Common use of Agent’s Duties Clause in Contracts

Agent’s Duties. (a) Agent shall use reasonable care in the custody and preservation of any Collateral in its possession. Without limitation on other conduct which may be considered the exercise of reasonable care, Agent shall be deemed to have exercised reasonable care in the custody and preservation of such Collateral if such Collateral is accorded treatment substantially equal to that which Agent accords its own property, it being understood that Agent and Lenders shall not have any responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, declining value, tenders or other matters relative to any Collateral, regardless of whether Agent or any Lender has or is deemed to have knowledge of such matters; or taking any necessary steps to preserve any rights against any Person with respect to any Collateral. Under no circumstances shall Agent or any Lender be responsible for any injury or loss to the Collateral, or any part thereof, arising from any cause beyond the reasonable control of Agent. (b) Agent may at any time deliver the Collateral or any part thereof to Borrower and the receipt of Borrower shall be a complete and full acquittance for the Collateral so delivered, and Agent and Lenders shall thereafter be discharged from any liability or responsibility therefor. (c) Neither Agent, any Lender, nor any of their respective directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any Lender shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower or any other party other than by the gross negligence and/or willful misconduct of Agent or any Lender, or any of their respective directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any Lender.

Agent’s Duties. (a) Agent shall use reasonable care in the custody and preservation of any Collateral in its possession. Without limitation on other conduct which may be considered the exercise of reasonable care, Agent shall be deemed to have exercised reasonable care in the custody and preservation of such Collateral if such Collateral is accorded treatment substantially equal to that which Agent accords its own property, it being understood that Agent and Lenders shall not have any responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, declining value, tenders or other matters relative to any Collateral, regardless of whether Agent or any Lender has or is deemed to have knowledge of such matters; or taking any necessary steps to preserve any rights against any Person with respect to any Collateral. Under no circumstances shall Agent or any Lender be responsible for any injury or loss to the Collateral, or any part thereof, arising from any cause beyond the reasonable control of Agent. (b) Agent may at any time deliver the Collateral or any part thereof to Borrower and the receipt of Borrower shall be a complete and full acquittance for the Collateral so delivered, and Agent and Lenders shall thereafter be discharged from any liability or responsibility therefor. (c) Neither Agent, any Lender, nor any of their respective its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any Lender shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower or any other party other than by through the gross ordinary negligence and/or willful misconduct of Agent or any LenderAgent, or any of their respective its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any LenderAgent.

Agent’s Duties. (a) Agent shall use reasonable care in the custody and preservation of any Collateral in its possession. Without limitation on other conduct which may be considered the exercise of reasonable care, Agent shall be deemed to have exercised reasonable care in the custody and preservation of such Collateral if such Collateral is accorded treatment substantially equal to that which Agent accords its own property, it being understood that Agent and Lenders shall not have any responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, declining value, tenders or other matters relative to any Collateral, regardless of whether Agent or any Lender has or is deemed to have knowledge of such matters; or taking any necessary steps to preserve any rights against any Person with respect to any Collateral. Under no circumstances shall Agent or any Lender be responsible for any injury or loss to the Collateral, or any part thereof, arising from any cause beyond the reasonable control of AgentAgent . (b) Agent may at any time deliver the Collateral or any part thereof to Borrower or the applicable Loan Party and the receipt of Borrower or the Loan Party shall be a complete and full acquittance for the Collateral so delivered, and Agent and Lenders shall thereafter be discharged from any liability or responsibility therefor. (c) Neither Agent, any Lender, nor any of their respective its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any Lender shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower Bxxxxxxx, a Loan Party or any other party other than by through the gross ordinary negligence and/or willful misconduct of Agent or any LenderAgent, or any of their respective its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any LenderAgent.

