Common use of Certain Rights of the Collateral Agent Clause in Contracts

Certain Rights of the Collateral Agent. Except as otherwise provided in Section 4.1: (a) the Collateral Agent may conclusively rely and will be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) whenever in the performance of its duties under this Asset Pool One Supplement the Collateral Agent will deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (c) the Collateral Agent may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (d) the Collateral Agent will be under no obligation to exercise any of the rights or powers vested in it by this Asset Pool One Supplement at the request or direction of the Indenture Trustee or any of the Asset Pool One Noteholders pursuant to this Asset Pool One Supplement, unless the Indenture Trustee or such Asset Pool One Noteholders shall have offered to the Collateral Agent security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (e) the Collateral Agent will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent will determine to make such further inquiry or investigation, it will be entitled to examine the books, records and premises of the Issuing Entity, personally or by agent or attorney; (f) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent will not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and (g) the Collateral Agent will not be responsible for filing any financing statements or continuation statements in connection with the Collateral, but will cooperate with the Issuing Entity in connection with the filing of such financing statements or continuation statements.

Certain Rights of the Collateral Agent. Except as otherwise provided in Section 4.1: (a) the Collateral Agent may conclusively rely and will be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) whenever in the performance of its duties under this Asset Pool One Supplement the Collateral Agent will deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s 's Certificate; (c) the Collateral Agent may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (d) the Collateral Agent will be under no obligation to exercise any of the rights or powers vested in it by this Asset Pool One Supplement at the request or direction of the Indenture Trustee or any of the Asset Pool One Noteholders pursuant to this Asset Pool One Supplement, unless the Indenture Trustee or such Asset Pool One Noteholders shall have offered to the Collateral Agent security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (e) the Collateral Agent will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent will determine to make such further inquiry or investigation, it will be entitled to examine the books, records and premises of the Issuing EntityIssuer, personally or by agent or attorney; (f) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent will not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and (g) the Collateral Agent will not be responsible for filing any financing statements or continuation statements in connection with the Collateral, but will cooperate with the Issuing Entity Issuer in connection with the filing of such financing statements or continuation statements.

Certain Rights of the Collateral Agent. Except as otherwise provided in Section 4.1: (a) Notwithstanding anything else to the contrary herein, whenever reference is made in this Agreement to any discretionary action by, consent, designation, specification, requirement or approval of, notice, request or other communication from, or other direction given or action to be undertaken or to be (or not to be) suffered or omitted by the Collateral Agent may conclusively rely and will or to any election, decision, opinion, acceptance, use of judgment, expression of satisfaction, reasonable satisfaction or other exercise of discretion, rights or remedies to be protected made (or not to be made) by the Collateral Agent, it is understood that in all cases the Collateral Agent shall be acting at the direction of the Required Purchasers. In all cases, the Collateral Agent shall be fully justified in failing or refusing to take any such action under this Agreement if it shall not have received such written instruction, advice or concurrence of the Required Purchasers, as it deems appropriate. Without limiting the foregoing, no Purchaser shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document (whether hereunder in its original or facsimile form) believed by it to be genuine and to have been signed or presented accordance with the instructions of the Required Purchasers where required by the proper party terms of this Agreement. If instructed to take action outside of the scope of its duties set forth herein, the Collateral Agent shall not be required to act until it shall have received such indemnity or parties;security from the Purchasers as it may reasonably require for all costs, claims, losses, expenses (including reasonable legal fees and expenses) and liabilities which it will or may expend or incur in complying or continuing to comply with such instructions. (b) whenever For purposes of clarity, phrases such as “satisfactory to the Collateral Agent”, “approved by the Collateral Agent”, “acceptable to the Collateral Agent”, “in the performance Collateral Agent’s discretion”, and phrases of its duties under this Asset Pool One Supplement similar import, except as otherwise expressly provided herein, authorize and permit the Collateral Agent will deem it desirable that a matter be proved to act or established before taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (c) the Collateral Agent may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (d) the Collateral Agent will be under no obligation decline to exercise any of the rights or powers vested in it by this Asset Pool One Supplement at the request or direction of the Indenture Trustee or any of the Asset Pool One Noteholders pursuant to this Asset Pool One Supplement, unless the Indenture Trustee or such Asset Pool One Noteholders shall have offered to the Collateral Agent security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (e) the Collateral Agent will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Collateral Agent, act in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent will determine to make such further inquiry or investigation, it will be entitled to examine the books, records and premises of the Issuing Entity, personally or by agent or attorney; (f) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent will not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and (g) the Collateral Agent will not be responsible for filing any financing statements or continuation statements in connection with the Collateral, but will cooperate with the Issuing Entity in connection with the filing of such financing statements or continuation statements.

