Common use of Duty of the Collateral Agent Clause in Contracts

Duty of the 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 UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property and the Collateral Agent 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 Collateral Agent, any 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 hereunder are solely to protect the Collateral Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent and the 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, with respect to any Secured Party, as determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from (a) its own gross negligence or willful misconduct or (b) other than with respect to the Collateral Agent and its officers, directors, employees and agents, a material breach by such Secured Party of any of its undertakings, obligations or commitments under this Agreement or any other Note Document. To the fullest extent permitted by applicable law and except as required by this Agreement, the Collateral 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 to take any steps necessary to preserve any rights against any Grantor 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 Grantor, 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 Collateral Agent or any other Secured Party to proceed against any Grantor or other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Party now has or may hereafter have against any Grantor or other Person.

Duty of the 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 UCC Code or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property and the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral in for its possession if the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateralown account. Neither the Collateral Agent, any 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 Granting Party or any other Person or (except as provided in the first sentence of this Section 7.2) to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent and the other Secured Parties hereunder are solely to protect the Collateral Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise any such powers. The Collateral Agent and the 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, with respect to any Secured Party, as determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from (a) its except for their own gross negligence or willful misconduct or (b) other than with respect to the Collateral Agent and its officers, directors, employees and agents, a material breach by such Secured Party of any of its undertakings, obligations or commitments under this Agreement or any other Note Document. To the fullest extent permitted by applicable law and except as required by this Agreement, the Collateral 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 to take any steps necessary to preserve any rights against any Grantor 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 Grantor, 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 Collateral Agent or any other Secured Party to proceed against any Grantor or other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Party now has or may hereafter have against any Grantor or other Personmisconduct.

Duty of the 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 UCC or otherwise, shall be to deal with it in the same manner as the Collateral Agent deals with similar property and the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation for its own account. None 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 Collateral Agent, any the other Secured Party nor Parties 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 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 hereunder are solely to protect the Collateral Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent or any other Secured Party to exercise any such powers. The Collateral Agent and the 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, with respect to any Secured Party, as determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from (a) its except for their own gross negligence or willful misconduct or (b) other than with respect to the Collateral Agent and its officers, directors, employees and agents, a material breach by such Secured Party of any of its undertakings, obligations or commitments under this Agreement or any other Note Documentmisconduct. To the fullest extent permitted by applicable law and except as required by this Agreementlaw, the Collateral 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 CollateralCollateral or the Obligations, or to take any steps necessary to preserve any rights against any Grantor or any other Person Person, or ascertaining to ascertain or taking take any 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 Grantor, 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 Collateral Agent or any other Secured Party to proceed against any Grantor or other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Party now has or may hereafter have against each Grantor, any Grantor or other Person.

Duty of the 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 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 and the Collateral Agent 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 The Collateral Agent, any other Secured Party nor any of their respective Agent and its officers, directors, employees or agents shall not be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall not be under any obligation to sell or otherwise dispose of any Collateral upon the request of any a 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 hereunder are solely to protect the Collateral Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that they it actually receive receives as a result of the exercise of such powers, and neither they it nor any of their its officers, directors, employees or agents (collectively, the “Indemnitees”) shall be responsible to any Grantor for any act or failure to act hereunder, exceptNOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, with respect to any Secured PartyWHETHER ACTIVE OR PASSIVE, as determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (aSECOND) its own gross negligence or willful misconduct or (b) other than with respect to the Collateral Agent and its officersOF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH EXCULPATION SHALL NOT, directorsAS TO ANY INDEMNITEE, employees and agentsBE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, a material breach by such Secured Party of any of its undertakingsCLAIMS, obligations or commitments under this Agreement or any other Note DocumentDAMAGES, LIABILITIES OR RELATED EXPENSES RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. To the fullest extent permitted by applicable law and except as required by this Agreementlaw, the Collateral 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 CollateralCollateral or the Indebtedness, or to take any steps necessary to preserve any rights against any Grantor 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 Grantor, 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 Collateral Agent or any other Secured Party Parties to proceed against Grantors, or any Grantor of them, or other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Party Parties now has have or may hereafter have against any Grantor or any other Person.

