Common use of Agent's Duty of Care Clause in Contracts

Agent's Duty of Care. Other than the exercise of reasonable -------------------- care in the physical custody of the Collateral while held by the Agent hereunder, the Agent shall have no responsibility for or obligation or duty with respect to all or any part of the Collateral or any matter or proceeding arising out of or relating thereto, including, without limitation, any obligation or duty to collect any sums due in respect thereof or to protect or preserve any rights against prior parties or any other rights pertaining thereto, it being understood and agreed that Pledgor shall be responsible for preservation of all rights in the Collateral. Without limiting the generality of the foregoing, the Agent shall be conclusively deemed to have exercised reasonable care in the custody of the Collateral if the Agent takes such action, for purposes of preserving rights in the Collateral, as Pledgor may reasonably request in writing, but no failure or omission or delay by the Agent in complying with any such request by Pledgor, and no refusal by the Agent to comply with any such request by Pledgor, shall be deemed to be a failure to exercise reasonable care.

Appears in 6 contracts

Samples: Credit Agreement (Cellstar Corp), Credit Agreement (Cellstar Corp), Pledge Agreement (Cellstar Corp)

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Agent's Duty of Care. Other than the exercise of reasonable -------------------- care in and the physical custody of the Collateral while held by the Agent hereunder, the Agent shall have no responsibility for or obligation or duty with respect to all or any part of the Collateral or any matter or proceeding arising out of or relating thereto, including, including without limitation, limitation any obligation or duty to collect any sums due in respect thereof or to protect or preserve any rights against prior parties or any other rights pertaining thereto, it being understood and agreed that Pledgor each Debtor shall be responsible for preservation of all rights in the Collateral. Without limiting the generality of the foregoing, the Agent shall be conclusively deemed to have exercised reasonable care in the custody of the Collateral if the Agent takes such action, for purposes of preserving rights in the Collateral, as Pledgor any Debtor may reasonably request in writing, but no failure or omission or delay by the Agent in complying with any such request by Pledgorany Debtor, and no refusal by the Agent to comply with any such request by Pledgorany Debtor, shall be deemed to be a failure to exercise reasonable care.

Appears in 3 contracts

Samples: Guarantor Security Agreement (Cellstar Corp), Credit Agreement (Cellstar Corp), Credit Agreement (Cellstar Corp)

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Agent's Duty of Care. Other than the exercise of reasonable -------------------- care in and the physical custody of the Collateral while held by the Agent hereunder, the Agent shall have no responsibility for or obligation or duty with respect to all or any part of the Collateral or any matter or proceeding arising out of or relating thereto, including, including without limitation, limitation any obligation or duty to collect any sums due in respect thereof or to protect or preserve any rights against prior parties or any other rights pertaining thereto, it being understood and agreed that Pledgor Debtor shall be responsible for preservation of all rights in the Collateral. Without limiting the generality of the foregoing, the Agent shall be conclusively deemed to have exercised reasonable care in the custody of the Collateral if the Agent takes such action, for purposes of preserving rights in the Collateral, as Pledgor Debtor may reasonably request in writing, but no failure or omission or delay by the Agent in complying with any such request by PledgorDebtor, and no refusal by the Agent to comply with any such request by PledgorDebtor, shall be deemed to be a failure to exercise reasonable care.

Appears in 2 contracts

Samples: Credit Agreement (Cellstar Corp), Credit Agreement (Cellstar Corp)

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