Common use of Acceptance by Collateral Agent Clause in Contracts

Acceptance by Collateral Agent. The Collateral Agent hereby agrees to act as agent for the Secured Parties pursuant to the terms and conditions of, and to fully and timely perform its duties under, this Agreement until the satisfaction in full in cash and discharge of the Secured Obligations. By its execution and delivery of this Agreement, the Collateral Agent accepts its appointment as Collateral Agent and agrees to, among other things and in all cases subject to Section 3 and 5(i) hereof: (i) take the actions and otherwise exercise the rights and perform the duties described in Section 2(a) above; (ii) notify each Secured Party of the occurrence of an Event of Default of which it has actual knowledge and any material adverse change or development in the perfection of the security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral of which it has actual knowledge; (iii) release Collateral in accordance with the written instructions of the Required Holders; (iv) upon the occurrence of an Event of Default of which it has knowledge, solicit and rely upon direction from the Required Holders as to any disposition or other action with respect to the Collateral; (v) effectuate any reasonable actions called for by the Required Holders; and (vi) sell, liquidate or cause to be sold or liquidated the Collateral in a commercially reasonable manner in accordance with the written instructions of the Required Holders. Notwithstanding anything herein or elsewhere to the contrary, it is expressly understood and agreed among the parties hereto that the Collateral Agent shall have no duty or responsibility for preparing, maintaining or filing any financing statements (including, without limitation, any continuation statements or financing statement amendments) and the Collateral Agent hereby authorizes any of the Secured Parties to file financing statements naming the Collateral Agent as the secured party, as the collateral agent for the Secured Parties, with respect to the Collateral and the Secured Obligations. The Secured Parties shall have the sole responsibility for any such filings.

Acceptance by Collateral Agent. The Collateral Agent hereby agrees to act as agent for and representative of the Secured Parties Party, effective immediately upon the occurrence of the Grant Effectiveness Condition, pursuant to the terms and conditions of, and to fully and timely perform its duties under, this Agreement and the Pledge Documents until the satisfaction in full in cash and discharge of the Secured Obligations. By its execution and delivery of this Agreement, the Collateral Agent accepts its appointment as Collateral Agent Agent, effective immediately upon occurrence of the Grant Effectiveness Condition, and agrees to, among other things and in all cases subject to Section 3 and 5(i) hereofthings: (i) take the actions and otherwise exercise the rights and perform the duties described in Section 2(a) 2.a. above; , (ii) notify each Secured Party of the occurrence of an a Default or Event of Default of which it has actual knowledge and any material adverse change or development in the perfection of the security interest of the Collateral Agent, for the benefit of the Secured PartiesParty, in the Collateral of which it has actual knowledge; (iii) execute and cause to be filed all financing statements, if any, and other documents (including without limitation, at the direction of the Secured Party, continuation statements and financing statement amendments) necessary or appropriate to perfect and maintain the security interest of the Collateral Agent, for the benefit of the Secured Party, in the Collateral; (iv) release Collateral in accordance with the written instructions terms of the Required HoldersPledge Documents; (ivv) upon the occurrence of an a Default or Event of Default of which it has knowledge, solicit and rely upon direction from the Required Holders Secured Party as to any disposition or other action with respect to the Collateral; (vvi) effectuate any reasonable actions called for by the Required Holders; and Secured Party, (vivii) sell, liquidate conduct any foreclosure or cause to be sold or liquidated other disposition of the Collateral in a commercially reasonable manner in accordance with the written instructions of the Required Holders. Notwithstanding anything herein or elsewhere to Secured Party; and (viii) distribute the contrary, it is expressly understood and agreed among the parties hereto that the Collateral Agent shall have no duty or responsibility for preparing, maintaining or filing any financing statements (including, without limitation, any continuation statements or financing statement amendments) and the Collateral Agent hereby authorizes any of the Secured Parties to file financing statements naming the Collateral Agent as the secured party, as the collateral agent for the Secured Parties, with respect to the Collateral and the Secured Obligations. The Secured Parties shall have the sole responsibility for proceeds from any such filingsforeclosure or other disposition in accordance with the Pledge Documents.