Agent’s Duties. (a) The powers conferred on the Agent shall use reasonable care hereunder are solely to protect its interest and the interests of the Banks and the CP Holders in the Collateral and shall not impose any duty upon it to exercise any such powers except as provided herein. Except for the safe custody and preservation of any Collateral in its possession. Without limitation on possession and the accounting for monies actually received by it hereunder and performing its other conduct which may be considered express duties hereunder, the exercise of reasonable care, Agent shall be deemed to have exercised reasonable care in the custody and preservation of such Collateral if such Collateral is accorded treatment substantially equal to that which Agent accords its own property, it being understood that Agent and Lenders shall not have any responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, declining value, tenders or other matters relative no duty as to any Collateral, regardless Collateral or as to the taking of whether Agent or any Lender has or is deemed to have knowledge of such matters; or taking any necessary steps to preserve any rights against prior parties or any Person with respect other rights pertaining to any Collateral. Under no circumstances The Agent shall Agent or any Lender not be responsible in any manner whatsoever for the correctness of any injury recitals, statements, representations or loss warranties contained herein, except for those made by it herein. The Agent makes no representation as to the Collateral, value or condition of the Collateral or any part thereof, arising from as to the title of the Borrowers to the Collateral, as to the security afforded by this Agreement or as to the validity, execution, enforceability, legality or sufficiency of this Agreement, and the Agent shall incur no liability or responsibility in respect of any cause beyond such matters. The Agent shall not be responsible for insuring the reasonable control Collateral, for the payment of Agent. (b) Agent may at any time deliver taxes, charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Agent may execute any part thereof to Borrower of the powers granted under this Agreement and the receipt of Borrower perform any duty hereunder or thereunder either directly or by or through agents or attorneys-in-fact, and shall not be a complete and full acquittance responsible for the Collateral so delivered, and Agent and Lenders shall thereafter be discharged from negligence or misconduct of any liability agents or responsibility therefor. (c) Neither Agent, any Lender, nor any of their respective directors, officers, employees, agents, attorneys or any other person affiliated attorneys-in-fact selected by it with or representing reasonable care. In no event will the Agent or any Lender shall officer, agent or representative thereof be responsible for the consequences of any oversight or error of judgment whatsoever, or personally liable for any claimsaction taken or omitted to be taken, demandsexcept that such Person may be liable due to its willful misconduct or gross negligence. Neither the Agent nor any officer, losses agent or damages, of representative thereof shall be personally liable for any kind whatsoever, made, claimed, incurred or suffered action taken by Borrower or any other party other than such Person in accordance with any notice given by the gross negligence and/or willful misconduct Required Banks pursuant to the terms of this Agreement even if, at the time such action is taken by any such Person, the Required Banks are not entitled to give such notice, except where the account officer of the Agent or any Lender, or any of their respective directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any Lenderactive upon the Borrowers' accounts has actual knowledge that such Required Banks are not entitled to give such notice.

Agent’s Duties. (a) The powers conferred on the Agent shall use reasonable care hereunder are solely to protect its interest and the interests of the Banks and the CP Holders in the Collateral and shall not impose any duty upon it to exercise any such powers except as provided herein. Except for the safe custody and preservation of any Collateral in its possession. Without limitation on possession and the accounting for monies actually received by it hereunder and performing its other conduct which may be considered express duties hereunder, the exercise of reasonable care, Agent shall be deemed to have exercised reasonable care in the custody and preservation of such Collateral if such Collateral is accorded treatment substantially equal to that which Agent accords its own property, it being understood that Agent and Lenders shall not have any responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, declining value, tenders or other matters relative no duty as to any Collateral, regardless Collateral or as to the taking of whether Agent or any Lender has or is deemed to have knowledge of such matters; or taking any necessary steps to preserve any rights against prior parties or any Person with respect other rights pertaining to any Collateral. Under no circumstances The Agent shall Agent or any Lender not be responsible in any manner whatsoever for the correctness of any injury recitals, statements, representations or loss warranties contained herein, except for those made by it herein. The Agent makes no representation as to the Collateral, value or condition of the Collateral or any part thereof, arising from as to the title of the Company to the Collateral, as to the security afforded by this Agreement or as to the validity, execution, enforceability, legality or sufficiency of this Agreement, and the Agent shall incur no liability or responsibility in respect of any cause beyond such matters. The Agent shall not be responsible for insuring the reasonable control Collateral, for the payment of Agent. (b) Agent may at any time deliver taxes, charges, assessments or liens upon the Collateral or otherwise as to the maintenance of the Collateral. The Agent may execute any part thereof to Borrower of the powers granted under this Agreement and the receipt of Borrower perform any duty hereunder or thereunder either directly or by or through agents or attorneys-in-fact, and shall not be a complete and full acquittance responsible for the Collateral so delivered, and Agent and Lenders shall thereafter be discharged from negligence or misconduct of any liability agents or responsibility therefor. (c) Neither Agent, any Lender, nor any of their respective directors, officers, employees, agents, attorneys or any other person affiliated attorneys-in-fact selected by it with or representing reasonable care. In no event will the Agent or any Lender shall officer, agent or representative thereof be responsible for the consequences of any oversight or error of judgment whatsoever, or personally liable for any claimsaction taken or omitted to be taken, demandsexcept that such Person may be liable due to its willful misconduct or gross negligence. Neither the Agent nor any officer, losses agent or damages, of representative thereof shall be personally liable for any kind whatsoever, made, claimed, incurred or suffered action taken by Borrower or any other party other than such Person in accordance with any notice given by the gross negligence and/or willful misconduct Required Banks pursuant to the terms of this Agreement even if, at the time such action is taken by any such Person, the Required Banks are not entitled to give such notice, except where the account officer of the Agent or any Lender, or any of their respective directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any Lenderactive upon the Company accounts has actual knowledge that such Required Banks are not entitled to give such notice.

