Common use of Rights of the Agent Clause in Contracts

Rights of the Agent. Without limiting any other rights the Agent has under the law, the Agent may, from time to time, at its option (but shall have no duty to): (a) if an Event of Default has occurred and is continuing, perform any agreement of Borrower hereunder that Borrower shall have failed to perform; (b) if an Event of Default has occurred and is continuing, take any other action which the Agent deems necessary or desirable for the preservation of the Collateral or the Agent's interest therein and the carrying out of this Agreement, including: (i) any action to collect or realize upon the Collateral; (ii) the discharge of taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral; (iii) the discharge or keeping current of any obligation of Borrower having effect on the Collateral; (iv) receiving, endorsing and collecting all checks and other orders for the payment of money made payable to Borrower representing any dividend, interest payment or other distribution payable or distributable in respect of the Collateral or any part thereof, and giving full discharge for the same; and (v) causing any person or entity having possession of any Collateral to acknowledge that such person or entity holds such Collateral for the benefit of the Agent; and (c) sign, file, authenticate, and authorize the signing, filing and authentication of, such financing statements and other documents respecting any right of the Agent in the Collateral, in any and all jurisdictions as the Agent shall determine in its discretion. Borrower hereby appoints the Agent as Borrower's attorney in fact, which appointment is and shall be deemed to be irrevocable and coupled with an interest, for purposes of performing acts and signing and delivering any agreement, document, or instrument, on behalf of Borrower in accordance with this Section. Borrower immediately will reimburse the Agent for all expenses so incurred by the Agent.

Rights of the Agent. Without limiting any other rights the Agent has under the law, the Agent may, from time to time, at its option (but shall have no duty to): (a) if an Event of Default has occurred The Agent is hereby authorized ------------------- at any time to (i) notify the Transaction Collection Account Bank to accept directions with respect thereto only from the Agent or its designee and is continuing, perform (ii) notify the counterparties to each Interest Rate Hedge to make any agreement of Borrower hereunder that Borrower shall have failed payments owed by such counterparties thereunder directly to perform;the Agent or its designee. (b) if an Event At any time following the designation of Default has occurred a Servicer other than LSI pursuant to Section 6.02: ------------ (i) The Agent may notify (or may direct the Servicer to notify) at any time the Obligors of Pledged Lease Receivables, or any of them, of the Securitization Lender's and is continuingthe Liquidity Providers' interest in Pledged Assets and direct such Obligors, take or any other action which of them, that payment of all amounts payable under any Pledged Lease Receivable be made directly to the Agent deems necessary or desirable for the preservation of the Collateral or its designee. (ii) The Borrower shall, at the Agent's interest therein request and at the Borrower's expense, give notice of the Securitization Lender's and the carrying out of this Agreement, including: (i) any action Liquidity Providers' interest in Pledged Lease Receivables to collect each Obligor and direct that payments be made directly to the Agent or realize upon the Collateral; (ii) the discharge of taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral; its designee. (iii) Each of the discharge Borrower, the Securitization Lender and the Liquidity Providers hereby authorizes the Agent to take any and all steps in the Borrower's name and on behalf of the Borrower, the Securitization Lender and the Liquidity Providers necessary or keeping current desirable, in the determination of the Agent, to collect all amounts due under any obligation of Borrower having effect on the Collateral; (iv) receivingand all Pledged Lease Receivables, including, without limitation, endorsing and collecting all the Borrower's name on checks and other orders for instruments representing Collections and enforcing such Lease Receivables and the payment of money made payable to Borrower representing any dividend, interest payment or other distribution payable or distributable in respect of the Collateral or any part thereof, and giving full discharge for the same; and (v) causing any person or entity having possession of any Collateral to acknowledge that such person or entity holds such Collateral for the benefit of the Agent; and (c) sign, file, authenticate, and authorize the signing, filing and authentication of, such financing statements and other documents respecting any right of the Agent in the Collateral, in any and all jurisdictions as the Agent shall determine in its discretion. Borrower hereby appoints the Agent as Borrower's attorney in fact, which appointment is and shall be deemed to be irrevocable and coupled with an interest, for purposes of performing acts and signing and delivering any agreement, document, or instrument, on behalf of Borrower in accordance with this Section. Borrower immediately will reimburse the Agent for all expenses so incurred by the Agentrelated Leases.

