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, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Agent deals with similar Property for its own account and shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. Neither the Agent, any Secured Party nor any of their 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 Obligor 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 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 Agent and the 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 Affiliates shall be responsible to any Obligor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. To the fullest extent permitted by applicable law, the Agent shall be under no duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Obligations (except any notice or demand that is expressly required under this Agreement or any other Loan Document), or to take any steps necessary to preserve any rights against any Obligor or other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. Each Obligor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Agent or any Secured Party to proceed against any Obligor or other Person, exhaust any Collateral or enforce any other remedy which the Agent or any Secured Party now has or may hereafter have against any Obligor or other Person.

Duty of Agent. The 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 UCC or otherwise, shall be to deal with it in the same manner as the Agent deals with similar Property property for its own account and account. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the any Collateral or Mortgaged Property in its possession if the such Collateral or Mortgaged Property is accorded treatment substantially equal to that which comparable secured parties accord comparable collateralthe Agent accords its own property. Neither the Agent, any Secured Party nor any of their Affiliates respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or Mortgaged Property or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or Mortgaged Property upon the request of any Obligor Grantor or any other Person or to take any other action whatsoever with regard to the Collateral Collateral, Mortgaged Property or any part thereof. The powers conferred on the Agent and the Secured Parties hereunder or pursuant to the other Security Documents are solely to protect the Agent’s and the Secured Parties’ interests in the Collateral and Mortgaged Properties and shall not impose any duty upon the Agent or any Secured Party to exercise any such powers. The Agent and the 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 Affiliates officers, directors, employees or agents shall be responsible to any Obligor Grantor for any act or failure to act hereunderhereunder or pursuant to the other Security Documents, except for their own gross negligence or willful misconduct. To Beyond the fullest extent permitted by applicable lawexercise of reasonable care in the custody thereof, the Agent shall be under have no duty whatsoever as to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or Mortgaged Property in its possession or control or in the Obligations (except possession or control of any notice agent or demand that is expressly required under this Agreement bailee or any income thereon or as to preservation of rights against prior parties or any other Loan Document)rights pertaining thereto and the Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral or Mortgaged Properties. The Agent shall not be liable or responsible for any loss or diminution in the value of any of the Collateral or Mortgage Properties, by reason of the act or to take omission of any steps necessary to preserve any rights against any Obligor carrier, forwarding agency or other Person agent or ascertaining bailee selected by the Agent in good faith. The Agent shall not be responsible for the existence, genuineness or taking action with respect to callsvalue of any of the Collateral or Mortgaged Property or for the validity, conversionsperfection, exchanges, maturities, tenders priority or other matters relative to enforceability of the Liens in any Collateralof the Collateral or Mortgaged Property, whether impaired by operation of law or not it has by reason of any of any action or is deemed omission to have knowledge of such matters. Each Obligoract on its part hereunder, except to the extent permitted by applicable lawsuch action or omission constitutes gross negligence, waives bad faith or willful misconduct on the part of the Agent, for the validity or sufficiency of the Collateral or Mortgaged Property or any right agreement or assignment contained therein, for the validity of marshaling the title of the Grantors to the Collateral or Mortgaged Property, for insuring the Collateral or Mortgaged Property or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or Mortgaged Property. Notwithstanding anything in this Security Agreement to the contrary and for the avoidance of doubt, the Agent shall have no duty to act outside of the United States in respect of any and all Collateral, and waives any right to require Collateral located in the Agent or any Secured Party to proceed against any Obligor or jurisdiction other Person, exhaust any Collateral or enforce any other remedy which than the Agent or any Secured Party now has or may hereafter have against any Obligor or other PersonUnited States.

Duty of Agent. The Agent’s sole Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Collateral Agent shall have no duty as to any Collateral, as to ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not the custodyCollateral Agent has or is deemed to have knowledge of such matters, safekeeping and physical preservation as to the taking of any necessary steps to preserve rights against any parties or any other rights pertaining to any Collateral, or as to taking any action to monitor or protect against any diminution in value of the Collateral. The Collateral in its possession, under Section 9-207 of the UCC or otherwise, shall be to deal with it in the same manner as the Agent deals with similar Property for its own account and shall be deemed to have exercised reasonable care in the custody and preservation of the any Collateral in its possession if the such Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateralit accords its own property. Neither the Agent, Collateral Agent nor any other Secured Party nor any of their Affiliates respective officers, directors, partners, employees, agents, attorneys or other advisors, attorneys-in-fact or affiliates 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 Obligor the Grantor 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 Agent and the Secured Parties hereunder are solely to protect the Agent’s and the Secured Parties’ interests in the Pledged Collateral and shall not impose any duty upon the Agent or any Secured Party to exercise any such powers. The Agent and the 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 Affiliates officers, directors, partners, employees, agents, attorneys and other advisors, attorneys-in-fact or affiliates shall be responsible to any Obligor the 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 misconduct. To the fullest extent permitted by applicable law, the Agent shall be under no misconduct in breach of a duty whatsoever to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Obligations (except any notice or demand that is expressly required under this Agreement or any other Loan Document), or to take any steps necessary to preserve any rights against any Obligor or other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. Each Obligor, owed to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Agent or any Secured Party to proceed against any Obligor or other Person, exhaust any Collateral or enforce any other remedy which the Agent or any Secured Party now has or may hereafter have against any Obligor or other PersonGrantor.

