Common use of Duty of Collateral Agent Clause in Contracts

Duty of Collateral 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 New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, either 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 Collateral Agent, for the benefit of the Administrative Agents and the Lenders, hereunder are solely to protect the Collateral Agent's, the Administrative Agents and the Lenders' interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative 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.

Duty of Collateral Agent. The Collateral Agent's ’s sole duty with respect to the EXHIBIT A: 27 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 Collateral Agent deals with similar property for its own account. Neither the Administrative Agent, the Collateral Agent, either 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 Collateral Administrative Agent, for the benefit of the Administrative Agents Collateral Agent and the Lenders, Lenders hereunder are solely to protect the Collateral Agent's, the Administrative Agents ’s and the Lenders' ’ interests in the Collateral and shall not impose any duty upon the Collateral Administrative Agent, either Administrative the Collateral Agent or any Lender to exercise or cause the exercise of any such powers. The Collateral Administrative Agent, the Administrative Agents Collateral 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.

Duty of Collateral Agent. (a) The Collateral 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 Collateral Agent deals with similar property for its own account. The Collateral 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. Neither the Collateral Agent, either 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 Collateral Agent, for the benefit of the Administrative Agents and the Lenders, Agent hereunder are solely to protect the Collateral Agent's, the Administrative Agents and the Lenders' interests ’s interest in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender other Secured Party to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative Agents 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.

Duty of Collateral 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 New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, either Administrative Agent any Lender Lender, the PBGC 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 Collateral Agent, for the benefit of the Administrative Agents Agent and the Lenders, Lenders hereunder are solely to protect the Collateral Agent's, interests of the Administrative Agents and the Lenders' interests secured parties hereunder in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender or the PBGC to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative Agents Lenders and the Lenders PBGC 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.. 27 24

Duty of Collateral Agent. The Collateral 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 Collateral Agent deals with similar property for its own account. Neither the Agent, Collateral Agent, either 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 Collateral Agent, for the benefit of the Administrative Agents Collateral Agent and the Lenders, Lenders hereunder are solely to protect the Agent’s, Collateral Agent's, the Administrative Agents ’s and the Lenders' ’ interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Collateral Agent or any Lender to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative Agents Collateral 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.

Duty of Collateral 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 New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, either Administrative Agent any Lender holder of Notes 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 Collateral Agent, for the benefit of the Administrative Agents Agent and the Lenders, holders of Notes hereunder are solely to protect the Collateral Agent's, the Administrative Agents 's and the Lendersholders' interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender holder of Notes to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative Agents Agent and the Lenders holders of the Notes 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.

Duty of Collateral 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 New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither None of the Collateral Agent, either Administrative Agent 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 Collateral Agent, for the benefit of the Administrative Agents and the Lenders, Lenders hereunder are solely to protect the Collateral Agent's, the Administrative Agents Agents' and the Lenders' interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative 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.

Duty of Collateral Agent. The Collateral 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 Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, either Administrative Agent any Lender Notes Secured Party nor any of their respective its 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 Assignor or any other Person or to take any *** Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent, for the benefit of the Administrative Agents and the Lenders, Agent hereunder are solely to protect the Collateral Agent's, the Administrative Agents and the Lenders' their interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender of them to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative Agents and the Lenders Agent 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 Assignor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct nor shall they be liable or responsible for any loss or damage to any Collateral, or for any diminution in the value thereof, except for their own gross negligence or willful misconduct.

Duty of Collateral 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 New York UCC Uniform Commercial Code or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, either 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 Grantors 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, for the benefit of the Administrative Agents and the Lenders, Agent hereunder are solely to protect the Collateral Agent's, the Administrative Agents 's and the Lenders' interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative Agents 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 Grantors for any act or failure to act hereunder, except for their own gross negligence or willful wilful misconduct.

Duty of Collateral 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 New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, either Administrative Agent 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 Collateral Agent, for the benefit of the Administrative Agents and the Lenders, Lenders hereunder are solely to protect the Collateral Agent's, the Administrative Agents Agents' and the Lenders' interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative 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.

Duty of Collateral Agent. The Collateral 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 Collateral Agent deals with similar property for its own account. Neither None of the Collateral Agent, either Administrative Agent 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 U.S. 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 Collateral Agent, for the benefit of the Administrative Agents and the Lenders, Lenders hereunder are solely to protect the Collateral Agent's’s, the Administrative Agents Agents’ and the Lenders' ’ interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative 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 U.S. Borrower for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Duty of Collateral Agent. The Collateral 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 Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, either the Administrative Agent 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 Collateral Agent, for the benefit of the Administrative Agents Agent and the Lenders, Lenders hereunder are solely to protect the Collateral Agent's’s, the Administrative Agents Agent’s and the Lenders' ’ interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative Agents 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.

Duty of Collateral 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 New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, either 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 (except as provided herein). The powers conferred on the Collateral Agent, for the benefit of the Administrative Agents Agent and the Lenders, Secured Parties hereunder are solely to protect the Collateral Agent's, the Administrative Agents 's and the LendersApplicable Secured Parties' respective interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender Secured Party to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative Agents 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.