Duty of the 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 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 and the Collateral Agent 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 The Collateral Agent, any other Secured Party nor any of their respective Agent and its officers, directors, employees or agents shall not be liable for failure to demand, collect or realize upon any of the Collateral or for any delay in doing so or shall not be under any obligation to sell or otherwise dispose of any Collateral upon the request of any a 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 hereunder are solely to protect the Collateral Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent and the other Secured Parties shall be accountable only for amounts that they it actually receive receives as a result of the exercise of such powers, and neither they it nor any of their its officers, directors, employees or agents (collectively, the “Indemnitees”) shall be responsible to any Grantor for any act or failure to act hereunder, exceptNOTWITHSTANDING THE SOLE OR CONCURRENT NEGLIGENCE OF EVERY KIND OR CHARACTER WHATSOEVER, with respect to any Secured PartyWHETHER ACTIVE OR PASSIVE, as determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING WITHOUT LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE RESTATEMENT (aSECOND) its own gross negligence or willful misconduct or (b) other than with respect to the Collateral Agent and its officersOF TORTS OF ONE OR MORE OF THE INDEMNITEES OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR MORE OF THE INDEMNITEES; PROVIDED THAT SUCH EXCULPATION SHALL NOT, directorsAS TO ANY INDEMNITEE, employees and agentsBE AVAILABLE TO THE EXTENT THAT SUCH LOSSES, a material breach by such Secured Party of any of its undertakingsCLAIMS, obligations or commitments under this Agreement or any other Note DocumentDAMAGES, LIABILITIES OR RELATED EXPENSES RESULT FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNITEE. To the fullest extent permitted by applicable law and except as required by this Agreementlaw, the Collateral 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 CollateralCollateral or the Secured Obligations, or to take any steps necessary to preserve any rights against any Grantor 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 Grantor, 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 Collateral Agent or any other Secured Party Parties to proceed against Grantors, or any Grantor of them, or other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Party Parties now has have or may hereafter have against any Grantor or any other Person.

Duty of the Collateral Agent. (a) The Collateral Agent’s sole duty with respect Agent shall not be obligated to the custody, safekeeping and physical preservation follow any instructions of any one or more of the Collateral in its possessionCreditors if: (i) such instructions conflict with the provisions of this Agreement, under Section 9-207 of the UCC any Principal Agreement, any Security Document or otherwiseany applicable law, shall be to deal with it in the same manner as (ii) the Collateral Agent deals with similar property and the Collateral Agent shall be deemed to have exercised reasonable care in the custody and preservation of the Collateral determines, in its possession if sole and absolute discretion, that such instructions are ambiguous, inconsistent, in conflict with previously received instructions or otherwise insufficient to direct the Collateral is accorded treatment substantially equal to that which comparable secured parties accord comparable collateral. Neither actions of the Collateral Agent, any other Secured Party nor any provided that the Collateral Agent explains the grounds for a refusal based on a deficiency of their respective officersinstructions to the requesting party, directors, employees or agents (iii) the Collateral Agent has not been adequately indemnified to its satisfaction. Nothing in this Article II shall be liable for failure to demand, collect or realize upon any impair the right of the Collateral or for any delay Agent 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 its discretion to take any other action whatsoever with regard to the Collateral or any part thereof. The powers conferred on the Collateral Agent hereunder are solely to protect the Collateral Agent’s and the other Secured Parties’ interests in the Collateral and shall not impose any duty upon the Collateral Agent to exercise any such powers. The Collateral Agent and the 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, with respect to any Secured Party, as determined by a court of competent jurisdiction in a final and non-appealable judgment to have resulted from (a) its own gross negligence or willful misconduct or (b) other than with respect to the Collateral Agent and its officers, directors, employees and agents, a material breach by such Secured Party of any of its undertakings, obligations or commitments authorized under this Agreement or the Security Documents, to the extent that the consent of any other Note Documentof the Creditors is not required or to the extent such action is not prohibited by the terms hereof or thereof, which it deems proper and consistent with the instructions given by the Creditors as provided for herein or otherwise in the best interest of the Creditors. To In the fullest extent permitted by applicable law and except as required by this Agreementabsence of written instructions from any Required Creditor for any particular matter, the Collateral Agent shall be under have 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 to take or refrain from taking any steps necessary to preserve any rights against any Grantor action unless such action or other Person inaction is explicitly required by the terms of this Agreement, a Security Document or ascertaining or taking action applicable law, including, without limitation, the TIA. The Collateral Agent shall have no duty with respect to callsa Triggering Event under any Security Document unless it first receives notice that a Triggering Event has occurred. (b) Beyond its duties expressly provided herein or in any Security Document and its duties to account to the Creditors and/or the Obligors for monies and other property received by it hereunder or under any Security Document, conversions, exchanges, maturities, tenders the Collateral Agent shall have no implied duty to the Creditors or other matters relative any Obligor as to any Collateral, property belonging to an Obligor (whether or not it has the same constitutes Collateral) in its possession or is deemed to have knowledge control or in the possession or control of such matters. Each Grantorany of its agents or nominees, or any income thereon or as to the extent permitted by applicable law, waives any right preservation of marshaling in respect of any and all Collateral, and waives any right to require the Collateral Agent rights against prior parties or any other Secured Party to proceed against any Grantor or other Person, exhaust any Collateral or enforce any other remedy which the Collateral Agent or any other Secured Party now has or may hereafter have against any Grantor or other Personrights pertaining thereto.