Agent’s Duties. (a) The powers conferred on the Agent shall use reasonable care hereunder are -------------- solely to protect its interest and the interests of the Banks and the CP Holders in the Stock Collateral and shall not impose any duty upon it to exercise any such powers except as provided herein. Except for the safe custody and preservation of any Stock Collateral in its possession. Without limitation on possession and the accounting for monies actually received by it hereunder and performing its other conduct which may be considered express duties hereunder, the exercise of reasonable care, Agent shall be deemed to have exercised reasonable care in the custody and preservation of such Collateral if such Collateral is accorded treatment substantially equal to that which Agent accords its own property, it being understood that Agent and Lenders shall not have any responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, declining value, tenders or other matters relative no duty as to any Collateral, regardless Stock Collateral or as to the taking of whether Agent or any Lender has or is deemed to have knowledge of such matters; or taking any necessary steps to preserve any rights against prior parties or any Person with respect other rights pertaining to any Stock Collateral. Under no circumstances The Agent shall Agent or any Lender not be responsible in any manner whatsoever for the correctness of any injury recitals, statements, representations or loss warranties contained herein, except for those made by it herein. The Agent makes no representation as to the Collateral, value or condition of the Stock Collateral or any part thereof, arising from any cause beyond as to the reasonable control title of Agent. (b) Agent may at any time deliver the Collateral Company to the Stock Collateral, as to the security afforded by this Agreement or any part thereof as to Borrower the validity, execution, enforceability, legality or sufficiency of this Agreement, and the receipt of Borrower Agent shall be a complete and full acquittance for the Collateral so delivered, and Agent and Lenders shall thereafter be discharged from any incur no liability or responsibility therefor. (c) Neither Agentin respect of any such matters. The Agent shall not be responsible for insuring the Stock Collateral, any Lenderfor the payment of taxes, nor charges, assessments or liens upon the Stock Collateral or otherwise as to the maintenance of the Stock Collateral. The Agent may execute any of their respective directorsthe powers granted under this Agreement and perform any duty hereunder or thereunder either directly or by or through agents or attorneys-in-fact, officers, employees, agents, attorneys and shall not be responsible for the negligence or misconduct of any other person affiliated agents or attorneys-in-fact selected by it with or representing reasonable care. In no event will the Agent or any Lender shall officer, agent or representative thereof be responsible for the consequences of any oversight or error of judgment whatsoever, or personally liable for any claimsaction taken or omitted to be taken, demandsexcept that such Person may be liable due to its willful misconduct or gross negligence. Neither the Agent nor any officer, losses agent or damages, of representative thereof shall be personally liable for any kind whatsoever, made, claimed, incurred or suffered action taken by Borrower or any other party other than such Person in accordance with any notice given by the gross negligence and/or willful misconduct Required Banks pursuant to the terms of this Agreement even if, at the time such action is taken by any such Person, the Required Banks are not entitled to give such notice, except where the account officer of the Agent or any Lender, or any of their respective directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any Lenderactive upon Funding's accounts has actual knowledge that such Required Banks are not entitled to give such notice.