Duty of Collateral Agent. The Collateral 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 Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, either Administrative Agent any Lender Secured Party nor any of their respective officers, directors, employees employees, affiliates 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 Collateral Agent, for the benefit of the Administrative Agents Agent and the Lenders, other Secured Parties hereunder are solely to protect the Collateral Agent's, the Administrative Agents ’s and the Lenders' Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender Secured Party to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative Agents 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 partners, employees, attorneys and other advisors, attorneys in fact, affiliates, 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.

Duty of Collateral Agent. The Collateral 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 Minnesota UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither None of the Collateral Agent, either Administrative Agent 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 Collateral Agent, for the benefit of the Administrative Agents and the Lenders, Lenders hereunder are solely to protect the Collateral Agent's’s, the Administrative Agents Agents’ and the Lenders' ’ interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative 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.

Duty of Collateral Agent. The Collateral Agent's sole duty of the Collateral 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 Collateral Agent deals with similar property for its their own account. Neither the Collateral Agent, either 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 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 Collateral Agent, for the benefit of the Administrative Agents Agent and the Lenders, Lenders hereunder are solely to protect the Collateral Agent's, the Administrative Agents 's and the Lenders' interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative Agents 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 Pledgor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Duty of Collateral Agent. The Collateral Agent's ’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 Code or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither None of the Collateral Agent, either 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 the Pledgor or any other Person or or, except as otherwise provided herein, to take any other action whatsoever with regard to the Pledged Collateral or any part thereof. The powers conferred on the Collateral Agent, for the benefit of the Administrative Agents Agent and the Lenders, other Secured Parties hereunder are solely to protect the Collateral Agent's, the Administrative Agents ’s and the Lenders' other Secured Parties’ interests in the Pledged Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender other Secured Party to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative Agents 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 the Pledgor for any act or failure to act hereunder, except as otherwise provided herein or for their own gross negligence or willful misconduct.

Duty of Collateral 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 New York UCC or otherwise, possession shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither None of the Collateral Agent, either Administrative Agent 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 U.S. 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 Collateral Agent, for the benefit of the Administrative Agents and the Lenders, Lenders hereunder are solely to protect the Collateral Agent's, the Administrative Agents Agents' and the Lenders' interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative 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 U.S. Borrower for any act or failure to act hereunder, except for their own gross negligence or willful misconduct.

Duty of Collateral 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 New York UCC or otherwise, shall be to deal with it in with the same manner degree of care as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, either 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 Collateral Agent, for the benefit of the Administrative Agents Agent and the Lenders, Secured Parties hereunder are solely to protect the Collateral Agent's, the Administrative Agents 's and the LendersSecured Parties' interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender Secured Party to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative Agents 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 (i) their own gross negligence or willful misconductmisconduct or (ii) breach of their obligations under this Agreement.

Duty of Collateral Agent. The Collateral 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 Collateral Agent deals with similar property for its own account. Neither None of the Collateral Agent, either Administrative Agent 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 Collateral Agent, for the benefit of the Administrative Agents and the Lenders, Lenders hereunder are solely to protect the Collateral Agent's’s, the Administrative Agents Agents’ and the Lenders' ’ interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative 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.

Duty of Collateral 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 New York UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, either 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 Collateral Agent, for the benefit of the Administrative Agents Agent and the Lenders, Lenders hereunder are solely to protect the Collateral Agent's, the Administrative Agents 's and the Lenders' interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative Agents 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.

Duty of Collateral Agent. The Term Collateral 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 Term Collateral Agent deals with similar property for its own account. Neither the Term Collateral Agent, either 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 or, except as otherwise provided herein, to take any other action whatsoever with regard to the Security Collateral or any part thereof. The powers conferred on the Term Collateral Agent, for the benefit of the Administrative Agents Agent and the Lenders, other Secured Parties hereunder are solely to protect the Term Collateral Agent's, the Administrative Agents ’s and the Lenders' other Secured Parties’ interests in the Security Collateral and shall not impose any duty upon the Term Collateral Agent, either Administrative Agent or any Lender other Secured Party to exercise or cause the exercise of any such powers. The Term Collateral Agent, the Administrative Agents 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 as otherwise provided herein or for their own gross negligence or willful misconduct.

Duty of Collateral 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 New York UCC or otherwise, possession shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, either 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 thereofCollateral. The powers conferred on the Collateral Agent, for the benefit of the Administrative Agents and the Lenders, Agent hereunder are solely to protect the Collateral Agent's, the Administrative Agents and the Lenders' interests 's interest in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative Agents 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 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.

Duty of Collateral Agent. (a) The Collateral 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 Collateral Agent deals with similar property for its own account. Neither the Collateral Agent, either Administrative Agent any Lender Secured Parties 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 powers, rights and discretionary duties conferred on the Collateral Agent, for the benefit of the Administrative Agents Agent and the Lenders, Secured Parties hereunder are solely to protect the Collateral Agent's, the Administrative Agents ’s and the Lenders' Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent, either Administrative Agent or any Lender Secured Parties to exercise or cause the exercise of any such powers. The Collateral Agent, the Administrative Agents 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 (or their officers’, directors’, employees’ or agents’) bad faith, gross negligence or willful misconduct. In no event shall the Collateral Agent be liable for any special, exemplary, punitive or consequential damages.