Common use of Duty of Agent Clause in Contracts

Duty of Agent. The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession (if any), under Section 9-207 of the UCC or otherwise, shall be to deal with such Collateral in a manner substantially similar to that which the Agent deals with similar property for its own account. Neither the Agent, any other Secured Party nor any of their respective officers, directors, partners, employees, agents, advisors, attorneys, 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 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 Agent pursuant to this Agreement are solely to protect the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Agent to exercise any such powers. The Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Agent nor any of its officers, directors, employees, agents, advisors, attorneys, attorneys-in-fact or affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

Duty of Agent. The Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession (if any)possession, under Section 9-207 of the UCC Code or otherwiseotherwise to the extent permitted by law, shall be to deal with such Collateral it in a the same manner substantially similar to that which as the Agent deals with similar property for its own account. Neither the Agent, any other Secured Party Lender nor any of their respective officers, directors, partners, employees, agents, advisors, attorneys, attorneys-in-fact employees or affiliates 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 Agent pursuant to this Agreement and the Lenders hereunder are solely to protect the Secured Parties’ Agent's and the Lenders' interests in the Collateral and shall not impose any duty upon the Agent or any Lender to exercise any such powers. The Agent shall be accountable only for amounts that it actually receives as a result of Neither the exercise of such powersAgent, and neither the Agent Lenders nor any of its their officers, directors, employees, agents, advisors, attorneys, attorneys-in-fact employees or affiliates agents shall be responsible to any Grantor the Borrower for any act or failure to act hereunder, except for its or their own gross the negligence or willful misconductmisconduct of the Agent, any Lender or any of their officers, directors, employees or agents.

Duty of Agent. The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession (if any)possession, under Section 9-207 of the UCC or otherwise, shall be to deal with such Collateral it in a the same manner substantially similar to that which as the Agent deals with similar property for its own account. Neither the Agent, Agent nor any other Secured Party nor any of their respective officers, directors, partners, employees, agents, attorneys or other advisors, attorneys, 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 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 Agent pursuant to this Agreement Secured Parties hereunder are solely to protect the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Agent any Secured Party to exercise any such powers. The Agent Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither the Agent they nor any of its their officers, directors, partners, employees, agents, attorneys and other advisors, attorneys, attorneys-in-fact or affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for its 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.

Duty of Agent. The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession (if any)possession, under Section 9-207 of the UCC or otherwise, shall be to deal with such Collateral it in a the same manner substantially similar to that which as the Agent deals with similar property for its own account. Neither the Agent, Agent nor any other Secured Party nor any of their respective officers, directors, partners, employees, agents, attorneys or other advisors, attorneys, 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 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 Agent pursuant to this Agreement Secured Parties hereunder are solely to protect the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Agent any Secured Party to exercise any such powers. The Agent Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither the Agent they nor any of its their officers, directors, partners, employees, agents, attorneys and other advisors, attorneys, attorneys-in-fact or affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for its 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.

Duty of Agent. The Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession (if any)possession, under Section 9-207 of the UCC Code or otherwise, shall be to deal with such Collateral it in a the same manner substantially similar to that which as the Agent deals with similar securities and property for its own account, except that the Agent shall have no obligation to invest funds held in any Collateral Account and may hold the same as demand deposits. Neither None of the Agent, any other Secured Party nor Bank or any of their respective directors, officers, directors, partners, employees, agents, advisors, attorneys, attorneys-in-fact employees or affiliates 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 Agent pursuant to and the Banks under this Agreement are solely to protect the Secured Parties’ their interests in the Collateral and shall not impose any duty upon the Agent or any Bank to exercise any such powers. The Agent and the Banks shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither the Agent they nor any of its their officers, directors, employees, agents, advisors, attorneys, attorneys-in-fact employees or affiliates agents shall be responsible to any Grantor the Borrower for any act or failure to act hereunderunder or with respect to this Agreement, except for its or their own gross negligence or willful misconductmisconduct (as determined in a final non-appealable judgment by a court of competent jurisdiction).

Duty of Agent. The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession (if any)possession, under Section 9-207 of the UCC or otherwise, shall be to deal with such Collateral it in a the same manner substantially similar to that which as the Agent deals with similar property for its own account. Neither the Agent, Agent nor any other Secured Party Lender nor any of their respective officers, directors, partners, employees, agents, attorneys or other advisors, attorneys, 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 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 Agent pursuant to this Agreement Lenders hereunder are solely to protect the Secured PartiesLenders’ interests in the Collateral and shall not impose any duty upon the Agent any Lender to exercise any such powers. The Agent Lenders shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither the Agent they nor any of its their officers, directors, partners, employees, agents, attorneys and other advisors, attorneys, attorneys-in-fact or affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for its 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.

