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 Code or otherwise to the extent permitted by law, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. None of the Collateral Agent, any Securityholder, any Certificate Holder 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 the Lessor 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, the Securityholders and the Certificate Holders hereunder are solely to protect the Collateral Agent's, the Securityholders' and the Certificate Holders' interests in the Collateral and shall not impose any duty upon the Collateral Agent, any Securityholder or any Certificate Holder to exercise any such powers. None of the Collateral Agent, the Securityholders, the Certificate Holders nor any of their officers, directors, employees or agents shall be responsible to the Lessor for any act or failure to act hereunder, except for the negligence or willful misconduct of the Collateral Agent, any Securityholder, any Certificate Holder or any of their officers, directors, employees or agents.

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 Code New York UCC or otherwise to the extent permitted by lawotherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. None of Neither the Collateral Agent, any Securityholder, any Certificate Holder 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 the Lessor 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, the Securityholders Agent and the Certificate Holders other Secured Parties hereunder are solely to protect the Collateral Agent's, the Securityholders' 's and the Certificate Holdersother Secured Parties' interests in the Collateral and shall not impose any duty upon the Collateral Agent, any Securityholder Agent or any Certificate Holder other Secured Party to exercise any such powers. None The Collateral Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the Collateral Agentexercise of such powers, the Securityholders, the Certificate Holders and neither they nor any of their officers, directors, employees or agents shall be responsible to the Lessor any Grantor for any act or failure to act hereunder, except for the their own gross negligence or willful misconduct misconduct. The Collateral Agent will act in good faith towards each of the Holder Representatives in carrying out its duties and responsibilities under this Agreement and any Shared Collateral AgentSecurity Document, including executing and delivering any Securityholder, any Certificate Holder or any of their officers, directors, employees or agentsdocuments reasonably requested to be so executed and delivered pursuant to either Indenture.

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 Code New York UCC or otherwise to the extent permitted by lawotherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. None of Neither the Collateral Agent, any Securityholderthe Administrative Agent, any Certificate Holder 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 the Lessor 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, the Securityholders Administrative Agent and the Certificate Holders Lenders hereunder are solely to protect the Collateral Agent's’s, the Securityholders' Administrative Agent’s and the Certificate Holders' Lenders’ interests in the Collateral and shall not impose any duty upon the Collateral Agent, any Securityholder Agent or any Certificate Holder Lender to exercise any such powers. None of the The Collateral Agent, the SecurityholdersAdministrative Agent and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, the Certificate Holders and neither they nor any of their officers, directors, employees or agents shall be responsible to the Lessor any Grantor for any act or failure to act hereunder, except for the their own gross negligence or willful misconduct misconduct. The duties of the Collateral AgentAgent shall be mechanical and administrative in nature and Collateral Agent shall not have, or be deemed to have, by reason of this Agreement, any Securityholder, other Loan Document or otherwise a fiduciary relationship in respect of any Certificate Holder or any of their officers, directors, employees or agentsLender.

Duty of Collateral Agent. The Collateral Agent's ’s sole duty duties with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the Code New York UCC or otherwise to the extent permitted by lawotherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own accountaccount and otherwise as required under the New York UCC. None of Neither the Collateral Agent, any Securityholder, any Certificate Holder Notes 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 the Lessor 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, the Securityholders Agent and the Certificate Holders Notes Secured Parties hereunder are solely to protect the Collateral Agent's, the Securityholders' ’s and the Certificate Holders' Notes Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent, any Securityholder Agent or any Certificate Holder Notes Secured Party to exercise any such powers. None The Collateral Agent and the Notes Secured Parties shall be accountable only for amounts that they actually receive as a result of the Collateral Agentexercise of such powers, the Securityholders, the Certificate Holders and neither they nor any of their officers, directors, employees or agents shall be responsible to the Lessor any Grantor for any act or failure to act hereunder, except for the their own gross negligence or willful misconduct of the Collateral Agent, any Securityholder, any Certificate Holder or any of their officers, directors, employees or agentsmisconduct.

