Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 62 contracts
Samples: Credit Agreement (Avis Budget Group, Inc.), Guarantee and Collateral Agreement, Credit Agreement (Colony NorthStar, Inc.)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ ' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 49 contracts
Samples: Guarantee and Collateral Agreement (Paperweight Development Corp), Guarantee and Collateral Agreement (M & F Worldwide Corp), Guarantee and Collateral Agreement (Appleton Papers Inc/Wi)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the Administrative Agent’s and the Lendersother Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 26 contracts
Samples: Guarantee and Collateral Agreement (TransMedics Group, Inc.), Guarantee and Collateral Agreement (TransMedics Group, Inc.), Credit Agreement (Organogenesis Holdings Inc.)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 16 contracts
Samples: Credit Agreement (Cinemark Holdings, Inc.), Credit Agreement (Cinemark Usa Inc /Tx), Guarantee and Collateral Agreement (Gartner Inc)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, nor any Lender other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from their own gross negligence or willful misconductmisconduct in breach of a duty owed to such Grantor.
Appears in 12 contracts
Samples: Second Lien Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ Secured Parties' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 10 contracts
Samples: Guarantee and Collateral Agreement (Accuride Corp), Guarantee and Collateral Agreement (B&g Foods Inc), Guarantee and Collateral Agreement (Cinemark Usa Inc /Tx)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and and, except as provided in the first sentence of this Section, neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 9 contracts
Samples: Guarantee and Collateral Agreement (Sba Communications Corp), Guarantee and Collateral Agreement (Sba Communications Corp), Guarantee and Collateral Agreement (Sba Communications Corp)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, nor any Lender other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for from their own gross negligence or willful misconductmisconduct or breach of a duty owed to such Grantor.
Appears in 9 contracts
Samples: Guarantee and Collateral Agreement (Ollie's Bargain Outlet Holdings, Inc.), Intellectual Property Security Agreement (Ollie's Bargain Outlet Holdings, Inc.), Guarantee and Collateral Agreement (Tuesday Morning Corp/De)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 7 contracts
Samples: Intercreditor Agreement (Fender Musical Instruments Corp), Intercreditor Agreement (Fender Musical Instruments Corp), Credit Agreement (Hhgregg, Inc.)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 9207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the Administrative Agent’s and the Lendersother Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 7 contracts
Samples: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (Ultra Clean Holdings Inc), Guarantee and Collateral Agreement (ShoreTel Inc)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ ' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 7 contracts
Samples: Collateral Agreement (Restaurant Co of Minnesota), Guaranty and Collateral Agreement (Mindspring Enterprises Inc), Collateral Agreement (Venture Holdings, Inc.)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Parties to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their except, in the case of the Administrative Agent only in respect of its own gross negligence or willful misconduct, to the extent required by applicable law (subject to Section 11.12(e) of the Credit Agreement and other applicable provisions of the Loan Documents).
Appears in 6 contracts
Samples: Guarantee and Collateral Agreement (Del Pharmaceuticals, Inc.), Guarantee and Collateral Agreement (Adesa California, LLC), Guarantee and Collateral Agreement (IAA Acquisition Corp.)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York NY UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. The Administrative Agent shall be deemed to have exercised 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 Administrative Agent accords its own property. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 5 contracts
Samples: Security Agreement (Rockwood Holdings, Inc.), Security Agreement (Rockwood Holdings, Inc.), Security Agreement (Rockwood Specialties Group Inc)
Duty of Administrative Agent. The Administrative Agent’s sole duty of the Administrative Agent with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the interests of the Administrative Agent’s Agent and the Lenders’ interests other Secured Parties in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 5 contracts
Samples: Collateral Agreement (Blackhawk Network Holdings, Inc), Collateral Agreement (Diamond Foods Inc), Collateral Agreement (Prospect Medical Holdings Inc)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, nor any Lender other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from their own gross negligence or willful misconductmisconduct in breach of a duty owed to such Grantor.
Appears in 5 contracts
Samples: Guarantee and Collateral Agreement (Post Holdings, Inc.), Guarantee and Collateral Agreement (Post Holdings, Inc.), Guarantee and Collateral Agreement (Bellring Brands, Inc.)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith or willful misconductmisconduct or material breach of this Agreement or any other Loan Document.