Duty of Agent. The 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 UCC or otherwise, shall be to deal with it in the same manner as the Agent deals with similar Property property for its own account and account. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the any Collateral or Mortgage Property in its possession if the such Collateral or Mortgage Property is accorded treatment substantially equal to that which comparable secured parties accord comparable collateralthe Agent accords its own property. Neither the Agent, any Secured Party nor any of their Affiliates respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or Mortgage Property or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or Mortgage Property upon the request of any Obligor Grantor or any other Person or to take any other action whatsoever with regard to the Collateral Collateral, Mortgage Property or any part thereof. The powers conferred on the Agent and the Secured Parties hereunder or pursuant to the other Security Documents are solely to protect the Agent’s and the Secured Parties’ interests in the Collateral and Mortgage Properties and shall not impose any duty upon the Agent or any Secured Party to exercise any such powers. The Agent and the 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 Affiliates officers, directors, employees or agents shall be responsible to any Obligor Grantor for any act or failure to act hereunderhereunder or pursuant to the other Security Documents, except for their own gross negligence or willful misconduct. To Beyond the fullest extent permitted by applicable lawexercise of reasonable care in the custody thereof, the Agent shall be under have no duty whatsoever as to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or Mortgage Property in its possession or control or in the Obligations (except possession or control of any notice agent or demand that is expressly required under this Agreement bailee or any income thereon or as to preservation of rights against prior parties or any other Loan Document)rights pertaining thereto and the Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral or Mortgage Properties. The Agent shall not be liable or responsible for any loss or diminution in the value of any of the Collateral or Mortgage Properties, by reason of the act or to take omission of any steps necessary to preserve any rights against any Obligor carrier, forwarding agency or other Person agent or ascertaining bailee selected by the Agent in good faith. The Agent shall not be responsible for the existence, genuineness or taking action with respect to callsvalue of any of the Collateral or Mortgage Property or for the validity, conversionsperfection, exchanges, maturities, tenders priority or other matters relative to enforceability of the Liens in any Collateralof the Collateral or Mortgage Property, whether impaired by operation of law or not it has by reason of any of any action or is deemed omission to have knowledge of such matters. Each Obligoract on its part hereunder, except to the extent permitted by applicable lawsuch action or omission constitutes gross negligence, waives bad faith or willful misconduct on the part of the Agent, for the validity or sufficiency of the Collateral or Mortgage Property or any right agreement or assignment contained therein, for the validity of marshaling the title of the Grantors to the Collateral or Mortgage Property, for insuring the Collateral or Mortgage Property or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or Mortgage Property. Notwithstanding anything in this Security Agreement to the contrary and for the avoidance of doubt, the Agent shall have no duty to act outside of the United States in respect of any and all Collateral, and waives any right to require Collateral located in the Agent or any Secured Party to proceed against any Obligor or jurisdiction other Person, exhaust any Collateral or enforce any other remedy which than the Agent or any Secured Party now has or may hereafter have against any Obligor or other PersonUnited States.

