person. Collateral Agent need not investigate any fact or matter stated in the document. (b) Before Collateral Agent acts or refrains from acting, it may require an Officer's Certificate or an Opinion of Counsel or both. Collateral Agent shall not be liable for failure to collect any action it takes or realize upon the Obligations or any collateral security or guaranty therefor, or any part thereof, or for any delay in so doing, nor shall the Collateral Agent be under any obligation omits to take in good faith in reliance on such Officer's Certificate or Opinion of Counsel. Prior to taking, suffering or admitting any action whatsoever with regard thereto. Any or all of the Pledged Interests held by the Collateral Agent hereunder mayaction, if an Event of Default has occurred and is continuing, without notice, be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter without notice exercise all voting and corporate rights at any meeting with respect to any Pledge Entity and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Interests as if it were the absolute owner thereof, including, without limitation, the right to vote in favor of, and to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other readjustment with respect to any Pledge Entity or upon the exercise by any Pledge Entity, the Pledgor or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged Interests, and in connection therewith, to deposit and deliver any and all of the Pledged Interests with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may reasonably determine, all without liability except to account for property actually received by the consult with counsel of Collateral Agent's own choosing and the advise of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, but the suffered or omitted by it hereunder in good faith and in reliance thereon. (c) Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges or options may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any failure agent appointed with due care. (d) Collateral Agent shall not be liable for any action it takes or omits to do take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Agreement. (e) Unless otherwise specifically provided in this Agreement, any demand, request, direction or notice from Company shall be sufficient if signed by an Officer of Company. (f) Collateral Agent shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement at the request or direction of the Holders unless such Holders shall have offered to Collateral Agent security or indemnity satisfactory to Collateral Agent against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. (g) Collateral Agent shall not be charged with knowledge of any Default or Event of Default with respect to the Notes unless either (1) a Responsible Officer of Collateral Agent shall have actual knowledge of such Default or Event of Default or (2) written notice of such Default or Event of default shall have been given to Collateral Agent by Company or any Holder of the Notes. (h) The rights, privileges, protections, immunities and benefits given to Collateral Agent including without limitation, its right to be indemnified, are extended to, and shall be enforceable by, Collateral Agent in each of its capacities hereunder and each agent, custodian and other Person employed to act hereunder. (i) Collateral Agent may request that company deliver an Officer's Certificate setting forth the names of individuals and/or titles of officers authorized to take specified actions pursuant to this Agreement, including any person specified as so or delay authorized in so doingany such certificate previously delivered and not superseded.

Rights of Collateral Agent. The Collateral Agent shall not be liable for failure to collect or realize upon the Obligations or any collateral security or guaranty therefor, or any part thereof, or for any delay in so doing, nor shall the Collateral Agent be under any obligation to take any action whatsoever with regard thereto. Any or all of the Pledged Interests held by the Collateral Agent hereunder may, if an Event of Default has occurred and is continuing, without notice, be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter without notice exercise all voting and corporate rights at any meeting with respect to any Pledge Entity and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Interests as if it were the absolute owner thereof, including, without limitation, the right to vote in favor of, and to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other readjustment with respect to any Pledge Entity or upon the exercise by any Pledge Entity, the Pledgor Pledgors or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged Interests, and in connection therewith, to deposit and deliver any and all of the Pledged Interests with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may reasonably determine, all without liability except to account for property actually received by the Collateral Agent, but the Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.

Rights of Collateral Agent. The Collateral Agent shall not be liable for failure to collect or realize upon the Obligations or any collateral security or guaranty therefor, or any part thereof, or for any delay in so doing, nor shall the Collateral Agent be under any obligation to take any action whatsoever with regard thereto. Any or all of the Pledged Interests held by the Collateral Agent hereunder may, if an Event of Default has occurred and is continuing, without notice, be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter without notice exercise all voting and corporate rights at any meeting with respect to any Pledge Entity and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Interests as if it were the absolute owner thereof, including, without limitation, the right to vote in favor of, and to exchange at its reasonable discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other readjustment with respect to any Pledge Entity or upon the exercise by any Pledge Entity, the Pledgor or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged Interests, and in connection therewith, to deposit and deliver any and all of the Pledged Interests with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may reasonably determine, all without liability except to account for property actually received by the Collateral Agent, but the Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.