Certain Rights of the Collateral Agent. Except as otherwise provided in Section 4.1: (a) No Secured Creditor shall have the right to cause the Collateral Agent may conclusively rely to take any action with respect to the Collateral, with only the Required Secured Creditors having the right to direct the Collateral Agent to take any such action. If the Collateral Agent shall request instructions from the Required Secured Creditors, with respect to any act or action (including failure to act) in connection with the Security Agreement, the Collateral Agent shall be entitled to refrain from such act or taking such action unless and will until it shall have received instructions from the Required Secured Creditors and to the extent requested, appropriate indemnification in respect of actions to be protected in taken, and the Collateral Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Secured Creditor shall have any right of action whatsoever against the Collateral Agent as a result of the Collateral Agent acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document (whether hereunder in its original or facsimile form) believed by it to be genuine and to have been signed or presented by accordance with the proper party or parties;instructions of the Required Secured Creditors. (b) whenever in Notwithstanding anything to the performance of its duties under this Asset Pool One Supplement the Collateral Agent will deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereundercontrary contained herein, the Collateral Agent is authorized, but not obligated, (unless other evidence be herein specifically prescribedi) may, in to take any action reasonably required to perfect or continue the absence perfection of bad faith the liens on its part, rely upon an Officer’s Certificate; the Collateral for the benefit of the Secured Creditors and (cii) when instructions from the Required Secured Creditors have been requested by the Collateral Agent may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of but have not yet been received, to take any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (d) the Collateral Agent will be under no obligation to exercise any of the rights or powers vested in it by this Asset Pool One Supplement at the request or direction of the Indenture Trustee or any of the Asset Pool One Noteholders pursuant to this Asset Pool One Supplement, unless the Indenture Trustee or such Asset Pool One Noteholders shall have offered to the Collateral Agent security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (e) the Collateral Agent will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Collateral Agent, in its discretiongood faith, may make such further inquiry or investigation into such facts or matters as it may see fitbelieves to be reasonably required to promote and protect the interests of the Secured Creditors in the Collateral; provided that once instructions have been received, and, if the actions of the Collateral Agent will determine to make such shall be governed thereby and the Collateral Agent shall not take any further inquiry or investigation, it will action which would be entitled to examine the books, records and premises of the Issuing Entity, personally or by agent or attorney;contrary thereto. (fc) Notwithstanding anything to the contrary contained herein or in the Security Agreement, the Collateral Agent shall not be required to take any action that exposes or, in the good faith judgment of the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and expose, the Collateral Agent will not be responsible for any misconduct or negligence on the part of any agent its officers, directors, agents or attorney appointed with due care by it hereunder; and (g) employees to personal liability, unless the Collateral Agent will not shall be responsible for filing adequately indemnified as provided herein, or that is, or in the good faith judgment of the Collateral Agent may be, contrary to the Security Agreement, any financing statements Secured Debt Agreement or continuation statements in connection with the Collateral, but will cooperate with the Issuing Entity in connection with the filing of such financing statements or continuation statementsapplicable law.

