Common use of Limitation on the Duty of Collateral Agent in Respect of Collateral Clause in Contracts

Limitation on the Duty of Collateral Agent in Respect of Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of any collateral securing the Notes in its possession if such collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any such collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the collateral securing the Notes or for the validity, perfection, priority or enforceability of the liens or securities interests in any such collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence or willful misconduct on the part of the Collateral Agent, for the validity or sufficiency of any such collateral or any agreement or assignment contained therein, for the validity of the title of the Company to any such collateral, for insuring any such collateral or for the payment of taxes, insurance premiums or other related payments, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of any such collateral. The Collateral Agent is authorized and directed to (i) enter into the Transaction Documents to which it is party, whether executed on or after the Closing, (ii) bind the Trustee and the Holders on the terms as set forth in the Transaction Documents, and (iii) perform and observe its obligations under the Transaction Documents. Notwithstanding anything to the contrary contained herein, the Collateral Agent shall only act pursuant to the instructions of the requisite Holders or in accordance with the Collateral Trust Agreement, with respect to the Transaction Documents and the Collateral and the Trustee shall have no obligation to provide any direction or instruction to the Collateral Agent, in its capacity as such or in its capacity as Secured Parity Lien Representative. Any corporation or association into which either the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Collateral Agent, is a party, will be and become the successor to the Collateral Agent (including in its capacity as Secured Parity Lien Representative), under this Agreement and the other Transaction Documents and will have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act. Notwithstanding anything to the contrary contained herein, in the event of a conflict with the terms of this Section 11.03 and the terms of the Collateral Trust Agreement, the Collateral Trust Agreement will control. The Collateral Agent may resign at any time without cause by giving at least 30 days’ prior written notice to the Issuer, the Trustee and the Holders. The Holders that hold the majority of the outstanding Notes may at any time remove the Collateral Agent without cause by an instrument in writing delivered to the Issuer, the other Holders, the Trustee and the Collateral Agent. No resignation by or removal of the Collateral Agent pursuant to this Section 11.03 shall become effective prior to the date of appointment by such Holders of a successor Collateral Agent and the acceptance of such appointment by such successor Collateral Agent.

Limitation on the Duty of Collateral Agent in Respect of Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of the any collateral securing the Notes in its possession if such collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any such collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the collateral securing the Notes or for the validity, perfection, priority or enforceability of the liens or securities interests in any such collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence or willful misconduct on the part of the Collateral Agent, for the validity or sufficiency of any such collateral or any agreement or assignment contained therein, for the validity of the title of the Company to any such collateral, for insuring any such collateral or for the payment of taxes, insurance premiums or other related payments, charges, assessments or Liens upon the Pledged Collateral or otherwise as to the maintenance of any such collateral. The Collateral Agent is authorized and directed to (i) enter into the Transaction Documents to which it is party, whether executed on or after the Closing, (ii) bind the Trustee and the Holders on the terms as set forth in the Transaction Documents, and (iii) perform and observe its obligations under the Transaction Documents. Notwithstanding anything to the contrary contained herein, the Collateral Agent shall only act pursuant to the instructions of the requisite Holders or in accordance with the Collateral Trust Agreement, with respect to the Transaction Documents and the Collateral and the Trustee shall have no obligation to provide any direction or instruction to the Collateral Agent, in its capacity as such or in its capacity as Secured Parity Lien RepresentativePledged Collateral. Any corporation or association into which either the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Collateral Agent, Agent is a party, will be and become the successor to the Collateral Agent (including in its capacity as Secured Parity Lien Representative), under this Agreement and the other Transaction Documents and will have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act. Notwithstanding anything to the contrary contained herein, in the event of a conflict with the terms of this Section 11.03 and the terms of the Collateral Trust Agreement, the Collateral Trust Agreement will control. The Collateral Agent may resign at any time without cause by giving at least 30 days’ prior written notice to the Issuer, the Trustee and the Holders. The Holders that hold the majority of the outstanding Notes may at any time remove the Collateral Agent without cause by an instrument in writing delivered to the Issuer, the other Holders, the Trustee and the Collateral Agent. No resignation by or removal of the Collateral Agent pursuant to this Section 11.03 shall become effective prior to the date of appointment by such Holders of a successor Collateral Agent and the acceptance of such appointment by such successor Collateral Agent.