Rights of Collateral Agent. The Collateral Agent shall not be liable for failure to collect or realize upon the Obligations or any collateral security or guaranty therefor, or any part thereof, or for any delay in so doing, nor shall a. Grantor hereby irrevocably constitutes and appoints the Collateral Agent be under any obligation and its agents as its attorney in fact with full power and authority either in its own name or in the name of Grantor to take any and all appropriate action whatsoever and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement including without limitation, the foregoing appointment authorizes the Collateral Agent without notice to or assent by Grantor, to do the following: (i) after a Default, to endorse any loss payment or returned premium check and to make, settle and release any claim under any insurance policy with regard thereto. Any respect to any Collateral; (ii) after a Default, to file any claim or take any other action or proceeding in any court of law or equity for the purpose of collecting any and all monies due under or with respect to any of the Pledged Interests held Collateral; (iii) after a Default, to file a financing statement signed only by the Collateral Agent hereunder may, if an Event of Default has occurred and is continuing, without notice, be registered with respect to this Agreement in accordance with the name of Uniform Commercial Code or signed by the Collateral Agent as attorney in fact for Grantor; (iv) after a Default, upon the occurrence and continuance of a failure by Grantor to do so, to pay or its nomineedischarge Security Agreement/Assigned Vehicles - 6 - September 8, 1999 taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Agreement or the Credit Agreement and to pay all or any part of the premiums therefor and the Collateral Agent or its nominee may thereafter without notice exercise all voting cost thereof; (v) after a Default, to receive payment of and corporate rights at any meeting with respect to any Pledge Entity and exercise receipt for any and all rights monies claims and other amounts due and to become due at any time in respect of conversionor arising out of any Collateral; (vi) after a Default, exchangeto commence and prosecute any suits, subscription actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other rights, privileges or options pertaining to any right in respect of the Pledged Interests as if it were the absolute owner thereofCollateral; (vii) after a Default, includingto settle, without limitationcompromise or adjust any suit, the right to vote in favor ofaction or proceeding described above and, and to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other readjustment with respect to any Pledge Entity or upon the exercise by any Pledge Entity, the Pledgor or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged Interests, and in connection therewith, to deposit give such discharges or releases as the Banks may deem appropriate; and deliver (viii) after a Default, generally to sell, transfer, pledge, make any and all agreement with respect to or otherwise deal with any of the Pledged Interests with any committee, depository, transfer agent, registrar or other designated agency upon such terms Collateral as fully and conditions completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent's option, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Grantor might do. Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest, shall be irrevocable and shall terminate only upon payment in full of the Liabilities and the termination of this Agreement. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Any insurance premiums, taxes, assessments, charges, and other amounts so paid by the Collateral Agent shall constitute part of the Liabilities payment of which shall be secured by the Collateral and shall be payable on demand by Grantor. The Banks and the Collateral Agent shall be accountable only for amounts that are actually received as a result of the exercise of such powers, and neither the Banks, the Collateral Agent nor any of their respective officers, directors, employees or agents shall be responsible to Grantor for any action taken or omitted to be taken in good faith or in reliance on the advice of counsel except for their own gross negligence or willful misconduct. b. After a Default, unless otherwise consented to by the Collateral Agent, Grantor will forthwith, upon receipt, transmit and deliver to the Collateral Agent, in the form received, all cash, checks, drafts, chattel paper and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may reasonably be collected by the Collateral Agent) which may be received by Grantor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Any such items which may be received by Grantor after such request by the Collateral Agent will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for the Banks until delivery is made to the Collateral Agent. Security Agreement/Assigned Vehicles - 7 - September 8, 1999 c. All items or amounts which are received by the Collateral Agent after a Default from Grantor or any other party on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (herein called the "Assignee Deposit Account") of Grantor with the Collateral Agent, as security for payment of the Liabilities. Grantor shall have no right to withdraw any funds deposited in the Assignee Deposit Account. Either Bank may, from time to time, in its discretion, and shall upon request of Grantor made not more than once in any week, direct the Collateral Agent to transfer all or any of the then balance, representing collected funds, in the Assignee Deposit Account ratably to the Banks, who shall promptly apply such funds, first, toward payment of the Liabilities under the Credit Agreement, the Loan Documents and this Agreement, and, second, toward payment of any other Liabilities, whether or not then due, in such order of application as the Banks may determine, and the Banks may, from time to time, in their discretion, direct the Collateral Agent to release all without liability except or any of such balance to account for property actually Grantor. The Collateral Agent is authorized to endorse, in the name of Grantor, any item, howsoever received by the Collateral Agent, but the Collateral Agent shall have no duty to exercise representing any payment on or other proceeds of any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doingCollateral.

Rights of Collateral Agent. (a) The Collateral Agent may rely 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 the document. The Collateral Agent shall have no duty to inquire as to the performance of the Company’s obligations and covenants set forth in Article IV herein. In addition, the Collateral Agent shall not be deemed to have knowledge of any default or any Event of Default unless Collateral Agent has received written notice thereof from the Company or any Holder or obtained actual knowledge. (b) Before the Collateral Agent acts or refrains from acting, it may require an Officers’ Certificate and/or an opinion of counsel. The Collateral Agent shall not be liable for failure to collect any action it takes or realize upon the Obligations or any collateral security or guaranty therefor, or any part thereof, or for any delay in so doing, nor shall the Collateral Agent be under any obligation omits to take any action whatsoever with regard thereto. Any or all of the Pledged Interests held by the Collateral Agent hereunder may, if in good faith in reliance on an Event of Default has occurred and is continuing, without notice, be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter without notice exercise all voting and corporate rights at any meeting with respect to any Pledge Entity and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Interests as if it were the absolute owner thereof, including, without limitation, the right to vote in favor of, and to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other readjustment with respect to any Pledge Entity or upon the exercise by any Pledge Entity, the Pledgor or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged Interests, and in connection therewith, to deposit and deliver any and all of the Pledged Interests with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as the Officer's Certificate and/or opinion. (c) The Collateral Agent may reasonably determine, all without liability except to account for property actually received by the Collateral Agent, but the Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges or options act through agents and shall not be responsible for the misconduct or negligence of any failure agent appointed with due care. (d) The Collateral Agent shall not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers. (e) Unless otherwise specifically provided for in this Agreement, any demand, notice, direction or request made by the Company shall be sufficient if signed by an officer of the Company. (f) The Collateral Agent shall not be responsible for the sufficiency of the Collateral. (g) The Collateral Agent assumes no duty to ensure the procuring of insurance on the Collateral or the payment of taxes and assessments with respect thereto. (h) No provision of this Agreement shall require the Collateral Agent to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not assured to it in its sole discretion. (i) The permissive rights of the Collateral Agent to do so things enumerated in this Agreement shall not be construed as a duty. (j) The rights of the Collateral Agent and limitation of liability enumerated herein and in Section 7.01 shall extend to actions taken or delay omitted in so doingits role as assignee of the Company under any Collateral held by the Collateral Agent.