Appears in 4 contracts
Samples: Guarantee and Security Agreement (21st Century Oncology Holdings, Inc.), Guarantee and Security Agreement (National Mentor Holdings, Inc.), Guarantee and Security Agreement (National Mentor Holdings, Inc.)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own (or their officers’, directors’, employees’ or agents’) gross negligence or willful misconduct.
Appears in 4 contracts
Samples: Guarantee and Collateral Agreement (Cumulus Media Inc), First Lien Guarantee and Collateral Agreement (Cumulus Media Inc), Guarantee and Collateral Agreement (Citadel Broadcasting Corp)
Duty of Administrative Agent. The Administrative Agent’s 's sole ---------------------------- duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ ' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 4 contracts
Samples: Guarantee and Collateral Agreement (Details Capital Corp), Guarantee and Collateral Agreement (Act Manufacturing Inc), And Collateral Agreement (Nationwide Credit Inc)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Security Collateral in its possession, under Section 9-207 of the New York UCC Code or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Security Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Security Collateral upon the request of any Grantor Granting Party or any other Person or to take any other action whatsoever with regard to the Security Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ other Secured Parties' interests in the Security Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor Granting Party for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 4 contracts
Samples: And Collateral Agreement (Ev International Inc), Credit Agreement (Telex Communications Inc), Guarantee and Collateral Agreement (Telex Communications Inc)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the Administrative Agent’s and the Lendersother Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 4 contracts
Samples: Guarantee and Collateral Agreement (Enernoc Inc), Guarantee and Collateral Agreement (Enernoc Inc), Guarantee and Collateral Agreement (Sunpower Corp)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ other Secured Parties' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 4 contracts
Samples: Guarantee and Collateral Agreement (Barton Protective Services LLC), Guarantee and Collateral Agreement (M & F Worldwide Corp), Guarantee and Collateral Agreement (Nebraska Book Co)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconductmisconduct or failure to comply with mandatory provisions of applicable law.
Appears in 3 contracts
Samples: Assignment and Assumption (Dole Food Co Inc), Assignment and Assumption (Dole Food Co Inc), Credit Agreement (Dole Food Co Inc)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any other Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor Holdings or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent Agents and the Lenders hereunder are solely to protect the Administrative Agent’s Agents' and the Lenders’ ' interests in the Collateral and shall not impose any duty upon the Administrative Agent any Agents or any Lender Lenders to exercise any such powers. The Administrative Agent Agents and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor Holdings for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Credit Agreement (L 3 Communications Corp), Parent Guarantee Agreement (L 3 Communications Corp), Subsidiary Guarantee Agreement (L 3 Communications Corp)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconductmisconduct or that of their officers, directors, employees or agents.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (United Components Inc), Guarantee and Collateral Agreement (Chefford Master Manufacturing Co Inc), Guarantee and Collateral Agreement (UCI Holdco, Inc.)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, and other Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor the Borrower or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent Agents and the Lenders hereunder are solely to protect the Administrative Agent’s Agents' and the Lenders’ ' interests in the Collateral and shall not impose any duty upon the Administrative Agent any Agents or any Lender Lenders to exercise any such powers. The Administrative Agent Agents and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor the Borrower for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Parent Guarantee Agreement (L 3 Communications Corp), Subsidiary Guarantee Agreement (L 3 Communications Corp), Credit Agreement (L 3 Communications Corp)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Bank nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any the Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Banks hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ Banks' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Bank to exercise any such powers. The Administrative Agent and the Lenders Banks shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any the Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Pledge Agreement (Centerpoint Energy Inc), Pledge Agreement (Centerpoint Energy Inc), Pledge Agreement (Centerpoint Energy Inc)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, possession shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any other Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor the Borrower or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent Agents and the Lenders hereunder are solely to protect the Administrative Agent’s Agents' and the Lenders’ ' interests in the Collateral and shall not impose any duty upon the Administrative Agent any Agents or any Lender Lenders to exercise any such powers. The Administrative Agent Agents and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor the Borrower for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Subsidiary Guarantee Agreement (L 3 Communications Corp), Credit Agreement (L 3 Communications Corp), Parent Guarantee Agreement (L 3 Communications Corp)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the Administrative Agent’s and the Lendersother Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconductmisconduct or resulting from a claim brought by any Grantor against Administrative Agent and the other Secured Parties for breach in bad faith of such party’s obligations hereunder, if such Grantor has obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction.