Rights of the Agent. Without limiting (a) If an Event of Default shall occur and be continuing and the Agent shall give notice of its intent to exercise such rights to the Pledgor, (i) the Agent shall have the right to receive any and all cash dividends and distributions paid in respect of the Collateral and make application thereof to the Obligations in the order set forth in the Loan Agreement; (ii) all of the Pledged Securities shall be registered in the name of the Agent or its nominee, and the Agent or its nominee may thereafter exercise (A) all voting, corporate and other rights pertaining to such Pledged Securities at any meeting of shareholders of each Issuer or otherwise and (B) any and all rights of conversion, exchange, subscription and any other rights rights, privileges or options pertaining to such Pledged Securities as if it were the absolute owner thereof (including, without limitation, the right to exchange at its discretion any and all of Pledged Securities upon the merger, consolidation, reorganization, recapitalization or other fundamental change in the corporate structure of any Issuer, or upon the exercise by the Pledgor or the Agent has under the lawof any right, privilege or option pertaining to such Pledged Securities, and in connection therewith, the right to deposit and deliver any and all of the Pledged Securities with any committee, depositary, transfer agent, registrar or other designated agency upon such terms and conditions as it may determine), all without liability except to account for property actually received by it, but the Agent may, from time to time, at its option (but shall have no duty to): to the Pledgor to exercise any such right, privilege or option and shall not be responsible for any failure to do so or delay in so doing; and (aiii) if an Event of Default has occurred and is continuing, perform any agreement of Borrower hereunder that Borrower the Agent shall have failed the right to perform;(A) take possession of any or all of the Collateral from the Custodian and (B) to notify the Custodian to remit directly to the Agent, as received, all payments, however characterized, received by the Custodian with respect to the Collateral. (b) if an Event The rights of Default has occurred the Agent and is continuingthe Lenders hereunder shall not be conditioned or contingent upon the pursuit by the Agent or any Lender of any right or remedy against the Pledgor or against any other Person which may be or become liable in respect of all or any part of the Obligations or against any collateral security therefor, guarantee therefor or right of offset with respect thereto. Neither the Agent nor any Lender shall be liable for any failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so, nor shall the Agent be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Pledgor or any other Person or to take any other action which the Agent deems necessary or desirable for the preservation of the Collateral or the Agent's interest therein and the carrying out of this Agreement, including: (i) any action whatsoever with regard to collect or realize upon the Collateral; (ii) the discharge of taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral; (iii) the discharge or keeping current of any obligation of Borrower having effect on the Collateral; (iv) receiving, endorsing and collecting all checks and other orders for the payment of money made payable to Borrower representing any dividend, interest payment or other distribution payable or distributable in respect of the Collateral or any part thereof, and giving full discharge for the same; and (v) causing any person or entity having possession of any Collateral to acknowledge that such person or entity holds such Collateral for the benefit of the Agent; and (c) sign, file, authenticate, and authorize the signing, filing and authentication of, such financing statements and other documents respecting any right of the Agent in the Collateral, in any and all jurisdictions as the Agent shall determine in its discretion. Borrower hereby appoints the Agent as Borrower's attorney in fact, which appointment is and shall be deemed to be irrevocable and coupled with an interest, for purposes of performing acts and signing and delivering any agreement, document, or instrument, on behalf of Borrower in accordance with this Section. Borrower immediately will reimburse the Agent for all expenses so incurred by the Agent.