Agent’s Duties. (a) The Secured Parties hereby appoint NationsBank, N. A. as Agent to act as their agent as provided herein. In the event the Agent is replaced pursuant to the provisions of the Credit Agreement, the successor Agent appointed in accordance with the provisions of the Credit Agreement shall use reasonable care be the Agent hereunder. The powers conferred on the Agent hereunder are solely to protect the Secured Parties' interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody and preservation of any Collateral in its possession. Without limitation on other conduct which may be considered possession and the exercise of reasonable careaccounting for moneys actually received by it hereunder, the Agent shall be deemed have no duty as to have exercised reasonable care in the custody and preservation of such Collateral if such Collateral is accorded treatment substantially equal any Collateral, as to that which Agent accords its own property, it being understood that Agent and Lenders shall not have any responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, declining valuetenders, tenders or other matters relative to any Collateral, regardless of whether or not the Agent or any Lender other Secured Party has or is deemed to have knowledge of such matters; , or as to the taking of any necessary steps to preserve any rights against prior parties or any Person other rights pertaining to any reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Agent accords its own property. Except as set forth herein, the Agent shall not have any duty or liability to protect or preserve any Collateral or to preserve rights pertaining thereto. Nothing contained in this Agreement shall be construed as requiring or obligating the Agent, and the Agent shall not be required or obligated, (a) to present or file any claim or notice or take any action, with respect to any Collateral. Under no circumstances shall Agent Collateral or any Lender be responsible for any injury in connection therewith or loss to the Collateral, or any part thereof, arising from any cause beyond the reasonable control of Agent. (b) Agent may at any time deliver the Collateral or any part thereof to Borrower and the receipt of Borrower shall be a complete and full acquittance for the Collateral so delivered, and Agent and Lenders shall thereafter be discharged from any liability or responsibility therefor. (c) Neither Agent, any Lender, nor any of their respective directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any Lender shall be liable for any claims, demands, losses or damages, notify Pledgor of any kind whatsoever, made, claimed, incurred or suffered by Borrower or decline in the value of any other party other than by the gross negligence and/or willful misconduct of Agent or any Lender, or any of their respective directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any LenderCollateral.

Agent’s Duties. (a) The powers conferred on the Agent shall use reasonable care hereunder are solely -------------- to protect its interest and the interests of the Banks and the CP Holders in the Stock Collateral and shall not impose any duty upon it to exercise any such powers except as provided herein. Except for the safe custody and preservation of any Stock Collateral in its possession. Without limitation on possession and the accounting for monies actually received by it hereunder and performing its other conduct which may be considered express duties hereunder, the exercise of reasonable care, Agent shall be deemed to have exercised reasonable care in the custody and preservation of such Collateral if such Collateral is accorded treatment substantially equal to that which Agent accords its own property, it being understood that Agent and Lenders shall not have any responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, declining value, tenders or other matters relative no duty as to any Collateral, regardless Stock Collateral or as to the taking of whether Agent or any Lender has or is deemed to have knowledge of such matters; or taking any necessary steps to preserve any rights against prior parties or any Person with respect other rights pertaining to any Stock Collateral. Under no circumstances The Agent shall Agent or any Lender not be responsible in any manner whatsoever for the correctness of any injury recitals, statements, representations or loss warranties contained herein, except for those made by it herein. The Agent makes no representation as to the Collateral, value or condition of the Stock Collateral or any part thereof, arising from any cause beyond as to the reasonable control title of Agent. (b) Agent may at any time deliver the Collateral Company to the Stock Collateral, as to the security afforded by this Agreement or any part thereof as to Borrower the validity, execution, enforceability, legality or sufficiency of this Agreement, and the receipt of Borrower Agent shall be a complete and full acquittance for the Collateral so delivered, and Agent and Lenders shall thereafter be discharged from any incur no liability or responsibility therefor. (c) Neither Agentin respect of any such matters. The Agent shall not be responsible for insuring the Stock Collateral, any Lenderfor the payment of taxes, nor charges, assessments or liens upon the Stock Collateral or otherwise as to the maintenance of the Stock Collateral. The Agent may execute any of their respective directorsthe powers granted under this Agreement and perform any duty hereunder or thereunder either directly or by or through agents or attorneys-in-fact, officers, employees, agents, attorneys and shall not be responsible for the negligence or misconduct of any other person affiliated agents or attorneys-in-fact selected by it with or representing reasonable care. In no event will the Agent or any Lender shall officer, agent or representative thereof be responsible for the consequences of any oversight or error of judgment whatsoever, or personally liable for any claimsaction taken or omitted to be taken, demandsexcept that such Person may be liable due to its willful misconduct or gross negligence. Neither the Agent nor any officer, losses agent or damages, of representative thereof shall be personally liable for any kind whatsoever, made, claimed, incurred or suffered action taken by Borrower or any other party other than such Person in accordance with any notice given by the gross negligence and/or willful misconduct Required Banks pursuant to the terms of this Agreement even if, at the time such action is taken by any such Person, the Required Banks are not entitled to give such notice, except where the account officer of the Agent or any Lender, or any of their respective directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any Lenderactive upon Funding's accounts has actual knowledge that such Required Banks are not entitled to give such notice.