Appears in 3 contracts
Samples: Credit Agreement (Ribbon Communications Inc.), Guarantee and Collateral Agreement (Monotype Imaging Holdings Inc.), Credit Agreement (Monotype Imaging Holdings Inc.)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the Lenders’ Secured Parties' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Guarantee and Collateral Agreement (Eddie Bauer Holdings, Inc.), Guarantee and Collateral Agreement (Eddie Bauer Holdings, Inc.), Guarantee and Collateral Agreement (Eddie Bauer Holdings, Inc.)
Duty of Administrative Agent. The Administrative Agent’s sole duty of Administrative Agent with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither None of the Administrative Agent, any Lender nor other Secured Party or any of their respective officers, directors, employees or agents Related Parties shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the interests of the Administrative Agent’s Agent and the Lenders’ interests other Secured Parties in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party or any of their respective Related Parties to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents respective Related Parties shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Collateral Agreement (American Woodmark Corp), And Restated Collateral Agreement (RealPage, Inc.), Credit Agreement (Fossil Group, Inc.)
Duty of Administrative Agent. The Administrative Agent’s sole duty of Administrative Agent with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the interests of the Administrative Agent’s Agent and the Lenders’ interests other Secured Parties in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Security and Pledge Agreement (Imation Corp), Credit Agreement (Imation Corp), Credit Agreement (Imation Corp)
Duty of Administrative Agent. The Administrative Agent’s sole duty Agent shall use reasonable care with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwiseUCC, shall be to deal with it including preserving rights against other parties claiming an interest in the same manner as the Administrative Agent deals with similar property for its own accountCollateral. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor the Company or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor the Company for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Security Agreement (Istar Inc.), Security Agreement (Istar Financial Inc), Security Agreement (Istar Financial Inc)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, nor any Lender other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Credit Agreement (Rent a Center Inc De), Guarantee and Collateral Agreement (Rent a Center Inc De), Guarantee and Collateral Agreement (Rent a Center Inc De)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Secured Creditor nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Creditors hereunder are solely to protect the Administrative Agent’s and the LendersSecured Creditors’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Creditor to exercise any such powers. The Administrative Agent and the Lenders Secured Creditors shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Credit Agreement (Hanger, Inc.), Guarantee and Collateral Agreement (Hanger Orthopedic Group Inc), Credit Agreement (Hanger Orthopedic Group Inc)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any other Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent Agents and the Lenders hereunder are solely to protect the Administrative Agent’s Agents' and the Lenders’ ' interests in the Collateral and shall not impose any duty upon the Administrative Agent any Agents or any Lender to exercise any such powers. The Administrative Agent Agents and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Subsidiary Guarantee Agreement (L 3 Communications Corp), Parent Guarantee Agreement (L 3 Communications Corp), Credit Agreement (L 3 Communications Corp)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof, except if such failure or delay results from their own gross negligence or willful misconduct. The powers conferred on the Administrative Agent Agents and the Lenders hereunder are solely to protect the Administrative Agent’s Agents' and the Lenders’ ' interests in the Collateral and shall not impose any duty upon the Administrative any Agent or any Lender to exercise any such powers. The Administrative Agent Agents and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 3 contracts
Samples: Assumption Agreement (Scientific Games Corp), Guarantee and Collateral Agreement (Scientific Games Corp), Guarantee and Collateral Agreement (Scientific Games Corp)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ ' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Paperweight Development Corp), Guarantee and Collateral Agreement (Appleton Papers Inc/Wi)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC Uniform Commercial Code or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the Administrative Agent’s and the Lendersother Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconductmisconduct as determined in a final non-appealable judgment of a court competent jurisdiction.