Rights of the Agent. Without limiting (a) The Agent (at the request or with the consent of any other rights Managing Agent) may notify, at any time upon three Business Days' notice to the Seller if the Agent has under (or such Managing Agent) shall determine in its sole discretion that such action is necessary to protect the lawinterest of any Owner in the Receivables, or at any time after the designation of a Collection Agent other than PolyOne and at the Seller's expense, the Obligors of Pool Receivables, or any of them, of the ownership of Eligible Assets by the Owners. Further, the Agent may, from is hereby authorized at any time to timedate, at its option (but and to deliver to the Lock-Box Banks, the Lock-Box Notices referred to in the Lock-Box Agreements. The Seller and PolyOne each hereby, when the Agent shall have no duty to): (a) if an Event deliver such Lock-Box Notices to the Lock-Box Banks, transfers to the Agent the exclusive control of Default has occurred the Lock-Box Accounts to which the Obligors of Pool Receivables shall make payments, and is continuingshall take such further action that the Agent may reasonably request to effect such transfer. If the Agent shall deliver such Lock-Box Notices to the Lock-Box Banks, perform any agreement the Agent will, promptly after the aggregate Capital of Borrower hereunder all Eligible Assets shall be reduced to zero and the Yield in respect of all Eligible Assets and all other amounts payable under this Agreement to the Owner shall be paid in full, instruct the Lock-Box Banks that Borrower shall have failed the Agent transfers back to perform;the Seller or PolyOne, as the case may be, exclusive control of the Lock-Box Accounts. (b) if an Event At any time following the designation of Default has occurred and is continuinga Collection Agent other than PolyOne pursuant to Section 6.01: (i) The Agent may direct the Obligors of Pool Receivables, take or any other action which of them, that payment of all amounts payable under any Pool Receivable be made directly to the Agent deems or its designee. (ii) Each of the Seller and PolyOne shall, at the Agent's request and at the Seller's and PolyOne's expense, give notice of such ownership to each such Obligor and direct that payments be made directly to the Agent or its designee. (iii) Each of the Seller and PolyOne shall, at the Agent's request, (A) assemble all of the documents, instruments and other records (including, without limitation, computer tapes and disks) which evidence the Pool Receivables, and the related Contracts and Related Security, or which are otherwise necessary or desirable for the preservation of the Collateral or the Agent's interest therein and the carrying out of this Agreement, including: (i) any action to collect such Pool Receivables, and shall make the same available to the Agent at a place selected by the Agent or realize its designee and (B) segregate all cash, checks and other instruments received by it from time to time constituting Collections of Pool Receivables in a manner acceptable to the Agent and shall, promptly upon receipt, remit all such cash, checks and instruments, duly endorsed or with duly executed instruments of transfer, to the Collateral; (ii) the discharge of taxes, liens, security interests Agent or other encumbrances at any time levied or placed on the Collateral; (iii) the discharge or keeping current of any obligation of Borrower having effect on the Collateral; its designee. (iv) receivingEach of the Seller and PolyOne hereby authorizes the Agent to take any and all steps in the Seller's or any PolyOne's name and on behalf of the Seller and the Owners necessary or desirable, in the determination of the Agent, to collect all amounts due under any and all Pool Receivables, including, without limitation, endorsing and collecting all the Seller's or PolyOne's name on checks and other orders for instruments representing Collections and enforcing such Pool Receivables and the payment of money made payable to Borrower representing any dividend, interest payment or other distribution payable or distributable in respect of the Collateral or any part thereof, and giving full discharge for the same; and (v) causing any person or entity having possession of any Collateral to acknowledge that such person or entity holds such Collateral for the benefit of the Agent; and (c) sign, file, authenticate, and authorize the signing, filing and authentication of, such financing statements and other documents respecting any right of the Agent in the Collateral, in any and all jurisdictions as the Agent shall determine in its discretion. Borrower hereby appoints the Agent as Borrower's attorney in fact, which appointment is and shall be deemed to be irrevocable and coupled with an interest, for purposes of performing acts and signing and delivering any agreement, document, or instrument, on behalf of Borrower in accordance with this Section. Borrower immediately will reimburse the Agent for all expenses so incurred by the Agentrelated Contracts.