Certain Rights of the Collateral Agent. Except The Collateral Agent shall have the right to take any action with respect to the Collateral, on behalf of all of the Secured Parties. To the extent practical, the Collateral Agent shall request instructions from the Secured Parties with respect to any material act or action (including failure to act) in connection with the Agreement or any other Transaction Document, and shall be entitled to act or refrain from acting in accordance with the instructions of the Secured Parties; if such instructions are not provided despite the Collateral Agent's request therefor, the Collateral Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled to appropriate indemnification from the Secured Parties in respect of actions to be taken by the Collateral Agent; and the Collateral Agent shall not incur liability to any person or entity by reason of so refraining. In the event the Secured Parties disagree as otherwise provided to the proper course of action the Collateral Agent should take, any of the Secured Parties may elect to submit the disagreement to be settled by arbitration administered by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules. There shall be one arbitrator who shall be selected by the Secured Parties (the "Arbitrator"); provided, however, if the Secured Panies are unable to agree upon the selection of an Arbitrator within ten days of the submission of a matter by a Secured Party, the Arbitrator shall be selected by the AAA. The arbitration shall occur in Section 4.1: New York, New York. Each of the Secured Parties shall provide the Arbitrator with a written proposal setting forth such Secured Party's position regarding how the Collateral Agent shall proceed (each a "Submission"). The Arbitrator shall review the Submissions. Upon such review the Arbitrator will determine which Submission, in the Arbitrator's good faith best estimate, will result in the maximum possible return from the disposition of the Collateral over a reasonable amount of time. In no event shall the decision of the Arbitrator be made more than forty-five days from the date Of a submission of a matter by a Secured Party. Upon vvTitten notice from the Arbitrator of the decision, the Collateral Agent shall proceed in accordance with the course of action set fonh in the Submission chosen by the Arbitrator. The decision of the Arbitrator shall be final and binding on all the Secured Parties. The cost Of the Arbitrator and arbitration proceeding shall be borne equally by each of the Secured Parties. Without limiting the foregoing, (a) no Secured Party shall have any right of action whatsoever against the Collateral Agent may conclusively rely and will be protected in as a result of the Collateral Agent acting or refraining from acting upon hereunder in accordance with the terms Of the Agreement or any resolutionother Transaction Document, certificateand the Debtors shall have no right to question or challenge the authority of, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) whenever in the performance of its duties under this Asset Pool One Supplement the Collateral Agent will deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunderinstructions given to, the Collateral Agent pursuant to the foregoing and (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (cb) the Collateral Agent may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel will shall not be full and complete authorization and protection in respect of required to take any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (d) which the Collateral Agent will believes (i) could reasonably be under no obligation expected to exercise any of the rights expose it to personal liability or powers vested in it by this Asset Pool One Supplement at the request or direction of the Indenture Trustee or any of the Asset Pool One Noteholders pursuant (ii) is contrary to this Asset Pool One SupplementAgreement, unless the Indenture Trustee Transaction Documents or such Asset Pool One Noteholders shall have offered to the Collateral Agent security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (e) the Collateral Agent will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent will determine to make such further inquiry or investigation, it will be entitled to examine the books, records and premises of the Issuing Entity, personally or by agent or attorney; (f) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent will not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and (g) the Collateral Agent will not be responsible for filing any financing statements or continuation statements in connection with the Collateral, but will cooperate with the Issuing Entity in connection with the filing of such financing statements or continuation statementsapplicable law.

Certain Rights of the Collateral Agent. Except as otherwise provided in Section 4.14.01: (a) the Collateral Agent may conclusively rely and will be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper party or parties; (b) whenever in the performance of its duties under this Asset Pool One Supplement the Collateral Agent will deem it desirable that a matter be proved or established before taking, suffering or omitting any action hereunder, the Collateral Agent (unless other evidence be herein specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officer’s Certificate; (c) the Collateral Agent may consult with counsel of its own selection and the advice of such counsel or any Opinion of Counsel will be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon; (d) the Collateral Agent will be under no obligation to exercise any of the rights or powers vested in it by this Asset Pool One Supplement at the request or direction of the Indenture Trustee or any of the Asset Pool One Noteholders pursuant to this Asset Pool One Supplement, unless the Indenture Trustee or such Asset Pool One Noteholders shall have offered to the Collateral Agent security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (e) the Collateral Agent will not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture or other paper or document, but the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent will determine to make such further inquiry or investigation, it will be entitled to examine the books, records and premises of the Issuing Entity, personally or by agent or attorney; (f) the Collateral Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent will not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and (g) the Collateral Agent will not be responsible for filing any financing statements or continuation statements in connection with the Collateral, but will cooperate with the Issuing Entity in connection with the filing of such financing statements or continuation statements.

