Common use of Rights of Collateral Agent Clause in Contracts

Rights of Collateral Agent. The Collateral Agent shall not be liable for failure to collect or realize upon the Obligations or any collateral security or guaranty therefor, or any part thereof, or for any delay in so doing, nor shall the Collateral Agent be under any obligation to take any action whatsoever with regard thereto. Any or all of the Pledged Interests held by the Collateral Agent hereunder may, if an Event of Default has occurred and is continuing, without notice, be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter without notice exercise all voting and corporate rights at any meeting with respect to any Pledge Entity and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Interests as if it were the absolute owner thereof, including, without limitation, the right to vote in favor of, and to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other readjustment with respect to any Pledge Entity or upon the exercise by any Pledge Entity, the Pledgor or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged Interests, and in connection therewith, to deposit and deliver any and all of the Pledged Interests with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may reasonably determine, all without liability except to account for property actually received by the Collateral Agent, but the Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.

Rights of Collateral Agent. The Collateral Agent shall not be liable for failure to collect or realize upon the Obligations or any collateral security or guaranty therefor, or any part thereof, or for any delay in so doing, nor shall the Collateral Agent be under any obligation to take any action whatsoever with regard thereto. Any or all of the Pledged Interests held by the Collateral Agent hereunder may, if an Event of Default has occurred and is continuing, without notice, be registered in the name of the Collateral Agent or its nominee, and the Collateral Agent or its nominee may thereafter without notice exercise all voting and corporate rights at any meeting with respect to any Pledge Entity and exercise any and all rights of conversion, exchange, subscription or any other rights, privileges or options pertaining to any of the Pledged Interests as if it were the absolute owner thereof, including, without limitation, the right to vote in favor of, and to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other readjustment with respect to any Pledge Entity or upon the exercise by any Pledge Entity, the Pledgor Pledgors or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged Interests, and in connection therewith, to deposit and deliver any and all of the Pledged Interests with any committee, depository, transfer agent, registrar or other designated agency upon such terms and conditions as the Collateral Agent may reasonably determine, all without liability except to account for property actually received by the Collateral Agent, but the Collateral Agent shall have no duty to exercise any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doing.

Rights of Collateral Agent. The Collateral Agent shall not be liable for failure to collect or realize upon the Obligations or any collateral security or guaranty therefor, or any part thereof, or for any delay in so doing, nor shall a. Grantor hereby irrevocably constitutes and appoints the Collateral Agent be under any obligation and its agents as its attorney in fact with full power and authority either in its own name or in the name of Grantor to take any and all appropriate action whatsoever and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement including without limitation, the foregoing appointment authorizes the Collateral Agent without notice to or assent by Grantor, to do the following: (i) after a Default, to endorse any loss payment or returned premium check and to make, settle and release any claim under any insurance policy with regard thereto. Any respect to any Collateral; (ii) after a Default, to file any claim or take any other action or proceeding in any court of law or equity for the purpose of collecting any and all monies due under or with respect to any of the Pledged Interests held Collateral; (iii) after a Default, to file a financing statement signed only by the Collateral Agent hereunder may, if an Event of Default has occurred and is continuing, without notice, be registered with respect to this Agreement in accordance with the name of Uniform Commercial Code or signed by the Collateral Agent as attorney in fact for Grantor; (iv) after a Default, upon the occurrence and continuance of a failure by Grantor to do so, to pay or its nomineedischarge Security Agreement/Assigned Vehicles - 6 - September 8, 1999 taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Collateral, to effect any repairs or any insurance called for by the terms of this Agreement or the Credit Agreement and to pay all or any part of the premiums therefor and the Collateral Agent or its nominee may thereafter without notice exercise all voting cost thereof; (v) after a Default, to receive payment of and corporate rights at any meeting with respect to any Pledge Entity and exercise receipt for any and all rights monies claims and other amounts due and to become due at any time in respect of conversionor arising out of any Collateral; (vi) after a Default, exchangeto commence and prosecute any suits, subscription actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other rights, privileges or options pertaining to any right in respect of the Pledged Interests as if it were the absolute owner thereofCollateral; (vii) after a Default, includingto settle, without limitationcompromise or adjust any suit, the right to vote in favor ofaction or proceeding described above and, and to exchange at its discretion any and all of the Pledged Interests upon the merger, consolidation, reorganization, recapitalization or other readjustment with respect to any Pledge Entity or upon the exercise by any Pledge Entity, the Pledgor or the Collateral Agent of any right, privilege or option pertaining to any of the Pledged Interests, and in connection therewith, to deposit give such discharges or releases as the Banks may deem appropriate; and deliver (viii) after a Default, generally to sell, transfer, pledge, make any and all agreement with respect to or otherwise deal with any of the Pledged Interests with any committee, depository, transfer agent, registrar or other designated agency upon such terms Collateral as fully and conditions completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent's option, at any time, or from time to time, all acts and things which the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and the Collateral Agent's security interest therein in order to effect the intent of this Agreement, all as fully and effectively as Grantor might do. Grantor hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest, shall be irrevocable and shall terminate only upon payment in full of the Liabilities and the termination of this Agreement. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent's interests in the Collateral and shall not impose any duty upon it to exercise any such powers. Any insurance premiums, taxes, assessments, charges, and other amounts so paid by the Collateral Agent shall constitute part of the Liabilities payment of which shall be secured by the Collateral and shall be payable on demand by Grantor. The Banks and the Collateral Agent shall be accountable only for amounts that are actually received as a result of the exercise of such powers, and neither the Banks, the Collateral Agent nor any of their respective officers, directors, employees or agents shall be responsible to Grantor for any action taken or omitted to be taken in good faith or in reliance on the advice of counsel except for their own gross negligence or willful misconduct. b. After a Default, unless otherwise consented to by the Collateral Agent, Grantor will forthwith, upon receipt, transmit and deliver to the Collateral Agent, in the form received, all cash, checks, drafts, chattel paper and other instruments or writings for the payment of money (properly endorsed, where required, so that such items may reasonably be collected by the Collateral Agent) which may be received by Grantor at any time in full or partial payment or otherwise as proceeds of any of the Collateral. Any such items which may be received by Grantor after such request by the Collateral Agent will not be commingled with any other of its funds or property, but will be held separate and apart from its own funds or property and upon express trust for the Banks until delivery is made to the Collateral Agent. Security Agreement/Assigned Vehicles - 7 - September 8, 1999 c. All items or amounts which are received by the Collateral Agent after a Default from Grantor or any other party on account of partial or full payment or otherwise as proceeds of any of the Collateral shall be deposited to the credit of a deposit account (herein called the "Assignee Deposit Account") of Grantor with the Collateral Agent, as security for payment of the Liabilities. Grantor shall have no right to withdraw any funds deposited in the Assignee Deposit Account. Either Bank may, from time to time, in its discretion, and shall upon request of Grantor made not more than once in any week, direct the Collateral Agent to transfer all or any of the then balance, representing collected funds, in the Assignee Deposit Account ratably to the Banks, who shall promptly apply such funds, first, toward payment of the Liabilities under the Credit Agreement, the Loan Documents and this Agreement, and, second, toward payment of any other Liabilities, whether or not then due, in such order of application as the Banks may determine, and the Banks may, from time to time, in their discretion, direct the Collateral Agent to release all without liability except or any of such balance to account for property actually Grantor. The Collateral Agent is authorized to endorse, in the name of Grantor, any item, howsoever received by the Collateral Agent, but the Collateral Agent shall have no duty to exercise representing any payment on or other proceeds of any of the aforesaid rights, privileges or options and shall not be responsible for any failure to do so or delay in so doingCollateral.