Common use of Collection Agent Clause in Contracts

Collection Agent. The following shall relate to the enforcement of this Agreement: (a) The Secured Parties hereby appoint Whitebox Advisors, LLC as the initial collection agent and attorney-in-fact for the Secured Parties under this Agreement (in such capacity, the “Collection Agent”) to serve from the date hereof until the termination hereof, or until the Collection Agent’s successor is duly appointed by agreement among the Secured Parties and their successors in interest and the Secured Parties and their successors in interest notify Sutura in writing of the newly appointed successor Collection Agent. Each Secured Party hereby authorizes the Collection Agent to act as exclusive agent of and for all Secured Parties for purposes of taking any action to enforce rights and foreclose and dispose of any Collateral under this Agreement and the Patent and Trademark Security Agreement (together, the “Security Agreements”). Each Secured Party agrees that it shall not take any action against Sutura to enforce rights under the Security Agreements and foreclose and dispose of any Collateral, except through and as directed by the Collection Agent. (b) Each Secured Party hereby irrevocably authorizes the Collection Agent to take such action and to exercise such powers hereunder as provided herein or as requested in writing by any of the Secured Parties. The Collection Agent may rely upon advice of counsel concerning legal matters, advice of certified public accountants with respect to accounting matters and advice of other experts as to any other mxxxxx which it reasonably believes to be genuine or to have been presented by an appropriate person under the circumstances. The Collection Agent may execute any of its duties hereunder by or through agents or employees and shall be entitled to request and act in reliance upon the advice of counsel concerning all matters pertaining to its duties hereunder and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance therewith. The Collection Agent may take any and all actions that the Collection Agent deems necessary or appropriate, in its reasonable discretion, in exercising its powers hereunder, including, but not limited to, initiating any action in the name of the Secured Parties against Sutura, foreclosing on the Collateral or exercising any other rights available to the Collection Agent on behalf of the Secured Parties at law or in equity. (c) Sutura may rely on all orders and directions of the Collection Agent appointed under subsection (a) above as acting on behalf, and with the authority, of the Secured Parties, or any of them, without liability to any Secured Party or its successors in interest.

Collection Agent. The following shall relate to the enforcement of this Agreement: (a) The Secured Parties hereby appoint Whitebox Advisors, LLC as the initial collection agent and attorney-in-fact for the Secured Parties under this Agreement (in such capacity, the “"Collection Agent”) to serve from the date hereof until the termination hereof, or until the Collection Agent’s successor is duly appointed by agreement among the Secured Parties and their successors in interest and the Secured Parties and their successors in interest notify Sutura in writing of the newly appointed successor Collection Agent. Each Secured Party hereby authorizes the Collection Agent to act as exclusive agent of and for all Secured Parties for purposes of taking any action to enforce rights and foreclose and dispose of any Collateral under this Agreement and the Patent and Trademark Security Agreement (together, the “Security Agreements”). Each Secured Party agrees that it shall not take any action against Sutura to enforce rights under the Security Agreements and foreclose and dispose of any Collateral, except through and as directed by the Collection Agent. (b) Each Secured Party hereby irrevocably authorizes the Collection Agent to take such action and to exercise such powers hereunder as provided herein or as requested in writing by any of the Secured Parties. The Collection Agent may rely upon advice of counsel concerning legal matters, advice of certified public accountants with respect to accounting matters and advice of other experts as to any other mxxxxx which it reasonably believes to be genuine or to have been presented by an appropriate person under the circumstances. The Collection Agent may execute any of its duties hereunder by or through agents or employees and shall be entitled to request and act in reliance upon the advice of counsel concerning all matters pertaining to its duties hereunder and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance therewith. The Collection Agent may take any and all actions that the Collection Agent deems necessary or appropriate, in its reasonable discretion, in exercising its powers hereunder, including, but not limited to, initiating any action in the name of the Secured Parties against Sutura, foreclosing on the Collateral or exercising any other rights available to the Collection Agent on behalf of the Secured Parties at law or in equity. (c) Each Secured Party acknowledges and agrees as follows: (i) prior to declaring any event of Default hereunder and/or under the Notes and the Synapse Note or proceeding against any Collateral to enforce collection under the Notes or the Synapse Notes, such Secured Party will provide thirty (30) days prior written notice (“Secured Party Notice”) to each of the other Secured Parties and the Collection Agent; or (ii) following any Secured Party Notice, and then for so long as Sutura remains in default hereunder and/or under any of the Notes or Synapse Note, any amounts collected as payment and performance of the Obligations (whether collected by any Secured Party or the Collection Agent) shall be disbursed on a pro rata basis to each Secured Party based on the relative amounts due each such Secured Party under its respective note(s) (including, without limitation, interest) as such amount bears to the total amounts due to all Secured Parties under all such notes on an aggregate basis (including, without limitation, interest). (d) Sutura may rely on all orders and directions of the Collection Agent appointed under subsection (a) above as acting on behalf, and with the authority, of the Secured Parties, or any of them, without liability to any Secured Party or its successors in interest.