Duty of Agent. The 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 UCC or otherwise, shall be to deal with it in the same manner as the Agent deals with similar Property property for its own account and account. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the any Collateral or Mortgage Property in its possession if the such Collateral or Mortgage Property is accorded treatment substantially equal to that which comparable secured parties accord comparable collateralthe Agent accords its own property. Neither the Agent, any Secured Party nor any of their Affiliates respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or Mortgage Property or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral or Mortgage Property upon the request of any Obligor Grantor or any other Person or to take any other action whatsoever with regard to the Collateral Collateral, Mortgage Property or any part thereof. The powers conferred on the Agent and the Secured Parties hereunder or pursuant to the other Security Documents are solely to protect the Agent’s and the Secured Parties’ interests in the Collateral and Mortgage Properties and shall not impose any duty upon the Agent or any Secured Party to exercise any such powers. The Agent and the 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 Affiliates officers, directors, employees or agents shall be responsible to any Obligor Grantor for any act or failure to act hereunderhereunder or pursuant to the other Security Documents, except for their own gross negligence or willful misconduct. To Beyond the fullest extent permitted by applicable lawexercise of reasonable care in the custody thereof, the Agent shall be under have no duty whatsoever as to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or Mortgage Property in its possession or control or in the Obligations (except possession or control of any notice agent or demand that is expressly required under this Agreement bailee or any income thereon or as to preservation of rights against prior parties or any other Loan Documentrights pertaining thereto and the Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral or Mortgage Properties. The Agent shall not be liable or responsible for any loss or diminution in the value of any of the Collateral or Mortgage Properties, by reason of the act or omission of any carrier, forwarding agency or other agent or bailee selected by the Agent in good faith. The Agent is hereby authorized to enter into a Collateral Agency Agreement with Corporation Service Company, U.S. Bank National Association, as Senior Secured Notes Trustee (as defined in the Intercreditor Agreement), and each Grantor that holds any Rolling Stock (as amended, restated, supplemented or modified from time to take any steps necessary time, the “Collateral Agency Agreement”) for the purpose of engaging Corporation Service Company to preserve any rights against any Obligor or other Person or ascertaining or taking action act as collateral agent with respect to callsRolling Stock for the benefit of the Agent. The Agent shall not be responsible for the existence, conversionsgenuineness or value of any of the Collateral or Mortgage Properties or for the validity, exchangesperfection, maturities, tenders priority or other matters relative to enforceability of the Liens in any Collateralof the Collateral or Mortgage Properties, whether impaired by operation of law or not it has by reason of any of any action or is deemed omission to have knowledge of such matters. Each Obligoract on its part hereunder, except to the extent permitted by applicable lawsuch action or omission constitutes gross negligence, waives bad faith or willful misconduct on the part of the Agent, for the validity or sufficiency of the Collateral or Mortgage Properties or any right agreement or assignment contained therein, for the validity of marshaling the title of the Company to the Collateral or Mortgage Properties, for insuring the Collateral or Mortgage Properties or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral or Mortgage Properties. Notwithstanding anything in this Security Agreement to the contrary and for the avoidance of doubt, the Agent shall have no duty to act outside of the United States in respect of any and all Collateral, and waives any right to require Collateral located in the Agent or any Secured Party to proceed against any Obligor or jurisdiction other Person, exhaust any Collateral or enforce any other remedy which than the Agent or any Secured Party now has or may hereafter have against any Obligor or other PersonUnited States.

Duty of Agent. The 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 UCC or otherwise, shall be to deal with it in the same manner as the Agent deals with similar Property property for its own account and account. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the any Collateral in its possession if the such Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateralthe Agent accords its own property. Neither the Agent, any Secured Party nor any of their Affiliates 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 Obligor 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 and the Secured Parties hereunder or pursuant to the other Security Documents 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 Agent and the 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 Affiliates officers, directors, employees or agents shall be responsible to any Obligor Grantor for any act or failure to act hereunderhereunder or pursuant to the other Security Documents, except for their own gross negligence or willful misconduct. To Beyond the fullest extent permitted by applicable lawexercise of reasonable care in the custody thereof, the Agent shall be under have no duty whatsoever as to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral in its possession or control or in the Obligations (except possession or control of any notice agent or demand that is expressly required under this Agreement bailee or any income thereon or as to preservation of rights against prior parties or any other Loan Document)rights pertaining thereto and the Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Agent shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or to take omission of any steps necessary to preserve any rights against any Obligor carrier, forwarding agency or other Person agent or ascertaining bailee selected by the Agent in good faith. The Agent shall not be responsible (a) for the existence, genuineness or taking action with respect to callsvalue of any of the Collateral, conversions(b) for the validity, exchangesperfection, maturities, tenders priority or other matters relative to enforceability of the Liens in any of the Collateral, whether impaired by operation of law or not it has by reason of any of any action or is deemed omission to have knowledge of such matters. Each Obligoract on its part hereunder, except to the extent permitted by applicable lawsuch action or omission constitutes gross negligence, waives bad faith or willful misconduct on the part of the Agent, (c) for the validity or sufficiency of the Collateral or any right agreement or assignment contained therein, (d) for the validity of marshaling the title of any Grantor to the Collateral, (e) for insuring the Collateral, (f) for the payment of taxes, charges, assessments or Liens upon the Collateral, or (g) otherwise as to the maintenance of the Collateral. Notwithstanding anything in this Security Agreement to the contrary and for the avoidance of doubt, the Agent shall have no duty to act outside of the United States in respect of any and all Collateral, and waives Collateral located in any right to require jurisdiction other than the Agent or any Secured Party to proceed against any Obligor or other Person, exhaust any Collateral or enforce any other remedy which the Agent or any Secured Party now has or may hereafter have against any Obligor or other PersonUnited States.