Limitation on the Duty of Collateral Agent in Respect of Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of any collateral securing the Notes in its possession if such collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any such collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the collateral securing the Notes or for the validity, perfection, priority or enforceability of the liens or securities interests in any such collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence or willful misconduct on the part of the Collateral Agent, for the validity or sufficiency of any such collateral or any agreement or assignment contained therein, for the validity of the title of the Company to any such collateral, for insuring any such collateral or for the payment of taxes, insurance premiums or other related payments, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of any such collateral. The Collateral Agent is authorized and directed to (i) enter into the Transaction Documents to which it is party, whether executed on or after the Closing, (ii) bind the Trustee and the Holders on the terms as set forth in the Transaction Documents, and (iii) perform and observe its obligations under the Transaction Documents. Notwithstanding anything to the contrary contained herein, the Collateral Agent shall only act pursuant to the instructions of the requisite Holders or in accordance with the Collateral Trust Agreement, with respect to the Transaction Documents and the Collateral and the Trustee shall have no obligation to provide any direction or instruction to the Collateral Agent, in its capacity as such or in its capacity as Secured the Convertible Parity Lien Representative. Any corporation or association into which either the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Collateral Agent, is a party, will be and become the successor to the Collateral Agent (including in its capacity as Secured Convertible Parity Lien Representative), under this Agreement and the other Transaction Documents and will have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act. Notwithstanding anything to the contrary contained herein, in the event of a conflict with the terms of this Section 11.03 and the terms of the Collateral Trust Agreement, the Collateral Trust Agreement will control. The Collateral Agent may resign at any time without cause by giving at least 30 days’ prior written notice to the Issuer, the Trustee and the Holders. The Holders that hold the majority of the outstanding Notes may at any time remove the Collateral Agent without cause by an instrument in writing delivered to the Issuer, the other Holders, the Trustee and the Collateral Agent. No resignation by or removal of the Collateral Agent pursuant to this Section 11.03 shall become effective prior to the date of appointment by such Holders of a successor Collateral Agent and the acceptance of such appointment by such successor Collateral Agent.

Limitation on the Duty of Collateral Agent in Respect of Collateral. The Collateral Agent shall be deemed to have exercised reasonable care in the custody of any collateral securing the Notes in its possession if such collateral is accorded treatment substantially equal to that which it accords its own property and shall not be liable or responsible for any loss or diminution in the value of any such collateral, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Collateral Agent in good faith. The Collateral Agent shall not be responsible for the existence, genuineness or value of any of the collateral securing the Notes or for the validity, perfection, priority or enforceability of the liens or securities interests in any such collateral, whether impaired by operation of law or by reason of any action or omission to act on its part hereunder, except to the extent such action or omission constitutes negligence or willful misconduct on the part of the Collateral Agent, for the validity or sufficiency of any such collateral or any agreement or assignment contained therein, for the validity of the title of the Company to any such collateral, for insuring any such collateral or for the payment of taxes, insurance premiums or other related payments, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of any such collateral. The Collateral Agent is authorized and directed to (i) enter into the Transaction Documents to which it is party, whether executed on or after the Closing, (ii) bind the Trustee and the Holders on the terms as set forth in the Transaction Documents, and (iii) perform and observe its obligations under the Transaction Documents. Notwithstanding anything to the contrary contained herein, the Collateral Agent shall only act pursuant to the instructions of the requisite Holders or in accordance with the Collateral Trust Agreement, with respect to the Transaction Documents and the Collateral and the Trustee shall have no obligation to provide any direction or instruction to the Collateral Agent, in its capacity as such or in its capacity as Secured the Convertible Parity Lien Representative. Any corporation or association into which either the Collateral Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer all or substantially all of its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which the Collateral Agent, is a party, will be and become the successor to the Collateral Agent (including in its capacity as Secured Convertible Parity Lien Representative), under this Agreement and the other Transaction Documents and will have and succeed to the rights, powers, duties, immunities and privileges as its predecessor, without the execution or filing of any instrument or paper or the performance of any further act. Notwithstanding anything to the contrary contained herein, in the event of a conflict with the terms of this Section 11.03 and the terms of the Collateral Trust Agreement, the Collateral Trust Agreement will control. The Collateral Agent may resign at any time without cause by giving at least 30 days’ prior written notice to the Issuer, the Trustee and the Holders. The Holders that hold the majority of the outstanding Notes may at any time remove the Collateral Agent without cause by an instrument in writing delivered to the Issuer, the other Holders, the Trustee and the Collateral Agent. No resignation by or removal of the Collateral Agent pursuant to this Section 11.03 shall become effective prior to the date of appointment by such Holders of a successor Collateral Xxxxxxxxxx Agent and the acceptance of such appointment by such successor Collateral Agent.