Agent’s Duties. (a) Agent shall use reasonable care in the custody and preservation of any Collateral in its possession. Without limitation on other conduct which may be considered the exercise of reasonable care, Agent shall be deemed to have exercised reasonable care in the custody and preservation of such Collateral if such Collateral is accorded treatment substantially equal to that which Agent accords its own property, it being understood that Agent and Lenders shall not have any responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, declining value, tenders or other matters relative to any Collateral, regardless of whether Agent or any Lender has or is deemed to have knowledge of such matters; or taking any necessary steps to preserve any rights against any Person with respect to any Collateral. Under no circumstances shall Agent or any Lender be responsible for any injury or loss to the Collateral, or any part thereof, arising from any cause beyond the reasonable control of Agent. (b) Agent may at any time deliver the Collateral or any part thereof to Borrower Parent and the receipt of Borrower Parent shall be a complete and full acquittance for the Collateral so delivered, and Agent and Lenders shall thereafter be discharged from any liability or responsibility therefor. (c) Neither Agent, any Lender, nor any of their respective its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any Lender shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower or any other party other than by through the gross ordinary negligence and/or willful misconduct of Agent or any LenderAgent, or any of their respective its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any LenderAgent.

Agent’s Duties. (a) Agent shall use reasonable care in the custody and preservation of any Collateral in its possession. Without limitation on other conduct which may be considered the exercise of reasonable care, Agent shall be deemed to have exercised reasonable care in the custody and preservation of such Collateral if such Collateral is accorded treatment substantially equal to that which Agent accords its own property, it being understood that Agent and Lenders shall not have any responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, declining value, tenders or other matters relative to any Collateral, regardless of whether Agent or any Lender has or is deemed to have knowledge of such matters; or taking any necessary steps to preserve any rights against any Person with respect to any Collateral. Under no circumstances shall Agent or any Lender be responsible for any injury or loss to the Collateral, Collateral or any part thereof, arising from any cause beyond the reasonable control of Agent. Notwithstanding the foregoing, Agent shall take reasonable care to preserve the Intellectual Property constituting Collateral in accordance with the confidentiality provisions of Section 9.13 and in a manner substantially equal to that which Agent accords its own property. (b) Agent may at any time deliver the Collateral or any part thereof to Borrower and the receipt of Borrower shall be a complete and full acquittance for the Collateral so delivered, and Agent and Lenders shall thereafter be discharged from any liability or responsibility therefor. (c) Neither Agent, any Lender, nor any of their respective its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any Lender shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower or any other party other than by through the gross ordinary negligence and/or willful misconduct of Agent or any LenderAgent, or any of their respective its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any LenderAgent.