Duty of Agent. The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession (if any)possession, under Section 9-207 of the NY UCC or otherwise, shall be to deal with such Collateral it in a the same manner substantially similar to that which as the Agent deals with similar property for its own account. Neither The Agent shall be deemed to have exercised reasonable care in the Agent, custody and preservation of any other Secured Party nor any of their respective officers, directors, partners, employees, agents, advisors, attorneys, attorneys-in-fact or affiliates Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Agent accords its own property. The Agent 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 thereof. The powers conferred on the Agent pursuant to this Agreement hereunder are solely to protect the Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Agent to exercise any such powers. The Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Agent it nor any of its officers, directors, employees, agents, advisors, attorneys, attorneys-in-fact employees or affiliates agents shall be responsible to any Grantor for any act or failure to act hereunder, except for its or their own gross negligence negligence, bad faith or willful misconductmisconduct (as determined by a court of competent jurisdiction in a final and non-appealable decision) or material breach of this Agreement or the other Loan Documents.

Duty of Agent. The Administrative Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession (if any)possession, under Section 9-207 of the UCC or otherwise, shall be to deal with such Collateral it in a the same manner substantially similar to that which as the Administrative Agent deals with similar property for its own account. Neither the Agent, Administrative Agent nor any other Secured Party nor any of their respective officers, directors, partners, employees, agents, attorneys or other advisors, attorneys, 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 the 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 Agent pursuant to this Agreement Secured Parties hereunder are solely to protect the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Agent any Secured Party to exercise any such powers. The Agent Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither the Agent they nor any of its their officers, directors, partners, employees, agents, attorneys and other advisors, attorneys, attorneys-in-fact or affiliates shall be responsible to any Grantor the Pledgor for any act or failure to act hereunder, except for its to the extent that any such act or failure to act is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from their own bad faith, gross negligence or willful misconduct.

Duty of Agent. The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession (if any), under Section 9-207 of the UCC or otherwise, shall be to deal with such Collateral in a manner substantially similar to that which Neither the Agent deals with similar property for its own account. Neither the Agent, nor any other Secured Party nor any of their respective officers, directors, partners, employees, agents, attorneys and other advisors, attorneys, 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 or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Agent has been appointed as administrative agent pursuant to the Credit Agreement. The rights, duties, privileges, immunities and indemnities of the Agent hereunder are subject to the provisions of the Credit Agreement. The powers conferred on the Agent pursuant to this Agreement Secured Parties hereunder are solely to protect the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Agent any Secured Party to exercise any such powers. The Agent Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither the Agent they nor any of its their officers, directors, partners, employees, agents, attorneys and other advisors, attorneys, attorneys-in-fact or affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for its to the extent that any such act or failure to act is found by a final and non-appealable decision of a court of competent jurisdiction to have resulted directly from their own gross negligence negligence, bad faith or willful misconductmisconduct (including a material breach of their obligations under the Loan Documents).

Duty of Agent. The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession (if any)possession, under Section 9-207 of the UCC or otherwise, shall be to deal with such Collateral it in a the same manner substantially similar to that which as the Agent deals with similar property for its own account. Neither the Agent, Agent nor any other Note Secured Party nor any of their respective officers, directors, partners, employees, agents, attorneys or other advisors, attorneys, attorneys-in-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 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 Agent pursuant to this Agreement Note Secured Parties hereunder are solely to protect the Note Secured Parties’ interests in the Collateral and shall not impose any duty upon the Agent any Note Secured Party to exercise any such powers. The Agent Note Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither the Agent they nor any of its their officers, directors, partners, employees, agents, attorneys and other advisors, attorneys, attorneys-in-fact or affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for its 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.

Duty of Agent. The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession (if any)possession, under Section 9-207 of the UCC or otherwise, shall be to deal with such Collateral it in a the same manner substantially similar to that which as the Agent deals with similar property for its own account. Neither the Agent, Agent nor any other Secured Party nor any of their respective officers, directors, partners, employees, agents, attorneys or other advisors, attorneys, 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 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 Agent pursuant to this Agreement Secured Parties hereunder are solely to protect the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Agent any Secured Party to exercise any such powers. The Agent Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither the Agent they nor any of its their officers, directors, partners, employees, agents, attorneys and other advisors, attorneys, attorneys-in-fact or affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for its 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.

Duty of Agent. The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession (if any)possession, under Section 9-207 of the UCC or otherwise, shall be to deal with such Collateral it in a the same manner substantially similar to that which as the Agent deals with similar property for its own account. Neither the Agent, Agent nor any other Secured Party nor any of their respective officers, directors, partners, employees, agents, attorneys or other advisors, attorneys, 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 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 Agent pursuant to this Agreement Secured Parties hereunder are solely to protect the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Agent any Secured Party to exercise any such powers. The Agent Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither the Agent they nor any of its their officers, directors, partners, Page employees, agents, attorneys and other advisors, attorneys, attorneys-in-fact or affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for its 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.