Appears in 2 contracts
Samples: Credit Agreement (JELD-WEN Holding, Inc.), Credit Agreement (JELD-WEN Holding, Inc.)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC Code or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any each Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ 's interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any each Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Security Agreement (Core Mark International Inc), Credit Agreement (Core Mark International Inc)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, Agent nor any Lender nor other Secured Party or any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the Administrative Agent’s and the Lendersother Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Credit Agreement (Geo Group Inc), Credit Agreement (Geo Group Inc)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property Property for its own account. Neither To the extent permitted under Applicable Law, neither Administrative Agent, nor any Lender other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from their own gross negligence negligence, bad faith or willful misconduct.
Appears in 2 contracts
Samples: Assignment and Assumption Agreement (HollyFrontier Corp), Guarantee and Collateral Agreement (HollyFrontier Corp)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar securities and property for its own accountaccounts. Neither None of the Administrative Agent, any Lender Bank, each of their successors and assigns, nor any of their respective directors, officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor the Company or any other Person person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ Secured Parties' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they it actually receive receives as a result of the exercise of such powers, and neither they it nor any of their its officers, directors, employees or agents shall be responsible to any Grantor the Company for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Pledge Agreement (Centerpoint Energy Houston Electric LLC), Pledge Agreement (Centerpoint Energy Inc)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, Agent nor any Lender other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys or agents other advisors, attorneys-in-fact or affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor a Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to any Grantor the Pledgors for any act or failure to act hereunder, except for to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from their own gross negligence negligence, fraud, or willful misconductmisconduct in breach of a duty owed to the Pledgors.
Appears in 2 contracts
Samples: Assignment and Assumption (Liberty Global PLC), Pledge Agreement (Liberty Global PLC)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction by a final and nonappealable judgment.
Appears in 2 contracts
Samples: Collateral Agreement (Jack in the Box Inc /New/), Collateral Agreement (Jack in the Box Inc /New/)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 9207 of the New York California UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the Administrative Agent’s and the Lendersother Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Netlogic Microsystems Inc), Bvi Guarantee and Collateral Agreement (Netlogic Microsystems Inc)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty ---------------------------- with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ ' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (LFC Armored of Texas Inc), Collateral Agreement (Bush Industries Inc)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwisePPSA, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither None of the Administrative Agent, any Lender nor Lender, any other Secured Party or any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and ’s, the Lenders’ and each other Secured Party’s interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender of such Persons to exercise any such powers. The Administrative Agent Agent, the Lenders and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Paperweight Development Corp), Guarantee and Collateral Agreement (Paperweight Development Corp)
Duty of Administrative Agent. The Administrative Agent’s sole duty of Administrative Agent with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither None of the Administrative Agent, any Lender nor other Secured Party or any of their respective officers, directors, employees or agents Related Parties shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the interests of the Administrative Agent’s Agent and the Lenders’ interests other Secured Parties in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party or any of their respective Related Parties to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents respective Related Parties shall be responsible to any Grantor for any act or failure to act hereunder, except for their own bad faith, gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Collateral Agreement (National Instruments Corp), Collateral Agreement (National Instruments Corp)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York Applicable UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Charter Communications, Inc. /Mo/), Guarantee and Collateral Agreement (Charter Communications Inc /Mo/)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York Texas UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Credit Agreement (Furmanite Corp), Guaranty and Collateral Agreement (Furmanite Corp)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Agent or Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Alliance Laundry Systems LLC), Credit Agreement (Alliance Laundry Systems LLC)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York NY UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. The Administrative Agent shall be deemed to have exercised 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 Administrative Agent accords its own property. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ Secured Parties' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Security Agreement (Rockwood Specialties Group Inc), Security Agreement (Rockwood Specialties Group Inc)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Pledged Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither To the fullest extent provided by applicable law, neither the Administrative Agent, any Lender other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Pledged Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Pledged Collateral upon the request of any Grantor Pledgor or any other Person or to take any other action whatsoever with regard to the Pledged Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the Administrative Agent’s and the Lendersother Secured Parties’ interests in the Pledged Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Guaranty Agreement (Lufkin Industries Inc), Guaranty Agreement (Lufkin Industries Inc)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, nor any Lender other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the Lenders’ Secured Parties' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from their own gross negligence or willful misconductmisconduct in breach of a duty owed to such Grantor.