Agent’s Duties. (a) Each Grantor acknowledges that the rights and responsibilities of the Agent under this Agreement with respect to any action taken by the Agent or the exercise or non-exercise by the Agent of any option, voting right, request, judgment or other right or remedy provided for herein or resulting or arising out of this Agreement shall, as between the Agent and the Secured Parties, be governed by the Credit Agreement and by such other agreements with respect thereto as may exist from time to time among them, but, as between the Agent and the Grantors, the Agent shall use reasonable care be conclusively presumed to be acting as agent for the Secured Parties with full and valid authority so to act or refrain from acting, and no Grantor shall be under any obligation, or entitlement, to make any inquiry respecting such authority. (b) The powers conferred on Agent hereunder are solely to protect Agent’s interest in the Collateral, for the benefit of the Secured Parties, and shall not impose any duty upon Agent to exercise any such powers. Except for the safe custody and preservation of any Collateral in its possessionactual possession and the accounting for moneys actually received by it hereunder, Agent shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral. Without limitation on other conduct which may be considered the exercise of reasonable care, Agent shall be deemed to have exercised reasonable care in the custody and preservation of such any Collateral in its actual possession if such Collateral is accorded treatment substantially equal to that which Agent accords its own property, it being understood that Agent and Lenders shall not have any responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, declining value, tenders or other matters relative to any Collateral, regardless of whether Agent or any Lender has or is deemed to have knowledge of such matters; or taking any necessary steps to preserve any rights against any Person with respect to any Collateral. Under no circumstances shall Agent or any Lender be responsible for any injury or loss to the Collateral, or any part thereof, arising from any cause beyond the reasonable control of Agent. (b) Agent may at any time deliver the Collateral or any part thereof to Borrower and the receipt of Borrower shall be a complete and full acquittance for the Collateral so delivered, and Agent and Lenders shall thereafter be discharged from any liability or responsibility therefor. (c) Neither The Agent may perform any and all of its duties and exercise its rights and powers under this Agreement or under any other Security Document by or through any one or more sub-agents appointed by the Agent. The Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. All of the rights, benefits, and privileges (including the exculpatory and indemnification provisions) of this Agreement shall apply to any Lender, nor such sub-agent and to any of the Affiliates of the Agent and any such sub-agents, and shall apply to their respective directorsactivities as if such sub-agent and Affiliates were named herein in connection with the transactions contemplated hereby and by the Security Documents. Notwithstanding anything herein to the contrary, officerseach sub-agent appointed by the Agent or Affiliate of the Agent or Affiliate of any such sub-agent shall be a third party beneficiary under this Agreement with respect to all such rights, employeesbenefits and privileges (including exculpatory rights and rights to indemnification) and shall have all of the rights and benefits of a third party beneficiary, agentsincluding an independent right of action to enforce such rights, attorneys benefits and privileges (including exculpatory rights and rights to indemnification) directly, without the consent or joinder of any other person affiliated with Person, against any or representing Agent all of the Credit Parties and the Secured Parties, and such rights, benefits and privileges (including exculpatory rights and rights to indemnification) shall not be modified or any Lender shall be liable for any claims, demands, losses amended without the consent of such sub-agent or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower or any other party other than by the gross negligence and/or willful misconduct of Agent or any Lender, or any of their respective directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any LenderAffiliate acting in such capacity.

Agent’s Duties. (a) Agent shall use reasonable care in the custody and preservation of any Collateral in its possession. Without limitation on other conduct which may be considered the exercise of reasonable care, Agent shall be deemed to have exercised reasonable care in the custody and preservation of such Collateral if such Collateral is accorded treatment substantially equal to that which Agent accords its own property, it being understood that Agent and Lenders shall not have any responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, declining value, tenders or other matters relative to any Collateral, regardless of whether Agent or any Lender has or is deemed to have knowledge of such matters; or taking any necessary steps to preserve any rights against any Person with respect to any Collateral. Under no circumstances shall Agent or any Lender be responsible for any injury or loss to the Collateral, or any part thereof, arising from any cause beyond the reasonable control of AgentAgent . (b) Agent may at any time deliver the Collateral or any part thereof to Borrower the applicable Loan Party and the receipt of Borrower the Loan Party shall be a complete and full acquittance for the Collateral so delivered, and Agent and Lenders shall thereafter be discharged from any liability or responsibility therefor. (c) Neither Agent, any Lender, nor any of their respective its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any Lender shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower a Loan Party or any other party other than by through the gross ordinary negligence and/or willful misconduct of Agent or any LenderAgent, or any of their respective its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any LenderAgent.