Duty of Agent. The 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 UCC PPSA or otherwise, shall be to deal with it in the same manner as the Agent deals with similar Property property for its own account and account. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the any Collateral in its possession if the such Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateralthe Agent accords its own property. Neither the Agent, any Secured Party nor any of their Affiliates 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 Obligor 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 and the Secured Parties hereunder or pursuant to the other Security Documents 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 Agent and the 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 Affiliates officers, directors, employees or agents shall be responsible to any Obligor Grantor for any act or failure to act hereunderhereunder or pursuant to the other Security Documents, except for their own gross negligence or willful misconduct. To Beyond the fullest extent permitted by applicable lawexercise of reasonable care in the custody thereof, the Agent shall be under have no duty whatsoever as to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral in its possession or control or in the Obligations (except possession or control of any notice agent or demand that is expressly required under this Agreement bailee or any income thereon or as to preservation of rights against prior parties or any other Loan Document)rights pertaining thereto and the Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Agent shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or to take omission of any steps necessary to preserve any rights against any Obligor carrier, forwarding agency or other Person agent or ascertaining bailee selected by the Agent in good faith. The Agent shall not be responsible for the existence, genuineness or taking action with respect to callsvalue of any of the Collateral or for the validity, conversionsperfection, exchanges, maturities, tenders priority or other matters relative to enforceability of the Liens in any of the Collateral, whether impaired by operation of law or not it has by reason of any of any action or is deemed omission to have knowledge of such matters. Each Obligoract on its part hereunder, except to the extent permitted by applicable lawsuch action or omission constitutes gross negligence, waives bad faith or willful misconduct on the part of the Agent, for the validity or sufficiency of the Collateral or any right agreement or assignment contained therein, for the validity of marshaling the title of the Company to the Collateral, for insuring the Collateral or for the payment of taxes, charges, assessments or Liens upon the Collateral or otherwise as to the maintenance of the Collateral. Notwithstanding anything in this Security Agreement to the contrary and for the avoidance of doubt, the Agent shall have no duty to act outside of Canada in respect of any and all Collateral, and waives any right to require Collateral located in the Agent or any Secured Party to proceed against any Obligor or jurisdiction other Person, exhaust any Collateral or enforce any other remedy which the Agent or any Secured Party now has or may hereafter have against any Obligor or other Personthan Canada.

Duty of Agent. The Collateral 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 UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar Property property for its own account and shall be have deemed to have exercised exercise reasonable care in the custody and preservation of the Collateral in its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateralCollateral. Neither the Agent, Collateral Agent nor any other Secured Party nor any of their Affiliates respective officers, directors, partners, employees, agents, attorneys or 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 Obligor 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 Collateral Agent and the Secured Parties hereunder are solely to protect the Agent’s Collateral Agent and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any Secured Party to exercise any such powers. The Collateral Agent and the 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 Affiliates officers, directors, partners, employees, agents, attorneys and other advisors, attorneys-in-fact or affiliates shall be responsible to any Obligor 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 misconduct. To the fullest extent permitted by applicable law, the Agent shall be under no misconduct in breach of a duty whatsoever owed to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral or the Obligations (except any notice or demand that is expressly required under this Agreement or any other Loan Document), or to take any steps necessary to preserve any rights against any Obligor or other Person or ascertaining or taking action with respect to calls, conversions, exchanges, maturities, tenders or other matters relative to any Collateral, whether or not it has or is deemed to have knowledge of such matters. Each Obligor, to the extent permitted by applicable law, waives any right of marshaling in respect of any and all Collateral, and waives any right to require the Agent or any Secured Party to proceed against any Obligor or other Person, exhaust any Collateral or enforce any other remedy which the Agent or any Secured Party now has or may hereafter have against any Obligor or other PersonGrantor.