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 Code UCC or otherwise to the extent permitted by lawotherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. None The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any Securityholder, any Certificate Holder 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 the Lessor 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, the Securityholders Agent and the Certificate Holders Secured Parties hereunder or pursuant to the other Security Documents are solely to protect the Collateral Agent's, the Securityholders' ’s and the Certificate Holders' Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent, any Securityholder Agent or any Certificate Holder Secured Party to exercise any such powers. None The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the Collateral Agentexercise of such powers, the Securityholders, the Certificate Holders and neither they nor any of their officers, directors, employees or agents shall be responsible to the Lessor any Grantor for any act or failure to act hereunderhereunder or pursuant to the other Security Documents, except for the their own gross negligence or willful misconduct of the Collateral Agent, any Securityholder, any Certificate Holder or any of their officers, directors, employees or agentsmisconduct.

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 or 9-208 of the Code New York UCC or otherwise to the extent permitted by lawotherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. None of Neither the Collateral Agent, Agent nor any Securityholder, any Certificate Holder Secured Party nor any of their respective officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents Affiliates shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Lessor 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, the Securityholders and the Certificate Holders Agent hereunder are solely to protect the Collateral Agent's, the Securityholders' and the Certificate HoldersSecured Parties' interests in the Collateral and shall not impose any duty upon the Collateral Agent, any Securityholder Agent or any Certificate Holder of the Secured Parties to exercise any such powers. None The Secured Parties shall be accountable only for amounts that they actually receive as a result of the Collateral Agentexercise of such powers, the Securityholders, the Certificate Holders and neither they nor any of their officers, directors, employees partners, employees, agents, attorneys and other advisors, attorneys-in-fact or agents affiliates shall be responsible to the Lessor any Grantor for any act or failure to act hereunder, except for to the extent that any such act or failure to act is found by a final and nonappealable decision of a court of competent jurisdiction to have resulted solely and proximately from their own gross negligence or willful misconduct in breach of the Collateral Agent, any Securityholder, any Certificate Holder or any of their officers, directors, employees or agentsa duty owed to such Grantor.

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 Code UCC or otherwise to the extent permitted by lawotherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. None The Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of any Collateral in its possession if such Collateral is accorded treatment substantially equal to that which the Collateral Agent accords its own property. Neither the Collateral Agent, any Securityholder, any Certificate Holder 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 the Lessor any U.S. Institution Subsidiary 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, the Securityholders Agent and the Certificate Holders Secured Parties hereunder are solely to protect the Collateral Agent's, the Securityholders' ’s and the Certificate Holders' Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent, any Securityholder Agent or any Certificate Holder Secured Party to exercise any such powers. None The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the Collateral Agentexercise of such powers, the Securityholders, the Certificate Holders and neither they nor any of their officers, directors, employees or agents shall be responsible to the Lessor each U.S. Institution Subsidiary for any act or failure to act hereunder, except for the their own gross negligence or willful misconduct of the Collateral Agent, any Securityholder, any Certificate Holder or any of their officers, directors, employees or agents.misconduct. 6.3

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 Code UCC as in effect in any applicable jurisdiction or otherwise to the extent permitted by lawotherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. None of Neither the Collateral Agent, any Securityholder, any Certificate Holder 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 the Lessor 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, the Securityholders Agent and the Certificate Holders Secured Parties hereunder are solely to protect the Collateral Agent's, the Securityholders' ’s and the Certificate Holders' Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent, any Securityholder Agent or any Certificate Holder Secured Party to exercise any such powers. None The Collateral Agent and the Secured Parties shall be accountable only for amounts that they actually receive as a result of the Collateral Agentexercise of such powers, the Securityholders, the Certificate Holders and neither they nor any of their officers, directors, employees or agents shall be responsible to the Lessor any Grantor for any act or failure to act hereunder, except for the their own gross negligence or willful misconduct misconduct. The Collateral Agent acknowledges that as of the Collateral AgentClosing Date it holds the Pledged Stock identified on Schedule 3.6(d), any Securityholdertogether with undated transfer powers, any Certificate Holder or any of their officers, directors, employees or agentsat its address for notices set forth in Section 8.2.