Certain Rights of the Collateral Agent. Except as otherwise provided in Section 4.1: (a) The Collateral Agent shall not be responsible for any recitals herein (except recitals made by the Collateral Agent on its own behalf) or for insuring or inspecting the Collateral or for paying or discharging any tax, assessment, governmental charge or lien affecting the Collateral (except for taxes, assessments, governmental charges or liens affecting the Collateral which result from claims against the Collateral Agent not related to the Collateral or the administration thereof) or for the recording, filing or refiling of this Agreement, or of any supplement or further security agreement or trust deed, nor shall the Collateral Agent be bound to ascertain or inquire as to the performance or observance of any covenant, condition or agreement contained herein, or in the Note Purchase Agreements, and the Collateral Agent shall be deemed to have knowledge of any default in the performance or observance of any covenant, conditions or agreements only upon receipt of written notice thereof from one of the Noteholders; provided, however, that upon receipt by the Collateral Agent of such written notice from a Noteholder, the Collateral Agent shall promptly notify all other Noteholders of such notice and the default referred to therein, by prepaid, registered or certified mail, addressed to them at their addresses set forth in Schedule A to the Note Purchase Agreements. (b) The Collateral Agent makes no representation or warranty as to the validity, sufficiency or enforceability of this Agreement, the Notes, the Note Purchase Agreements or any instrument included in the Collateral, or as to the value, title, condition, fitness for use of, or otherwise with respect to the Collateral. The Collateral Agent shall not be accountable to anyone for the use or application of any of the Notes or the proceeds thereof or for the use or application of any property or the proceeds thereof which shall be released from the security interest hereof in accordance with the provisions of this Agreement. (c) The Collateral Agent may conclusively rely and will shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture note or other paper or document (whether in its original or facsimile form) believed by it the Collateral Agent to be genuine and to have been signed or presented by the proper party or parties;. (bd) whenever in Any request, direction or authorization by the performance of its duties under this Asset Pool One Supplement Company shall be sufficiently evidenced by an Officer's Certificate, delivered to the Collateral Agent will and the Noteholders. (e) Whenever in the administration of the trusts herein provided for the Collateral Agent shall deem it necessary or desirable that a matter be proved or established before prior to taking, suffering or omitting any action hereunder, the Collateral Agent such matter (unless other evidence in respect thereof be herein specifically prescribed) maymay be deemed to be conclusively proved and established by an Officer's Certificate delivered to the Collateral Agent and the Noteholders, and such certificate shall be full warrant to the Collateral Agent or any other Person for any action taken, suffered or omitted on the faith thereof, but in its discretion the Collateral Agent may accept, in the absence lieu thereof, other evidence of bad faith on its part, rely upon an Officer’s Certificate;such fact or matter or may require such further or additional evidence as it may deem reasonable. (cf) the The Collateral Agent may consult with counsel of its own selection counsel, appraisers, engineers, accountants and other skilled persons to be selected by the Collateral Agent, and the written advice of such counsel or any Opinion of Counsel will thereof shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it the Collateral Agent hereunder in good faith and in reliance thereon;. (dg) the The Collateral Agent will shall be under no obligation to exercise take any action to protect, preserve or enforce any rights or interests in the Collateral or to take any action towards the execution or enforcement of the trusts hereunder or otherwise hereunder, whether on the Collateral Agent's own motion or on the request of any other person, which in the opinion of the Collateral Agent may involve loss, liability or expense, unless the Company or one or more Noteholders outstanding shall offer and furnish reasonable security or indemnity against loss, liability and expense to the Collateral Agent. (h) The Collateral Agent shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers vested in conferred upon it by this Asset Pool One Supplement at the request or direction of the Indenture Trustee or any of the Asset Pool One Noteholders pursuant to this Asset Pool One Supplement, unless the Indenture Trustee or such Asset Pool One Noteholders shall have offered to the Agreement. (i) The Collateral Agent security or indemnity reasonably satisfactory to it against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction; (e) the Collateral Agent will shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture note or other paper or document, but unless requested in writing to do so by the Collateral Agent, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Collateral Agent will determine to make such further inquiry or investigation, it will be entitled to examine the books, records and premises of the Issuing Entity, personally or by agent or attorney;Required Holders. (fj) The provisions of paragraphs (c) to (i), inclusive, of this Section 6.3 shall be subject to the Collateral Agent may execute any provisions of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Collateral Agent will not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder; and (g) the Collateral Agent will not be responsible for filing any financing statements or continuation statements in connection with the Collateral, but will cooperate with the Issuing Entity in connection with the filing of such financing statements or continuation statementsSection 6.1 hereof.