Common use of Duties of the Collateral Agent Clause in Contracts

Duties of the Collateral Agent. (a) The Collateral Agent shall not have any duties or obligations except those expressly set forth in this Agreement or the other Loan Documents. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement or the other Loan Documents that the Collateral Agent is required to exercise in writing as directed by the Required Lenders, and (c) except as expressly set forth in this Agreement or the other Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers that is communicated to or obtained by the bank serving as the Collateral Agent or any of its Affiliates in any capacity. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders or in the absence of its own gross negligence or willful misconduct as determined by the final, non-appealable judgment of a court of competent jurisdiction. The Collateral Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agent by a Borrower or a Lender, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV of the Credit Agreement or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Collateral Agent. The powers conferred on the Collateral Agent hereunder are solely to protect its interest (on behalf of the Secured Parties) in the Collateral and shall not impose any duty on it to exercise any such powers.

Duties of the Collateral Agent. (a) The Secured Parties hereby appoint Xxxxx Fargo Bank, National Association to act solely on their behalf as Collateral Agent hereunder, and Xxxxx Fargo Bank, National Association hereby accepts such appointment. The Collateral Agent, both prior to the occurrence of a Termination Event, Amortization Event or Wind-Down Event hereunder and after an Amortization Event or Wind-Down Event shall have been cured or waived, shall undertake to perform such duties and only such duties as are specifically set forth in this Agreement. The Collateral Agent shall at all times after the occurrence of a Termination Event, Amortization Event or Wind-Down Event which has not have any duties been cured (except in the case of a Termination Event) or obligations except those expressly set forth waived exercise such of the rights and powers vested in it pursuant to this Agreement using the same degree of care and skill as a prudent person would exercise or use in the other Loan Documentsconduct of his or her own affairs. Without limiting the generality of the foregoing, (a) All Collections received by the Collateral Agent from the Servicer or otherwise will, pending remittance to the Secured Party entitled thereto, be held in trust by the Collateral Agent for the benefit of the Secured Parties and together with all other payment obligations of the Debtor hereunder owing to the Secured Parties shall be payable to the Secured Parties in accordance with the provisions of Article V hereof. The Collateral Agent shall only resign if it shall (i) become incapable of acting as Collateral Agent in accordance with the terms of this Agreement, (ii) be adjudicated insolvent or bankrupt or otherwise become subject to any bankruptcy, insolvency, reorganization or liquidation proceeding, (iii) be no longer qualified as the Collateral Agent as such term is defined in the agreement governing its responsibility as Collateral Agent or otherwise be subject to replacement pursuant to or such agreement governing its responsibility as Collateral Agent or (iv) materially breach any of the provisions of this Agreement such Agreement or provided, further, that, without the consent of the Company and the Surety Bond Provider, such resignation shall not be subject to any fiduciary or other implied duties, regardless of whether effective until a Default has occurred and is continuing, (b) the successor Collateral Agent acceptable to the Surety Bond Provider shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement or the other Loan Documents that the accepted appointment as Collateral Agent is required hereunder and shall have agreed to exercise in writing as directed be bound by the Required Lenders, and (c) except terms of this Agreement. Except as expressly set forth in this Agreement or the other Loan Documentsotherwise provided herein, the Collateral Agent shall not have any duty to disclose, resign from the obligations and shall not be liable for duties hereby imposed on it except upon determination that (i) the failure to disclose, any information relating to the Borrowers that performance of its duties hereunder is communicated to or obtained by the bank serving as no longer permissible under applicable law and (ii) there is no reasonable action which the Collateral Agent or any could take to make the performance of its Affiliates duties hereunder permissible under applicable law. Any such determination permitting the resignation of the Collateral Agent shall be evidenced as to clause (i) above by an opinion of counsel to such effect delivered to the Secured Parties. Notwithstanding the foregoing, the Collateral Agent may resign if, after demand therefor, it does not receive payment of any compensation due from the Debtor pursuant to the letter agreement described in any capacitySection 7.2. No resignation of the Collateral Agent shall become effective until a successor Collateral Agent approved by the Secured Parties shall have assumed the responsibilities and obligations of the Collateral Agent hereunder. This Agreement shall be administered in the Corporate Trust Office of the Collateral Agent. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request maintain fidelity bond coverage insuring against losses through wrongdoing of the Required Lenders or its officers and employees who are involved in the absence administration of its own gross negligence or willful misconduct Collections covering such actions and in such amounts as determined by the final, non-appealable judgment of a court of competent jurisdiction. The Collateral Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agent by a Borrower or a Lender, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV of the Credit Agreement or elsewhere in any Loan Document, other than to confirm receipt of items expressly required believes to be delivered reasonable in light of industry standards from time to the Collateral Agent. The powers conferred on the Collateral Agent hereunder are solely to protect its interest (on behalf of the Secured Parties) in the Collateral and shall not impose any duty on it to exercise any such powerstime.