Duty of Agent. The 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 UCC PPSA or otherwise, shall be to deal with it in the same manner as the Agent deals with similar Property property for its own account and account. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the any Collateral in its possession if the such Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateralthe Agent accords its own property. Neither the Agent, any Secured Party nor any of their Affiliates 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 Obligor 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 and the Secured Parties hereunder or pursuant to the other Security Documents 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 Agent and the 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 Affiliates officers, directors, employees or agents shall be responsible to any Obligor Grantor for any act or failure to act hereunderhereunder or pursuant to the other Security Documents, except for their own gross negligence or willful misconduct. To Beyond the fullest extent permitted by applicable lawexercise of reasonable care in the custody thereof, the Agent shall be under have no duty whatsoever as to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral in its possession or control or in the Obligations (except possession or control of any notice agent or demand that is expressly required under this Agreement bailee or any income thereon or as to preservation of rights against prior parties or any other Loan Document)rights pertaining thereto and the Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Agent shall not be liable or responsible for any loss or diminution in the value of any of the Collateral, by reason of the act or to take omission of any steps necessary to preserve any rights against any Obligor carrier, forwarding agency or other Person agent or ascertaining bailee selected by the Agent in good faith. The Agent shall not be responsible (a) for the existence, genuineness or taking action with respect to callsvalue of any of the Collateral, conversions(b) for the validity, exchangesperfection, maturities, tenders priority or other matters relative to enforceability of the Liens in any of the Collateral, whether impaired by operation of law or not it has by reason of any of any action or is deemed omission to have knowledge of such matters. Each Obligoract on its part hereunder, except to the extent permitted by applicable lawsuch action or omission constitutes gross negligence, waives bad faith or willful misconduct on the part of the Agent, (c) for the validity or sufficiency of the Collateral or any right agreement or assignment contained therein, (d) for the validity of marshaling the title of any Grantor to the Collateral, (e) for insuring the Collateral, (f) for the payment of taxes, charges, assessments or Liens upon the Collateral or (g) otherwise as to the maintenance of the Collateral. Notwithstanding anything in this Security Agreement to the contrary and for the avoidance of doubt, the Agent shall have no duty to act outside of Canada in respect of any and all Collateral, and waives Collateral located in any right to require the Agent or any Secured Party to proceed against any Obligor or jurisdiction other Person, exhaust any Collateral or enforce any other remedy which the Agent or any Secured Party now has or may hereafter have against any Obligor or other Personthan Canada.

Duty of Agent. The 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 UCC or otherwise, shall be to deal with it in the same manner as the Agent deals with similar Property property for its own account and account. The Agent shall be deemed to have exercised reasonable care in the custody and preservation of the any Collateral in its possession if the such Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateralthe Agent accords its own property. Neither the Agent, any Secured Party nor any of their Affiliates 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 Obligor 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 and the Secured Parties hereunder or pursuant to the other Security Documents 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 Agent and the 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 Affiliates officers, directors, employees or agents shall be responsible to any Obligor Grantor for any act or failure to act hereunderhereunder or pursuant to the other Security Documents, except for their own gross negligence or willful misconduct. To Beyond the fullest extent permitted by applicable lawexercise of reasonable care in the custody thereof, the Agent shall be under have no duty whatsoever as to make or give any presentment, notice of dishonor, protest, demand for performance, notice of non-performance, notice of intent to accelerate, notice of acceleration, or other notice or demand in connection with any Collateral in its possession or control or in the Obligations (except possession or control of any notice agent or demand that is expressly required under this Agreement bailee or any income thereon or as to preservation of rights against prior parties or any other Loan Document)rights pertaining thereto and the Agent shall not be responsible for filing any financing or continuation statements or recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. The Agent shall not be liable or responsible for any loss or diminution in the value of any of the Collateral by reason of the act or omission of any carrier, or to take any steps necessary to preserve any rights against any Obligor forwarding agency or other Person agent or ascertaining bailee selected by the Agent in good faith. The Agent shall not be responsible (a) for the existence, genuineness or taking action with respect to callsvalue of any of the Collateral, conversions(b) for the validity, exchangesperfection, maturities, tenders priority or other matters relative to enforceability of the Liens in any of the Collateral, whether impaired by operation of law or not it has by reason of any action or is deemed omission to have knowledge of such matters. Each Obligoract on its part hereunder, except to the extent permitted by applicable lawsuch action or omission constitutes gross negligence, waives bad faith or willful misconduct on the part of the Agent, (c) for the validity or sufficiency of the Collateral or any right agreement or assignment contained therein, (d) for the validity of marshaling the title of any Grantor to the Collateral, (e) for insuring the Collateral, (f) for the payment of taxes, charges, assessments or Liens upon the Collateral, or (g) otherwise as to the maintenance of the Collateral. Notwithstanding anything in this Security Agreement to the contrary and for the avoidance of doubt, the Agent shall have no duty to act outside of the United States in respect of any and all Collateral, and waives Collateral located in any right to require jurisdiction other than the Agent or any Secured Party to proceed against any Obligor or other Person, exhaust any Collateral or enforce any other remedy which the Agent or any Secured Party now has or may hereafter have against any Obligor or other PersonUnited States.