Common use of Duty of Indenture Trustee Clause in Contracts

Duty of Indenture Trustee. The Indenture Trustee’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 Indenture Trustee deals with similar property for the account of third parties. None of the Indenture Trustee, any 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 Guarantor or any other Person or to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Indenture Trustee hereunder are solely to protect the Indenture Trustee’s and the Secured Parties’ interests in the Collateral and shall not impose any duty upon the Indenture Trustee or any Secured Party to exercise any such powers. The Indenture Trustee shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither any of its officers, directors, employees or agents shall be responsible to the Guarantor for any act or failure to act hereunder, except for their own bad faith, gross negligence or willful misconduct.

Duty of Indenture Trustee. The Indenture Trustee’s sole duty with respect to the custody, safekeeping and physical preservation of the Guarantee 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 Indenture Trustee deals with similar property for the account of third partiesits own account. None of Neither the Indenture Trustee, any Secured Party or Noteholder nor any of their respective officers, directors, employees or agents shall be liable to IP Holder or Guess? for failure to demand, collect or realize upon any of the Guarantee Collateral or for any delay in doing so or shall be under any obligation to sell or otherwise dispose of any Guarantee Collateral upon the request of the Guarantor IP Holder or any other Person or to take any other action whatsoever with regard to the Guarantee Collateral or any part thereof. The powers conferred on the Indenture Trustee and the Noteholders hereunder are solely to protect the Indenture Trustee’s and the Secured PartiesNoteholders’ interests in the Guarantee Collateral and shall not impose any duty upon the Indenture Trustee or any Secured Party Noteholder to exercise any such powers. The Indenture Trustee and the Noteholders shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers, and neither they nor any of its their officers, directors, employees or agents shall be responsible to the Guarantor IP Holder or Guess? for any act or failure to act hereunder, except for their own bad faith, gross negligence or willful misconduct.