Appears in 2 contracts
Samples: And Collateral Agreement (Gentiva Health Services Inc), Security Agreement (Corrections Corp of America)
Duty of Administrative Agent. The Administrative Agent’s sole duty of Administrative Agent with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither None of the Administrative Agent, any Lender nor other Secured Party or any of their respective officers, directors, employees or agents Related Parties shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any 60010211_5 Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the interests of the Administrative Agent’s Agent and the Lenders’ interests other Secured Parties in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party or any of their respective Related Parties to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents respective Related Parties shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Collateral Agreement (Realpage Inc), Collateral Agreement (Realpage Inc)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, nor any Lender other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the Lenders’ Secured Parties' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Rent a Center Inc De), Guarantee and Collateral Agreement (Rent a Center Inc De)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC Code or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor the Pledgors or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ Secured Parties' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Credit Agreement (Avis Rent a Car Inc), Security Agreement (Avis Rent a Car Inc)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, nor any Lender other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor Loan Party or any other Person person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to any Grantor Loan Party for any act or failure to act hereunder, except for from their own gross negligence or willful misconductmisconduct or breach of a duty owed to such Loan Party.
Appears in 2 contracts
Samples: Possession Credit Agreement (Tuesday Morning Corp/De), Tuesday Morning Corp/De
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof, except in each case as regards the disposition of any Collateral permitted under the Credit Agreement. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Nbty Inc), Guarantee and Collateral Agreement (Nbty Inc)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC Code or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ Secured Parties' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Omniamerica Inc), Guarantee and Collateral Agreement (Lin Television Corp)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Parties to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their except, in the case of the Administrative Agent only to the extent resulting primarily from its own gross negligence negligence, bad faith or willful misconductmisconduct as determined in a final, non-appealable judgment of a court of competent jurisdiction, to the extent required by applicable law (subject to Section 11.12(e) of the Amended and Restated Credit Agreement and other applicable provisions of the Loan Documents).
Appears in 2 contracts
Samples: Third Amendment Agreement (KAR Auction Services, Inc.), Credit Agreement (KAR Auction Services, Inc.)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC Code or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ ' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Credit Agreement (Campfire Inc), Guarantee and Collateral Agreement (Digital Television Services of Kansas LLC)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Bank nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor the Company or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Banks hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ Banks' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Bank to exercise any such powers. The Administrative Agent and the Lenders Banks shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor the Company for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Security Agreement (Bangor Hydro Electric Co), Security Agreement (Bangor Hydro Electric Co)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 9‑207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final non-appealable judgment.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Air Transport Services Group, Inc.), Guarantee and Collateral Agreement (Air Transport Services Group, Inc.)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor Pledgor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and for the Lenders benefit of the Secured Parties hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ Secured Parties' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Guarantee and Pledge Agreement (Brookdale Senior Living Inc.), Guarantee and Pledge Agreement (Brookdale Senior Living Inc.)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the Administrative Agent’s and the Lendersother Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for to the extent found by a final non-appealable decision of a court of competent jurisdiction to have resulted from their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Alkami Technology, Inc.), Guarantee and Collateral Agreement (Alkami Technology, Inc.)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, nor any Lender other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from their own gross negligence or willful misconductmisconduct in breach of a duty owed to such Grantor.
Appears in 2 contracts
Samples: Assumption Agreement (Generac Holdings Inc.), First Lien Guarantee and Collateral Agreement (Generac Holdings Inc.)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofthereof unless such failure constitutes gross negligence, willful misconduct or fraud. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their (or their officers, directors, employees or agents’) own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Second Lien Guarantee and Collateral Agreement (Six Flags Entertainment Corp), First Lien Guarantee and Collateral Agreement (Six Flags Entertainment Corp)
Duty of Administrative Agent. The To the extent permitted by law, the Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither None of the Administrative Agent, any Lender nor other Secured Party or any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the Administrative Agent’s and the Lendersother Secured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconductmisconduct or that of their directors, officers, employees or agents.