Duty of Agent. The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession (if any)possession, under Section 9-207 of the UCC or otherwise, shall be to deal with such Collateral it in a the same manner substantially similar to that which as the Agent deals with similar property for its own account. Neither the Agent, Agent nor any other Secured Party nor any of their respective officers, directors, partners, employees, agents, attorneys or other advisors, attorneys, 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 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 Agent pursuant to this Agreement Secured Parties hereunder are solely to protect the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Agent any Secured Party to exercise any such powers. The Agent Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither the Agent they nor any of its their officers, directors, partners, employees, agents, attorneys and other advisors, attorneys, attorneys-in-fact or affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for except, in the case of the Agent only in respect of its or their own gross negligence or willful misconduct, to the extent required by applicable law.

Duty of Agent. The Agent’s 's sole duty with respect to the ------------- custody, safekeeping and physical preservation of the Collateral in its possession (if any)possession, under Section 9-207 of the UCC Code or otherwiseotherwise to the extent permitted by law, shall be to deal with such Collateral it in a the same manner substantially similar to that which as the Agent deals with similar property for its own account. Neither the Agent, any other Secured Party Lender nor any of their respective officers, directors, partners, employees, agents, advisors, attorneys, attorneys-in-fact employees or affiliates 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 Agent pursuant to this Agreement and the Lenders hereunder are solely to protect the Secured Parties’ Agent's and the Lenders' interests in the Collateral and shall not impose any duty upon the Agent or any Lender to exercise any such powers. The Agent shall be accountable only for amounts that it actually receives as a result of Neither the exercise of such powersAgent, and neither the Agent Lenders nor any of its their officers, directors, employees, agents, advisors, attorneys, attorneys-in-fact employees or affiliates agents shall be responsible to any Grantor the Borrower for any act or failure to act hereunder, except for its or their own gross the negligence or willful misconductmisconduct of the Agent, any Lender or any of their officers, directors, employees or agents.

Duty of Agent. The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession (if any), under Section 9-207 of the UCC or otherwise, shall be to deal with such Collateral in a manner substantially similar to that which Neither the Agent deals with similar property for its own account. Neither the Agent, nor any other Secured Party nor any of their respective officers, directors, partners, employees, agents, attorneys and other advisors, attorneys, 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 or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The Agent has been appointed as administrative agent pursuant to the Credit Agreement. The rights, duties, privileges, immunities and indemnities of the Agent hereunder are subject to the provisions of the Credit Agreement. The powers conferred on the Agent pursuant to this Agreement Secured Parties hereunder are solely to protect the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Agent any Secured Party to exercise any such powers. The Agent Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither the Agent they nor any of its their officers, directors, partners, employees, agents, attorneys and other advisors, attorneys, attorneys-in-fact or affiliates shall be responsible to any Grantor for any act or failure to act hereunder, except for its 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 directly from their own gross negligence negligence, bad faith or willful misconductmisconduct (including a material breach of their obligations under the Loan Documents).

Duty of Agent. The Agent’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession (if any)possession, under Section 9-207 of the UCC or otherwise, but subject to any applicable law, shall be to deal with such Collateral it in a the same manner substantially similar to that which as the Agent deals with similar property for its own account. Neither Subject to any applicable law, neither the Agent, any other Secured Party nor any of their respective officers, directors, partners, employees, agents, advisors, attorneys, attorneys-in-fact employees or affiliates 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 Subject to any applicable law, the powers conferred on the Agent pursuant to this Agreement and the Secured Parties hereunder are solely to protect the Agent’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Agent or any Secured Party to exercise any such powers. The Subject to any applicable law, the Agent and the Secured Parties shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither the Agent they nor any of its their respective officers, directors, employees, agents, advisors, attorneys, attorneys-in-fact employees or affiliates agents shall be responsible to any Grantor for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

Duty of Agent. The Agent’s 's sole duty with respect to the custody, safekeeping and physical preservation of the Collateral in its possession (if any)possession, under Section 9-207 of the UCC Code or otherwise, shall be to deal with such Collateral it in a the same manner substantially similar to that which and with the same care as the Agent deals with similar property for its own account. Neither the Agent, any other Secured Party Lender nor any of their respective directors, officers, directors, partners, employees, agents, advisors, attorneys, attorneys-in-fact employees or affiliates agents shall be liable for failure to demand, collect or realize upon all or any part of the Collateral or for any delay in doing so so, except where such failure or delay results from their gross negligence or willful misconduct, 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 Agent pursuant to this Agreement and the Lenders hereunder are solely to protect the Secured Parties’ Agent's and the Lenders' interests in the Collateral and shall not impose any duty upon the Agent or any Lender to exercise any such powers. The Agent and the Lenders shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither the Agent they nor any of its their officers, directors, employees, agents, advisors, attorneys, attorneys-in-fact employees or affiliates agents shall be responsible to any Grantor for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.