Acceptance by Collateral Agent. The Collateral Agent hereby agrees to act as agent for the Secured Parties Noteholders pursuant to the terms and conditions of, and to fully and timely perform its duties under, this Agreement and the Note Documents until the satisfaction in full in cash and discharge of the Secured Obligations. By its execution and delivery of this Agreement, the Collateral Agent accepts its appointment as Collateral Agent and agrees to, among other things and in all cases subject to Section 3 and 5(i) hereofthings: (i) take the actions and otherwise exercise the rights and perform the duties described in Section 2(a) above; (ii) distribute to each of the Noteholders any written notices, documents or reports received by it pursuant to the Note Documents, including notice of any Event of Default under the Security Agreements; (iii) notify each Secured Party Noteholder of the occurrence of an a Default or Event of Default of which it has actual knowledge and any material adverse change knowledge; (iv) upon the occurrence of a Default or development in the perfection Event of the security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral Default of which it has actual knowledge, solicit direction from the Required Holders as to any action with respect to the Security; (iiivi) release Collateral effectuate any actions called for by the Required Holders; (vii) to exercise all rights for the benefit of the Noteholders in accordance with the Note Documents and otherwise in accordance with the written instructions of the Required Holders; , including without limitation, (ivA) upon calling and making demands under the occurrence Notes and the Security Agreements, (B) accelerating payment of an Event the principal amount of Default the Notes and demanding payment of which it has knowledgethe Obligations, solicit and rely upon direction from (C) enforcing the Required Holders as to any disposition or other action with respect to Security Agreements and the Collateral; (v) effectuate any reasonable actions called for by the Required HoldersSecurity; and (vivii) sell, liquidate or cause to be sold or liquidated distribute the proceeds received by the Collateral Agent in a commercially reasonable manner any enforcement of the Security Agreements and the Security in accordance with the written instructions terms of the Required Holders. Notwithstanding anything herein or elsewhere to the contrary, it is expressly understood and agreed among the parties hereto that the Collateral Agent shall have no duty or responsibility for preparing, maintaining or filing any financing statements (including, without limitation, any continuation statements or financing statement amendments) and the Collateral Agent hereby authorizes any of the Secured Parties to file financing statements naming the Collateral Agent as the secured party, as the collateral agent for the Secured Parties, with respect to the Collateral and the Secured Obligations. The Secured Parties shall have the sole responsibility for any such filingsSecurity Agreements.

Acceptance by Collateral Agent. The Collateral Agent hereby agrees to act as agent for the Secured Parties pursuant to the terms and conditions of, and to fully and timely perform its duties under, this Agreement until the satisfaction in full in cash and discharge of the Secured Obligations. By its execution and delivery of this Agreement, the Collateral Agent accepts its appointment as Collateral Agent and agrees to, among other things and in all cases subject to Section 3 and 5(i) hereofthings: (i) take the actions and otherwise exercise the rights and perform the duties described in Section 2(a) above; (ii) notify each Secured Party of the occurrence of an Event of Default of which it has actual knowledge and any material adverse change or development in the perfection of the security interest of the Collateral Agent, for the benefit of the Secured Parties, in the Collateral of which it has actual knowledge; (iii) release Collateral in accordance with the written instructions of the Required Holders; (iv) upon the occurrence of an Event of Default of which it has knowledge, solicit and rely upon direction from the Required Holders as to any disposition or other action with respect to the Collateral; (v) effectuate any reasonable actions called for by the Required Holders; and (vi) sell, liquidate or cause to be sold or liquidated the Collateral in a commercially reasonable manner in accordance with the written instructions of the Required Holders. Notwithstanding anything herein or elsewhere to the contrary, it is expressly understood and agreed among the parties hereto that the Collateral Agent shall have no duty or responsibility for preparing, maintaining or filing any financing statements (including, without limitation, any continuation statements or financing statement amendments) and the Collateral Agent hereby authorizes any of the Secured Parties to file financing statements naming the Collateral Agent as the secured party, as the collateral agent for the Secured Parties, with respect to the Collateral and the Secured Obligations). The Secured Parties or the Company shall have the sole responsibility for any such filings.