Appears in 2 contracts
Samples: And Collateral Agreement (Allison Transmission Holdings Inc), Guarantee and Collateral Agreement (Allison Transmission Holdings Inc)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, nor any Lender other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the Lenders’ Secured Parties' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely from their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Control Agreement (Spanish Broadcasting System of Puerto Rico Inc /Pr/), And Collateral Agreement (Osullivan Industries Virginia Inc)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC UCC, the Bankruptcy Code or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither None of the Administrative Agent, any Lender nor Lender, any other Secured Party or any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and ’s, the Lenders’ and each other Secured Party’s interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender of such Persons to exercise any such powers. The Administrative Agent Agent, the Lenders and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Paperweight Development Corp), Guarantee and Collateral Agreement (Paperweight Development Corp)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 9.207 of the New York Texas UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Ifco Systems Nv), Collateral Agreement (Ifco Systems Nv)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 or 9-208 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, nor any Lender other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the Lenders’ Secured Parties' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from their own gross negligence or willful misconductmisconduct in breach of a duty owed to such Grantor.
Appears in 2 contracts
Samples: Control Agreement (Wynn Resorts LTD), Control Agreement (Wynn Las Vegas LLC)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York Applicable UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender other Secured Party or any holder of Equally and Ratably Secured Notes Obligations nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent Agent, the Secured Parties and the Lenders holders of Equally and Ratably Secured Notes Obligations hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent Agent, the Secured Parties and the Lenders holders of Equally and Ratably Secured Notes Obligations shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Cco Holdings LLC), Guarantee and Collateral Agreement (Cco Holdings LLC)
Duty of Administrative Agent. The Administrative Agent’s sole duty of Administrative Agent with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither None of the Administrative Agent, any Lender nor other Secured Party or any of their respective officers, directors, employees or agents Related Parties shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the interests of the Administrative Agent’s Agent and the Lenders’ interests other Secured Parties in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party or any of their respective Related Parties to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents respective Related Parties shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct, as determined by a court of competent jurisdiction in a final and non-appealable judgment.
Appears in 2 contracts
Samples: Adva Domestic Collateral Agreement (ADTRAN Holdings, Inc.), Collateral Agreement (Rush Enterprises Inc \Tx\)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, Agent nor any Lender other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor Grantor, Holdings or any other Person person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the Lenders’ Secured Parties' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from their own gross negligence negligence, willful misconduct or willful misconductbad faith.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Maxxam Inc), Guarantee and Collateral Agreement (Maxxam Inc)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Parties to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their except, in the case of the Administrative Agent only to the extent resulting primarily from its own gross negligence negligence, bad faith or willful misconductmisconduct as determined in a final, non-appealable judgment of a court of competent jurisdiction, to the extent required by applicable law (subject to Section 11.12(e) of the Credit Agreement and other applicable provisions of the Loan Documents).
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement, Guarantee and Collateral Agreement (KAR Auction Services, Inc.)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, Agent nor any Lender other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor Grantor, Holdings or any other Person person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted primarily from their own gross negligence negligence, willful misconduct or willful misconductbad faith.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Maxxam Inc), Guarantee and Collateral Agreement (Maxxam Inc)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York Pennsylvania UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Triumph Group Inc), Guarantee and Collateral Agreement (Triumph Group Inc)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the The Administrative Agent, any Lender nor any Secured Party and each of their respective officers, directors, employees or agents shall not be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofthereof unless with respect to a Person, such failure constitutes bad faith, gross negligence, willful misconduct or fraud of such Person as determined in a final non-appealable judgment by a court of competent jurisdiction. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their (or their officers, directors, employees or agents’) own bad faith, gross negligence or willful misconductmisconduct as determined in a final non-appealable judgment by a court of competent jurisdiction.
Appears in 2 contracts
Samples: Guarantee and Collateral Agreement (Six Flags Entertainment Corp), Guarantee and Collateral Agreement (Six Flags Entertainment Corp)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own bad faith, gross negligence or willful misconduct.
Appears in 2 contracts
Samples: First Lien Guarantee and Collateral Agreement (WEB.COM Group, Inc.), Guarantee and Collateral Agreement (WEB.COM Group, Inc.)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York Applicable UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 1 contract
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ Secured Parties' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Cinemark Usa Inc /Tx)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconductmisconduct or failure to comply with mandatory provisions of applicable law.