Agent’s Duties. (a) Agent shall use reasonable care in the custody and preservation of any Collateral in its possession. Without limitation on other conduct which may be considered the exercise of reasonable care, Agent shall be deemed to have exercised reasonable care in the custody and preservation of such Collateral if such Collateral is accorded treatment substantially equal to that which Agent accords its own property, it being understood that Agent and Lenders shall not have any responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, declining value, tenders or other matters relative to any Collateral, regardless of whether Agent or any Lender has or is deemed to have knowledge of such matters; or taking any necessary steps to preserve any rights against any Person with respect to any Collateral. Under no circumstances shall Agent or any Lender be responsible for any injury or loss to the Collateral, or any part thereof, arising from any cause beyond the reasonable control of Agent. (b) Agent may at any time deliver the Collateral or any part thereof to Borrower and the receipt of Borrower shall be a complete and full acquittance for the Collateral so delivered, and Agent and Lenders shall thereafter be discharged from any liability or responsibility therefor. (c) Neither Agent, any Lender, nor any of their respective its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any Lender shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower or any other party other than by through the gross ordinary negligence and/or willful misconduct of Agent or any LenderAgent, or any of their respective its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent, provided, that, nothing in this Section 8.8(c) shall limit the liability of Agent or any Lenderother party in respect of conduct constituting gross negligence or willful misconduct.

Agent’s Duties. (a) Agent shall use reasonable care in the custody and preservation of any Collateral in its possession. Without limitation on other conduct which may be considered the exercise of reasonable care, Agent shall be deemed to have exercised reasonable care in the custody and preservation of such Collateral if such Collateral is accorded treatment substantially equal to that which Agent accords its own property, it being understood that Agent and Lenders shall not have any responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, declining value, tenders or other matters relative to any Collateral, regardless of whether Agent or any Lender has or is deemed to have knowledge of such matters; or taking any necessary steps to preserve any rights against any Person with respect to any Collateral. Under no circumstances shall Agent or any Lender be responsible for any injury or loss to the Collateral, or any part thereof, arising from any cause beyond the reasonable control of Agent. (b) Agent may at any time deliver the Collateral or any part thereof to Borrower or the applicable Loan Party and the receipt of Borrower or the Loan Party shall be a complete and full acquittance for the Collateral so delivered, and Agent and Lenders shall thereafter be discharged from any liability or responsibility therefor. (c) Neither Agent, any Lender, nor any of their respective its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any Lender shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower Bxxxxxxx, a Loan Party or any other party other than by through the gross ordinary negligence and/or willful misconduct of Agent or any LenderAgent, or any of their respective its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any LenderAgent.

Agent’s Duties. (a) Agent shall use reasonable care in the custody and preservation of any Collateral in its possession. Without limitation on other conduct which may be considered the exercise of reasonable care, Agent shall be deemed to have exercised reasonable care in the custody and preservation of such Collateral if such Collateral is accorded treatment substantially equal to that which Agent accords its own property, it being understood that Agent and Lenders shall not have any responsibility for ascertaining or taking action with respect to calls, conversions, exchanges, maturities, declining value, tenders or other matters relative to any Collateral, regardless of whether Agent or any Lender has or is deemed to have knowledge of such matters; or taking any necessary steps to preserve any rights against any Person with respect to any Collateral. Under no circumstances shall Agent or any Lender be responsible for any injury or loss to the Collateral, or any part thereof, arising from any cause beyond the reasonable control of AgentAgent . (b) Agent may at any time deliver the Collateral or any part thereof to Borrower and the receipt of Borrower shall be a complete and full acquittance for the Collateral so delivered, and Agent and Lenders shall thereafter be discharged from any liability or responsibility therefor. (c) Neither Agent, any Lender, nor any of their respective its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any Lender shall be liable for any claims, demands, losses or damages, of any kind whatsoever, made, claimed, incurred or suffered by Borrower or any other party other than by through the gross ordinary negligence and/or willful misconduct of Agent or any LenderAgent, or any of their respective its directors, officers, employees, agents, attorneys or any other person affiliated with or representing Agent or any LenderAgent.