Collection Agent. The following shall relate to the enforcement of this the Notes, the Guaranty, the Company Security Agreement, the Chex Guarantee Security Agreement and the Registration Rights Agreement, and shall survive until the termination of the last of the forenamed documents: (a) The Secured Parties Purchasers hereby appoint Whitebox Advisors, LLC as the initial collection agent and attorney-in-fact for the Secured Parties Purchasers under this Agreement (in such capacity, the “"Collection Agent”") to serve from the date hereof until the payment in full of each Note (and with respect to the Registration Rights Agreement, until the termination hereofor fulfillment of the Company's obligation thereunder), or until the Collection Agent’s 's successor is duly appointed by agreement among the Secured Parties Purchasers and their successors in interest and the Secured Parties Purchasers and their successors in interest notify Sutura the Company in writing of the newly appointed successor Collection Agent. Each Secured Party Purchaser hereby authorizes the Collection Agent to act as exclusive agent of and for all Secured Parties both Purchasers for purposes of taking any action to (i) enforce or collect on either or both of the Notes, (ii) enforce the Guarantee, (iii) enforce rights and foreclose and dispose of any Collateral under this the Company Security Agreement and the Patent Chex Guarantee Security Agreement, and Trademark Security Agreement (together, iv) enforce and exercise rights under the “Security Agreements”)Registration Rights Agreement. Each Secured Party Purchaser agrees that it shall not take any action against Sutura the Company or Chex to enforce or collect on the Notes or the Guarantee, or enforce or exercise rights under the Security Agreements and Registration Rights Agreement or foreclose and dispose of any on the Collateral, except through and as directed by the Collection Agent. (b) Each Secured Party Purchaser hereby irrevocably authorizes the Collection Agent to take such action and to exercise such powers hereunder as provided herein or as requested in writing by any either of the Secured PartiesPurchasers. The Collection Agent may rely upon advice of counsel concerning legal matters, advice of certified public accountants with respect to accounting matters and advice of other experts as to any other mxxxxx mattes which it reasonably believes to be genuine or to have been presented prxxxxxxd by an appropriate person under the circumstances. The Collection Agent may execute any of its duties hereunder by or through agents or employees and shall be entitled to request and act in reliance upon the advice of counsel concerning all matters pertaining to its duties hereunder and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance therewith. The Collection Agent may take any and all actions that the Collection Agent deems necessary or appropriate, in its reasonable discretion, in exercising its powers hereunder, including, but not limited to, initiating any action in the name of the Secured Parties Purchasers against Suturathe Company or Chex whether on the Notes, the Guarantee, or under the Registration Rights Agreement, foreclosing on the Company Collateral and the Chex Collateral pursuant to the Company Security Agreement or the Chex Guarantee Security Agreement, respectively, or exercising any other rights available to the Collection Agent on behalf of the Secured Parties Purchasers at law or in equity. (c) Sutura The Company and Chex may rely on all orders and directions of the Collection Agent appointed under subsection (a) above as acting on behalf, and with the authority, of the Secured PartiesPurchasers, or any either of them, without liability to any Secured Party Purchaser or its their successors in interest. This Section 6.12 is entered into for the benefit of the Company and Chex (as a third-party beneficiary, and may not be amended or eliminated without the express written consent of both the Company and Chex.