Duty of Collateral Agent. The Collateral Agent's ’s sole duty with respect to the custody, safekeeping and physical preservation of the Cash Account Collateral in its possession, under Section 9-207 of the Code NY UCC or otherwise to the extent permitted by lawotherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. None of Neither the Collateral Agent, any Securityholder, any Certificate Holder Noteholder nor any of their respective officers, directors, employees employees, agents, attorneys-in-fact or agents affiliates shall be liable for failure to demand, collect or realize upon any of the Cash Account Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Cash Account Collateral upon the request of the Lessor Pledgor or any other Person or to take any other action whatsoever with regard to the Cash Account Collateral or any part thereof. The powers conferred on the Collateral Agent, the Securityholders Agent and the Certificate Holders Noteholders hereunder are solely to protect the Collateral Agent's, the Securityholders' ’s and the Certificate Holders' Noteholders’ interests in the Cash Account Collateral and shall not impose any duty upon the Collateral Agent, any Securityholder Agent or any Certificate Holder Noteholder to exercise any such powers. None The Collateral Agent and the Noteholders shall be accountable only for amounts that they actually receive as a result of the Collateral Agentexercise of such powers, the Securityholders, the Certificate Holders and neither they nor any of their officers, directors, employees employees, agents, attorneys-in-fact or agents affiliates shall be responsible to the Lessor Pledgor for any act or failure to act hereunder, except for the its or such Person’s own gross negligence or willful misconduct of the Collateral Agent, any Securityholder, any Certificate Holder or any of their officers, directors, employees or agentsmisconduct.

Duty of Collateral Agent. The To the extent permitted by law, 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 Code UCC or otherwise to the extent permitted by lawotherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. None of the Collateral Agent, any Securityholder, any Certificate Holder nor other Secured Party or any of their respective officers, directors, employees or agents shall be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Collateral upon the request of the Lessor 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, the Securityholders Agent and the Certificate Holders other Secured Parties hereunder are solely to protect the Collateral Agent's, the Securityholders' ’s and the Certificate Holders' other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent, any Securityholder Agent or any Certificate Holder other Secured Party to exercise any such powers. None The Collateral Agent and the other Secured Parties shall be accountable only for amounts that they actually receive as a result of the Collateral Agentexercise of such powers, the Securityholders, the Certificate Holders and neither they nor any of their officers, directors, employees or agents shall be responsible to the Lessor any Grantor for any act or failure to act hereunder, except for the their own gross negligence or willful misconduct of the Collateral Agent, any Securityholder, any Certificate Holder or any that of their directors, officers, directors, employees or agents.

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 Code or otherwise to the extent permitted by law, possession shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. None of the Collateral Agent, any Securityholdereither Administrative Agent, any Certificate Holder 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 the Lessor 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, the Securityholders Administrative Agents and the Certificate Holders Lenders hereunder are solely to protect the Collateral Agent's, the SecurityholdersAdministrative Agents' and the Certificate HoldersLenders' interests in the Collateral and shall not impose any duty upon the Collateral Agent, any Securityholder either Administrative Agent or any Certificate Holder Lender to exercise any such powers. None of the The Collateral Agent, the SecurityholdersAdministrative Agents and the Lenders shall be accountable only for amounts that they actually receive as a result of the exercise of such powers, the Certificate Holders and neither they nor any of their officers, directors, employees or agents shall be responsible to the Lessor any Grantor for any act or failure to act hereunder, except for the their own gross negligence or willful misconduct of the Collateral Agent, any Securityholder, any Certificate Holder or any of their officers, directors, employees or agentsmisconduct.

Duty of Collateral Agent. The Collateral Agent's ’s sole duty with respect to the custody, safekeeping and physical preservation of the Collateral or Mortgaged Property in its possession, under Section 9-207 of the Code New York UCC or otherwise to the extent permitted by lawotherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property for its own account. None The Collateral Agent shall have no responsibility to determine the sufficiency of the Collateral or the validity of its security interest in the Collateral. Neither the Collateral Agent, nor any Securityholder, any Certificate Holder 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 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 the Lessor any Grantor or any other Person or to take any other action whatsoever with regard to the Collateral or Mortgaged Property or any part thereof. The powers conferred on the Collateral Agent, the Securityholders Agent and the Certificate Holders other Secured Parties hereunder are solely to protect the Collateral Agent's, the Securityholders' ’s and the Certificate Holders' other Secured Parties’ interests in the Collateral or Mortgaged Property and shall not impose any duty upon the Collateral Agent, any Securityholder Agent or any Certificate Holder other Secured Party to exercise any such powers. None of Neither the Collateral Agent, the Securityholders, the Certificate Holders Agent and any other Secured Parties nor any of their officers, directors, employees or agents shall be responsible to the Lessor any Grantor for any act or failure to act hereunder, except for the their own gross negligence or willful misconduct of the Collateral Agent, any Securityholder, any Certificate Holder or any of their officers, directors, employees or agentsmisconduct.