Duties of the Collateral Agent. (a) The Secured Parties hereby appoint NationsBank, to act solely on their behalf as Collateral Agent hereunder, and NationsBank hereby accepts such appointment. The Collateral Agent shall not have any undertake to perform such duties or obligations except those expressly and only such duties as are specifically set forth in this Agreement or Agreement. The Collateral Agent shall only resign if it shall (i) become incapable of acting as Collateral Agent in accordance with the other Loan Documents. Without limiting the generality terms of the foregoingthis Agreement, (aii) be adjudicated insolvent or bankrupt or otherwise become subject to any bankruptcy, insolvency, reorganization or liquidation proceeding, (iii) be no longer qualified as the Collateral Agent as such term is defined in the agreement governing its responsibility as Collateral Agent or otherwise be subject to replacement pursuant to or such agreement governing its responsibility as Collateral Agent or (iv) materially breach any of the provisions of this Agreement; provided, further, that, without the consent of the Agent and the Insurance Provider, such resignation shall not be subject to any fiduciary or other implied duties, regardless of whether effective until a Default has occurred and is continuing, (b) the successor Collateral Agent acceptable to the Insurance Provider shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement or the other Loan Documents that the accepted appointment as Collateral Agent is required hereunder and shall have agreed to exercise in writing as directed be bound by the Required Lenders, and (c) except terms of this Agreement. Except as expressly set forth in this Agreement or the other Loan Documentsotherwise provided herein, the Collateral Agent shall not have any duty to disclose, resign from the obligations and shall not be liable for duties hereby imposed on it except upon determination that (i) the failure to disclose, any information relating to the Borrowers that performance of its duties hereunder is communicated to or obtained by the bank serving as no longer permissible under applicable law and (ii) there is no reasonable action which the Collateral Agent or any could take to make the performance of its Affiliates in any capacityduties hereunder permissible under applicable law. Any such determination permitting the resignation of the Collateral Agent shall be evidenced as to clause (i) above by an Opinion of Counsel to such effect delivered to the Secured Parties. The Collateral Agent shall not be liable for any action taken or not taken by it with the consent or at the request maintain fidelity bond coverage insuring against losses through wrongdoing of the Required Lenders or its officers and employees who are involved in the absence administration of its own gross negligence or willful misconduct Collections covering such actions and in such amounts as determined by the final, non-appealable judgment of a court of competent jurisdiction. The Collateral Agent shall be deemed not to have knowledge of any Default unless and until written notice thereof is given to the Collateral Agent by a Borrower or a Lender, and the Collateral Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV of the Credit Agreement or elsewhere in any Loan Document, other than to confirm receipt of items expressly required good faith believes to be delivered reasonable in light of industry standards from time to the Collateral Agent. The powers conferred on the Collateral Agent hereunder are solely to protect its interest (on behalf of the Secured Parties) in the Collateral and shall not impose any duty on it to exercise any such powerstime.

Duties of the Collateral Agent. (a) The Secured Parties hereby appoint FUSI to act solely on their behalf as Collateral Agent hereunder, and FUSI hereby accepts such appointment. The Collateral Agent Agent, both prior to the occurrence of a Termination Event hereunder and after a Termination Event shall not have any been cured or waived, shall undertake to perform such duties or obligations except those expressly and only such duties as are specifically set forth in this Agreement or the other Loan Documents. Without limiting the generality of the foregoing, (a) the Collateral Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Collateral Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated by this Agreement or the other Loan Documents that the Collateral Agent is required to exercise in writing as directed by the Required Lenders, and (c) except as expressly set forth in this Agreement or the other Loan Documents, the Collateral Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrowers that is communicated to or obtained by the bank serving as the Collateral Agent or any of its Affiliates in any capacityAgreement. The Collateral Agent shall at all times after the occurrence of a Termination Event which has not been cured or waived exercise such of the rights and powers vested in it pursuant to this Agreement using the same degree of care and skill as a prudent person would exercise or use in the conduct of his or her own affairs. All Collections received by the Collateral Agent from the Collection Agent or otherwise will, pending remittance to the Secured Party entitled thereto, be liable held in trust by the Collateral Agent for any action taken or not taken by it the benefit of the Secured Parties and together with all other payment obligations of the Debtor hereunder owing to the Secured Parties shall be payable to the Secured Parties in accordance with the consent or at the request provisions of the Required Lenders or in the absence of its own gross negligence or willful misconduct as determined by the final, non-appealable judgment of a court of competent jurisdictionArticle II hereof. The Collateral Agent shall only resign if it shall (a) become incapable of acting as Collateral Agent in accordance with the terms of this Agreement, (b) be deemed not adjudicated insolvent or bankrupt or otherwise become subject to have knowledge of any Default unless and until written notice thereof is given to bankruptcy, insolvency, reorganization or liquidation proceeding, (c) be no longer qualified as the Collateral Agent by a Borrower or a Lender, and as such term is defined in the agreement governing its responsibility as Collateral Agent or otherwise be subject to replacement pursuant to or such agreement governing its responsibility as Collateral Agent or (d) materially breach any of the provisions of this Agreement or provided, further, that, without the consent of the Deal Agent, such resignation shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection with any Loan Document, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth in any Loan Document, (iv) the validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article IV of the Credit Agreement or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered effective until a successor Collateral Agent acceptable to the Collateral Agent. The powers conferred on the Deal Agent shall have accepted appointment as Collateral Agent hereunder are solely to protect its interest (on behalf of the Secured Parties) in the Collateral and shall not impose any duty on it have agreed to exercise any such powersbe bound by the terms of this Agreement.