Collection Agent. The following shall relate to the enforcement of this Agreement: (a) The Secured Parties hereby appoint Whitebox Advisors, LLC as the initial collection agent and attorney-in-fact for the Secured Parties under this Agreement (in such capacity, the “Collection Agent”) to serve from the date hereof until the termination hereof, or until the Collection Agent’s successor is duly appointed by agreement among the Secured Parties and their successors in interest and the Secured Parties and their successors in interest notify Sutura the Company in writing of the newly appointed successor Collection Agent. Each Secured Party hereby authorizes the Collection Agent to act as exclusive agent of and for all Secured Parties for purposes of taking any action to enforce rights and foreclose and dispose of any Collateral under this Agreement and the Patent and Trademark Security Stock Pledge Agreement (together, the “Security Agreements”). Each Secured Party agrees that it shall not take any action against Sutura the Company to enforce rights under the Security Agreements and foreclose and dispose of any Collateral, except through and as directed by the Collection Agent. (b) Each Secured Party hereby irrevocably authorizes the Collection Agent to take such action and to exercise such powers hereunder as provided herein or as requested in writing by any of the Secured Parties. The Collection Agent may rely upon advice of counsel concerning legal matters, advice of certified public accountants with respect to accounting matters and advice of other experts as to any other mxxxxx which it reasonably believes to be genuine or to have been presented by an appropriate person under the circumstances. The Collection Agent may execute any of its duties hereunder by or through agents or employees and shall be entitled to request and act in reliance upon the advice of counsel concerning all matters pertaining to its duties hereunder and shall not be liable for any action taken or omitted to be taken by it in good faith in accordance therewith. The Collection Agent may take any and all actions that the Collection Agent deems necessary or appropriate, in its reasonable discretion, in exercising its powers hereunder, including, but not limited to, initiating any action in the name of the Secured Parties against Suturathe Company, foreclosing on the Collateral or exercising any other rights available to the Collection Agent on behalf of the Secured Parties at law or in equity. (c) Sutura The Company may rely on all orders and directions of the Collection Agent appointed under subsection (a) above as acting on behalf, and with the authority, of the Secured Parties, or any of them, without liability to any Secured Party or its successors in interest.

Collection Agent. The following U.S. Bank National Association shall relate to the enforcement of this Agreement: (a) The Secured Parties hereby appoint Whitebox Advisors, LLC act as the initial collection agent and attorney-in-fact for Collection Agent hereunder. The First Lien Agent (and, following the Secured Parties under this Agreement (in such capacityDischarge of First Lien Obligations, the “Collection Agent”Trustee) may, upon written notice to serve from the date hereof until the termination hereof, or until the Collection Agent’s successor is duly appointed by agreement among , appoint any other Person (including the Secured Parties and their successors in interest and First Lien Agent or the Secured Parties and their successors in interest notify Sutura in writing of Trustee) to be the newly appointed successor Collection Agent. Each Secured Party hereby authorizes the Upon receipt of such notice that a successor Collection Agent to act as exclusive agent of and for all Secured Parties for purposes of taking any action to enforce rights and foreclose and dispose of any Collateral under this Agreement and the Patent and Trademark Security Agreement (togetherhas been appointed, the “Security Agreements”). Each Secured Party agrees that it existing Collection Agent shall not resign as Collection Agent and shall cooperate in good faith to cause the successor to become the new Collection Agent and shall take any action against Sutura such actions as may be necessary or desirable to enforce rights under effect such change in the Security Agreements and foreclose and dispose identity of any Collateral, except through and as directed by the Collection Agent. , including transferring the Accounts (bor any other Collateral) Each Secured Party hereby irrevocably authorizes into the Collection Agent to take such action and to exercise such powers hereunder as provided herein or as requested in writing by any name of the Secured Partiessuccessor Collection Agent. The Collection Agent may rely resign upon advice of counsel concerning legal matters, advice of certified public accountants with respect 30 days written notice to accounting matters the First Lien Agent and advice of other experts the Trustee (or such shorter period as may be required to any other mxxxxx which it reasonably believes to be genuine or to have been presented by an appropriate person under the circumstances. The appoint a successor Collection Agent may execute as set forth above). Neither the Collection Agent nor any of its duties hereunder by directors, officers, employees or through agents or employees and shall be entitled liable to request and act in reliance upon the advice of counsel concerning all matters pertaining to its duties hereunder and shall not be liable any Secured Creditor for any action taken or omitted to be taken by it under any First Lien Document or Second Lien Document, or in good faith in accordance connection therewith, except for its own willful misconduct or gross negligence, nor responsible for any recitals or warranties herein or therein, nor for the effectiveness, enforceability, validity or due execution of any First Lien Document or Second Lien Document, nor for the creation, perfection or priority of any Liens purported to be created by any of the First Lien Documents or Second Lien Documents, or the validity, genuineness, enforceability, existence, value or sufficiency of any collateral security, nor to make any inquiry respecting the performance by any Obligor of its obligations. Any such inquiry which may be made by the Collection Agent shall not obligate it to make any further inquiry or to take any action. The Collection Agent may take shall be entitled to rely upon advice of counsel concerning legal matters and upon any and all actions that notice, consent, certificate, statement or writing which the Collection Agent deems necessary or appropriate, in its reasonable discretion, in exercising its powers hereunder, including, but not limited to, initiating any action in the name of the Secured Parties against Sutura, foreclosing on the Collateral or exercising any other rights available believes to the Collection Agent on behalf of the Secured Parties at law or in equitybe genuine and to have been presented by a proper Person. (c) Sutura may rely on all orders and directions of the Collection Agent appointed under subsection (a) above as acting on behalf, and with the authority, of the Secured Parties, or any of them, without liability to any Secured Party or its successors in interest.