Appears in 1 contract
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 9.207 of the New York Texas UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 1 contract
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof, except in each case as regards the disposition of any Collateral permitted under the Credit Agreement. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ ' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 1 contract
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor Novellus or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ ' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor Novellus for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Novellus Systems Inc)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof, except if such failure or delay results from their own gross negligence or willful misconduct. The powers conferred on the Administrative Agent Agents and the Lenders hereunder are solely to protect the Administrative Agent’s Agents’ and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative any Agent or any Lender to exercise any such powers. The Administrative Agent Agents and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Scientific Games Corp)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ other Secured Parties' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith or willful misconduct.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Infrasource Services Inc)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner and accord it the same care as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, nor any Lender other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from their own gross negligence or willful misconductmisconduct in breach of a duty owed to such Grantor.
Appears in 1 contract
Samples: Guaranty and Collateral Agreement (Regal Entertainment Group)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor the Borrower or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ ' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to the Borrower or any Grantor Guarantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 1 contract
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC Code or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective directors, officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor the Credit Parties or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ ' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor the Credit Parties for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
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Duty of Administrative Agent. The To the extent permitted by law, the Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither None of the Administrative Agent, any Lender nor or any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence negligence, bad faith or willful misconductmisconduct or that of their directors, officers, employees or agents.
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Samples: Guarantee and Collateral Agreement (Yankee Holding Corp.)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, possession shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Senior Administrative Agent, the Administrative Agent, any Lender other Secured Party nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereofCollateral. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests interest in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party to exercise any such powers. The Senior Administrative Agent, the Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their respective officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
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Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Aircraft Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the LendersSecured Parties’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Aircraft Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconductmisconduct as determined by a court of competent jurisdiction in a final non-appealable judgment.
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Samples: Guarantee and Collateral Agreement (Air Transport Services Group, Inc.)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC Code or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither None of the Administrative Agent, any Lender other Guaranteed Party, nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Guaranteed Parties hereunder are solely to protect the Administrative Agent’s 's and the Lenders’ other Guaranteed Parties' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Guaranteed Party to exercise any such powers. The Administrative Agent and the Lenders other Guaranteed Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
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Samples: Guarantee and Collateral Agreement (Purina Mills Inc)
Duty of Administrative Agent. The Administrative Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner and accord it the same care as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, nor any Lender other Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders Secured Parties hereunder are solely to protect the Administrative Agent’s and the Lenders’ Secured Parties' interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender Secured Party to exercise any such powers. The Administrative Agent and the Lenders Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from their own gross negligence or willful misconductmisconduct in breach of a duty owed to such Grantor.
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Samples: Guaranty and Collateral Agreement (Regal Entertainment Group)
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Issuer, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Issuers and the Lenders hereunder are solely to protect the Administrative Agent’s ’s, the Issuers’ and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent Agent, any Issuer or any Lender to exercise any such powers. The Administrative Agent Agent, the Issuers and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor or any other Issuer or Lender for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
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Duty of Administrative Agent. The Administrative Agent’s sole duty of Administrative Agent with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither None of the Administrative Agent, any Lender nor other Secured Party or any of their respective officers, directors, employees or agents Related Parties shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders other Secured Parties hereunder are solely to protect the interests of the Administrative Agent’s Agent and the Lenders’ interests other Secured Parties in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender other Secured Party or any of their respective Related Parties to exercise any such powers. The Administrative Agent and the Lenders other Secured Parties shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and and, notwithstanding anything in this Agreement to the contrary (but subject to Section 2.3), neither they nor any of their officers, directors, employees or agents respective Related Parties shall be responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.misconduct as determined by a court of competent jurisdiction in a final and non-appealable judgment. SECTION 6.3
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Samples: Collateral Agreement
Duty of Administrative Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to deal with it in the same manner as the Administrative Agent deals with similar property for its own account. Neither the Administrative Agent, any Lender nor any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of any Grantor the Guarantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Administrative Agent and the Lenders hereunder are solely to protect the Administrative Agent’s and the Lenders’ interests in the Collateral and shall not impose any duty upon the Administrative Agent or any Lender to exercise any such powers. The Administrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, and neither they nor any of their officers, directors, employees or agents shall be responsible to any Grantor the Guarantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (Ddi Capital Corp/Dynamic Details Inc)