Rights of the Agent. Without limiting The Agent will not be liable for failure to collect or realize upon the Obligations or any other rights the Agent has collateral security or guarantee therefor, or any part thereof, or for any delay in so doing, nor will it be under the law, the Agent may, from time any obligation to time, at its option (but shall have no duty to): (a) if take any action whatsoever with regard thereto. If an Event of Default has occurred and is continuing, perform any agreement of Borrower hereunder that Borrower shall have failed to perform; (b) if an Event of Default has occurred and is continuing, take any other action which the Agent deems necessary may thereafter, without notice, exercise all rights, privileges or desirable options pertaining to any Pledged Bonds as if it were the absolute owner thereof, upon such terms and conditions as it may determine, all without liability except to account for property actually received by it, but the preservation Agent will have no duty to exercise any of the Collateral aforesaid rights, privileges or options and will not be responsible for any failure to do so or delay in so doing. Notwithstanding any provision of this Bond Pledge and Security Agreement to the contrary, the rights of the Agent hereunder are subject in each and every respect to the terms and conditions of the Indenture, including, but not limited, any restrictions on the Agent's interest therein and ’s ability to sell or otherwise dispose of the carrying out of this AgreementCollateral. In addition, including: Agent shall be entitled, without limitation, to exercise the following rights, which Pledgor hereby agrees to be commercially reasonable: (i) any action to collect or realize upon the Collateral; (ii) the discharge of taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral; (iii) the discharge or keeping current of any obligation of Borrower having effect on the Collateral; (iv) receiving, endorsing and collecting receive all checks and other orders for the payment of money made amounts payable to Borrower representing any dividend, interest payment or other distribution payable or distributable in respect of the Collateral otherwise payable to Pledgor; (ii) to transfer all or any part thereofof the Collateral into Agent’s name or the name of its nominee or nominees, and giving full discharge including, to present the bonds to the office of the Trustee or any Registrar for the same; and Bond for transfer, exchange or replacement. Pledgor hereby appoints Agent (vor such person(s) causing any person or entity having possession of any Collateral to acknowledge that such person or entity holds such Collateral for the benefit of the Agent; and (c) sign, file, authenticate, and authorize the signing, filing and authentication of, such financing statements and other documents respecting any right of the Agent in the Collateral, in any and all jurisdictions as the Agent shall determine designate in its discretion. Borrower hereby appoints the Agent writing) as Borrower's Agent’s attorney in fact, which appointment agency is and shall be deemed to be irrevocable and coupled with an interestinterest and irrevocable, for purposes to consummate any transfer of performing acts any Collateral pursuant to any exercise of remedies by Agent under this Bond Pledge and signing Security Agreement. In addition to the foregoing, Agent hereby authorizes Agent, in Agent’s own name, to execute, deliver and delivering record any agreementassignment of any Collateral that may be necessary or appropriate to implement any transfer thereof pursuant to any exercise of remedies by Agent under this Bond Pledge and Security Agreement. Any such assignment(s) shall be fully effective to divest and convey to the assignee(s) named therein full title to the Collateral, documentfree of any right, title, claim or instrumentinterest of Pledgor; (iii) to vote all or any part of the Collateral (whether or not transferred into the name of Agent) and give all consents, on behalf waivers and ratifications in respect of Borrower in accordance the Collateral and otherwise act with this Section. Borrower immediately will reimburse respect thereto as though it were the outright owner thereof (Pledgor hereby irrevocably constituting and appointing Agent for all expenses so incurred by the Agentproxy and attorney-in-fact of Pledgor, with full power of substitution to do so); and (iv) to give notice to the Trustee that Agent has the sole right to exercise any power of the owner of the Bonds under the IRB Lease and the Indenture.